N-CSRS/A 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4707

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

October 31

Date of reporting period:

April 30, 2005

Item 1. Reports to Stockholders

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

Floating Rate High Income

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

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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, redemption fees, 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below for each 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.

Semiannual Report

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,016.10

$ 5.40

HypotheticalA

$ 1,000.00

$ 1,019.44

$ 5.41

Class T

Actual

$ 1,000.00

$ 1,015.80

$ 5.75

HypotheticalA

$ 1,000.00

$ 1,019.09

$ 5.76

Class B

Actual

$ 1,000.00

$ 1,013.30

$ 8.24

HypotheticalA

$ 1,000.00

$ 1,016.61

$ 8.25

Class C

Actual

$ 1,000.00

$ 1,012.90

$ 8.58

HypotheticalA

$ 1,000.00

$ 1,016.27

$ 8.60

Fidelity Floating Rate High Income Fund

Actual

$ 1,000.00

$ 1,017.40

$ 4.20

HypotheticalA

$ 1,000.00

$ 1,020.63

$ 4.21

Institutional Class

Actual

$ 1,000.00

$ 1,017.20

$ 4.35

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.08%

Class T

1.15%

Class B

1.65%

Class C

1.72%

Fidelity Floating Rate High Income Fund

.84%

Institutional Class

.87%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Charter Communications Operating LLC

2.8

2.7

Qwest Corp.

2.0

2.2

EchoStar DBS Corp.

1.7

2.0

El Paso Corp.

1.6

0.1

Texas Genco LLC

1.3

0.0

9.4

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Cable TV

12.9

11.5

Telecommunications

8.8

9.4

Healthcare

6.0

5.9

Electric Utilities

4.9

6.3

Energy

4.4

3.7

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

U.S. Government
and U.S. Government
Agency Obligations 0.4%

U.S. Government and
U.S. Government
Agency Obligations 0.0%

AAA, AA, A 0.0%

AAA, AA, A 0.1%

BBB 2.3%

BBB 2.5%

BB 34.6%

BB 31.4%

B 31.7%

B 33.9%

CCC, CC, C 1.4%

CCC, CC, C 1.9%

D 0.0%

D 0.0%

Not Rated 13.0%

Not Rated 17.6%

Equities 0.0%

Equities 0.0%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 **

Floating Rate
Loans 70.4%

Floating Rate
Loans 73.5%

Nonconvertible
Bonds 12.4%

Nonconvertible
Bonds 13.6%

U.S. Government
and U.S. Government Agency Obligations 0.4%

U.S. Government
and U.S. Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.1%

Other Investments 0.2%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%

* Foreign investments

5.7%

** Foreign investments

4.7%



Semiannual Report

Investments April 30, 2005

Showing Percentage of Net Assets

Floating Rate Loans (e) - 70.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

Aerospace - 0.5%

DRS Technologies, Inc. term loan 4.9728% 11/4/10 (d)

$ 767

$ 778

Standard Aero Holdings, Inc. term loan 5.5892% 8/24/12 (d)

6,646

6,754

Titan Corp. Tranche B, term loan 5.7004% 6/30/09 (d)

6,887

6,982

Transdigm, Inc. term loan 5.3% 7/22/10 (d)

1,580

1,599

United Defense Industries, Inc. Tranche B, term loan 5.07% 8/13/09 (d)

4,727

4,727

20,840

Automotive - 2.0%

Accuride Corp. term loan 5.308% 1/31/12 (d)

5,659

5,659

Advance Auto Parts, Inc. Tranche B, term loan 4.7438% 9/30/10 (d)

2,995

3,029

Affinia Group, Inc. Tranche B, term loan 5.44% 11/30/11 (d)

5,521

5,563

AM General LLC Tranche B1, term loan 7.6379% 11/1/11 (d)

1,950

2,028

CSK Automotive, Inc. Tranche B, term loan 4.85% 8/10/10 (d)

1,970

1,995

Enersys Capital, Inc. term loan 4.9923% 3/17/11 (d)

993

1,005

Federal-Mogul Corp. Tranche C, term loan 6.81% 1/1/49 (d)

2,000

2,000

Goodyear Tire & Rubber Co.:

Tranche 1, 4.67% 4/30/10 (d)

17,320

17,493

Tranche 2, term loan 5.89% 4/30/10 (d)

7,500

7,406

Key Safety Systems, Inc. Tranche B, term loan 5.8625% 6/24/10 (d)

2,819

2,833

Mark IV Industries, Inc. Tranche B, term loan 6.2366% 6/23/11 (d)

2,978

3,015

SPX Corp. Tranche B1, term loan 5.375% 9/30/09 (d)

4,679

4,691

Tenneco Auto, Inc.:

Tranche B, term loan 5.12% 12/12/10 (d)

3,042

3,072

Tranche B1, Credit-Linked Deposit 5.11% 12/12/10 (d)

1,336

1,350

Travelcenters of America, Inc. term loan 4.51% 10/1/08 (d)

6,000

6,060

TRW Automotive Holdings Corp.:

Tranche B, term loan 4.375% 6/30/12 (d)

2,306

2,306

Tranche E, term loan 3.88% 10/31/10 (d)

14,963

14,963

United Components, Inc. Tranche C, term loan 5.29% 6/30/10 (d)

1,417

1,435

85,903

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Broadcasting - 1.7%

Cumulus Media, Inc.:

Tranche A1, term loan 4.8125% 3/28/09 (d)

$ 4,881

$ 4,906

Tranche E, term loan 4.8125% 3/28/10 (d)

8,317

8,380

Tranche F, term loan 4.5625% 3/28/10 (d)

2,985

3,007

Emmis Operating Co. Tranche B, term loan 4.66% 11/10/11 (d)

21,945

22,219

Gray Television, Inc. term loan 4.8961% 6/30/11 (d)

4,988

5,050

Nexstar Broadcasting, Inc. Tranche B, term loan 4.87% 10/1/12 (d)

15,000

15,075

Radio One, Inc. Tranche A, term loan 3.575% 6/30/07 (d)

2,065

2,065

Raycom TV Broadcasting, Inc.:

Tranche A, term loan 4.9375% 10/6/11 (d)

2,000

2,008

Tranche B, term loan 5.125% 4/6/12 (d)

3,000

3,034

Sinclair Television Group, Inc.:

Tranche A, term loan 6.25% 6/30/09 (d)

1,800

1,800

Tranche C, term loan 6.5% 12/31/09 (d)

2,115

2,115

Spanish Broadcasting System, Inc. term loan 6.32% 10/30/09 (d)

4,789

4,837

74,496

Building Materials - 1.0%

Contech Construction Products, Inc., Ohio term loan 5.6328% 11/30/10 (d)

3,372

3,418

Goodman Global Holdings, Inc. term loan 5.5% 12/23/11 (d)

10,424

10,580

Masonite International Corp. term loan 6.9998% 4/6/15 (d)

16,500

16,500

National Waterworks, Inc. Tranche B1, term loan 5.6% 11/22/09 (d)

1,684

1,707

Nortek Holdings, Inc. term loan 5.3442% 8/27/11 (d)

11,940

12,089

44,294

Cable TV - 10.7%

Adelphia Communications Corp. Tranche B, term loan 5.375% 3/31/06 (d)

30,350

30,502

Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B, term loan 5.7% 9/1/11 (d)

2,700

2,727

Century Cable Holdings LLC Tranche B, term loan:

7.75% 6/30/09 (d)

2,703

2,670

7.75% 12/31/09 (d)

2,750

2,712

Century-TCI California LP term loan 5.75% 12/31/07 (d)

10,016

10,004

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

Charter Communications Operating LLC:

Tranche A, term loan 6.19% 4/27/10 (d)

$ 9,000

$ 8,865

Tranche B, term loan 6.4398% 4/7/11 (d)

113,231

111,944

Cox Communications, Inc. term loan 3.845% 12/8/09 (d)

16,000

16,000

DIRECTV Holdings LLC Tranche B, term loan 4.4538% 4/13/13 (d)

36,520

36,657

Hilton Head Communications LP Tranche B, term loan 7% 3/31/08 (d)

7,150

7,034

Insight Midwest Holdings LLC:

Tranche A, term loan 4.5% 6/30/09 (d)

23,499

23,881

Tranche B, term loan:

5.75% 12/31/09 (d)

13,832

14,005

5.75% 12/31/09 (d)

988

1,002

Mediacom Broadband LLC/Mediacom Broadband Corp. Tranche B, term loan 5.3634% 9/30/10 (d)

3,970

3,970

Mediacom LLC Tranche B, term loan 5.1641% 3/31/13 (d)

13,965

14,105

NTL Investment Holdings Ltd. Tranche B, term loan 6.41% 6/13/12 (d)

42,647

43,073

Olympus Cable Holdings LLC:

Tranche A, term loan 7% 6/30/10 (d)

13,200

13,002

Tranche B, term loan 7.75% 9/30/10 (d)

1,500

1,491

PanAmSat Corp. Tranche B, term loan 5.31% 8/20/11 (d)

52,597

53,255

Rainbow Media Holdings, Inc. Tranche B, term loan 5.69% 3/31/12 (d)

6,000

6,105

Telewest Global Finance LLC:

Tranche B, term loan 5.3917% 12/20/12 (d)

11,216

11,384

Tranche C, term loan 5.8917% 12/20/13 (d)

8,577

8,705

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (d)

33,000

32,959

UPC Distribution Holdings BV Tranche F, term loan 6.6% 12/31/11 (d)

11,008

11,146

467,198

Capital Goods - 1.5%

AGCO Corp. term loan 4.8239% 7/3/09 (d)

9,389

9,530

Alliance Laundry Systems LLC term loan 5.12% 1/27/12 (d)

2,356

2,383

Amsted Industries, Inc. Tranche B, term loan 5.8997% 10/15/10 (d)

6,787

6,889

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Capital Goods - continued

Bucyrus International, Inc. term loan 5.0697% 7/28/10 (d)

$ 2,087

$ 2,113

Dresser, Inc. Tranche C, term loan 5.6% 4/10/09 (d)

4,278

4,364

Dresser-Rand Group, Inc. Tranche B, term loan 5.3569% 10/29/11 (d)

7,978

8,078

Flowserve Corp. Tranche C, term loan 5.8349% 6/30/09 (d)

1,195

1,207

Hexcel Corp. Tranche B, term loan 4.8322% 3/1/12 (d)

6,150

6,212

Invensys International Holding Ltd.:

Tranche A, term loan 5.9513% 3/5/09 (d)

1,946

1,965

Tranche B1, term loan 6.8813% 9/4/09 (d)

12,749

12,908

Terex Corp.:

term loan 5.39% 12/31/09 (d)

1,496

1,511

Tranche B, term loan 4.89% 7/3/09 (d)

7,347

7,421

TriMas Corp. Tranche B, term loan 6.8994% 12/31/09 (d)

863

876

65,457

Chemicals - 3.3%

Celanese AG Credit-Linked Deposit 5.3706% 4/6/09 (d)

6,000

6,090

Celanese Holding LLC term loan:

delay draw 4/6/11 (d)

4,982

5,050

5.625% 4/6/11 (d)

34,962

35,443

Cognis Deutschland Gmbh & Co. Kg term loan 7.2225% 11/15/13 (d)

1,000

1,031

Hercules, Inc. Tranche B, term loan 4.8715% 10/8/10 (d)

5,452

5,507

Huntsman International LLC term loan 5.5% 12/31/10 (d)

16,512

16,800

Huntsman LLC Tranche B, term loan 6.05% 3/31/10 (d)

18,800

19,153

Innophos, Inc. Tranche B, term loan 5.3946% 8/13/10 (d)

4,380

4,424

Mosaic Co. Tranche B, term loan 4.7614% 2/21/12 (d)

10,800

10,881

Nalco Co. Tranche B, term loan 4.9982% 11/4/10 (d)

18,536

18,768

PQ Corp. term loan 5.125% 2/11/12 (d)

2,950

2,980

Rockwood Specialties Group, Inc. Tranche B, term loan 5.43% 7/30/12 (d)

14,700

14,847

SGL Carbon LLC term loan 5.9895% 12/31/09 (d)

2,881

2,896

143,870

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Consumer Products - 1.9%

American Achievement Corp. Tranche B, term loan 5.2513% 3/25/11 (d)

$ 3,152

$ 3,195

Central Garden & Pet Co. Tranche B, term loan 4.6998% 5/14/09 (d)

983

992

Church & Dwight Co., Inc. Tranche B, term loan 4.81% 5/28/11 (d)

8,819

8,940

Del Laboratories, Inc. term loan 5.2762% 7/27/11 (d)

4,938

4,968

Jarden Corp. term loan 5.0925% 1/24/12 (d)

11,151

11,207

Jostens IH Corp. Tranche B, term loan 5.19% 10/4/11 (d)

14,308

14,486

Rayovac Corp. term loan 4.9122% 2/7/12 (d)

5,100

5,170

Revlon Consumer Products Corp. term loan 8.9971% 7/9/10 (d)

8,750

9,056

Sealy Mattress Co. Tranche D, term loan 4.9686% 4/6/12 (d)

10,500

10,553

Simmons Bedding Co. Tranche C, term loan 5.8154% 12/19/11 (d)

5,821

5,851

Simmons Co. term loan 7% 6/19/12 (d)

2,000

2,020

The Scotts Co. term loan 4.5625% 9/30/10 (d)

2,481

2,512

Weight Watchers International, Inc.:

Tranche B, term loan 4.79% 3/31/10 (d)

1,217

1,230

Tranche C, term loan 4.65% 3/31/10 (d)

1,990

2,000

82,180

Containers - 2.4%

Ball Corp. Tranche B1, term loan 4.8144% 12/19/09 (d)

3,392

3,452

Berry Plastics Corp. term loan 4.77% 7/22/10 (d)

1,709

1,734

BWAY Corp. Tranche B term loan 5.25% 6/30/11 (d)

5,468

5,550

Graham Packaging Holdings Co. Tranche B1, term loan 5.6352% 10/4/11 (d)

44,089

44,751

Intertape Polymer, Inc. Tranche B, term loan 5.1425% 7/28/11 (d)

6,963

7,041

Owens-Illinois Group, Inc.:

Tranche A1, term loan 5.53% 4/1/07 (d)

6,328

6,438

Tranche B1, term loan 5.73% 4/1/08 (d)

5,206

5,310

Owens-Illinois, Inc. Tranche C1, term loan 5.85% 4/1/08 (d)

4,860

4,939

Printpack Holdings, Inc. Tranche C, term loan 5.3125% 3/31/09 (d)

726

733

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Containers - continued

Silgan Holdings, Inc. Tranche B, term loan 4.87% 11/30/08 (d)

$ 11,916

$ 12,035

Solo Cup Co. term loan 5.324% 2/27/11 (d)

13,423

13,557

105,540

Diversified Financial Services - 0.2%

Global Cash Access LLC/Global Cash Access Finance Corp. Tranche B, term loan 5.3144% 3/10/10 (d)

5,620

5,690

Newkirk Master LP term loan 7.5644% 11/24/06 (d)

1,792

1,814

Refco Finance Holdings LLC term loan 5.02% 8/5/11 (d)

3,230

3,262

10,766

Diversified Media - 0.8%

Adams Outdoor Advertising Ltd. term loan 5.15% 10/18/12 (d)

3,128

3,171

CanWest Media, Inc. Tranche E, term loan 5.0444% 8/15/09 (d)

3,426

3,452

Entravision Communications Corp. Tranche B, term loan 4.84% 2/24/12 (d)

6,000

6,090

Lamar Media Corp.:

Tranche A, term loan 4.1899% 6/30/09 (d)

1,925

1,935

Tranche C, term loan 4.6248% 6/30/10 (d)

15,905

16,024

R.H. Donnelley Corp. Tranche A3, term loan 4.7432% 12/31/09 (d)

2,739

2,777

Thomson Media, Inc. Tranche B1, term loan 5.3425% 11/8/11 (d)

3,494

3,538

36,987

Electric Utilities - 4.1%

AES Corp. term loan 5.41% 8/10/11 (d)

5,429

5,510

Allegheny Energy Supply Co. LLC Tranche B, term loan 5.6922% 3/8/11 (d)

21,837

22,028

Calpine Generating Co. LLC term loan 6.61% 4/1/09 (d)

4,000

4,010

Centerpoint Energy House Electric LLC term loan 12.75% 11/11/05 (d)

31,950

33,388

Coleto Creek WLE LP Tranche B, term loan 5.3144% 6/30/11 (d)

6,595

6,628

Dynegy Holdings, Inc. term loan 6.87% 5/28/10 (d)

8,238

8,300

Midwest Generation LLC term loan 5.3011% 4/27/11 (d)

931

938

NorthWestern Energy Corp. term loan 4.6144% 11/1/11 (d)

3,738

3,775

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

NRG Energy, Inc.:

Credit-Linked Deposit 4.8675% 12/24/11 (d)

$ 8,094

$ 8,175

term loan 5.2532% 12/24/11 (d)

10,380

10,484

Riverside Energy Center LLC:

term loan 7.44% 6/24/11 (d)

13,033

13,359

Credit-Linked Deposit 6.98% 6/24/11 (d)

595

604

Texas Genco LLC term loan 5.0602% 12/14/11 (d)

55,664

56,151

Tucson Electric Power Co. Tranche B, Credit-Linked Deposit 5.2925% 6/30/09 (d)

7,000

7,000

180,350

Energy - 3.0%

ATP Oil & Gas Corp. term loan 8.5884% 4/14/10 (d)

2,000

2,010

Belden & Blake Corp. term loan 5.7576% 7/7/11 (d)

4,909

4,909

Buckeye Pipe Line Co. term loan 5.425% 12/17/11 (d)

2,989

2,997

El Paso Corp.:

Credit-Linked Deposit 5.44% 11/22/09 (d)

25,375

25,438

term loan 5.875% 11/22/09 (d)

42,292

42,503

Lyondell-Citgo Refining LP term loan 4.5913% 5/21/07 (d)

7,940

8,019

Magellan Midstream Holdings LP term loan 5.09% 12/10/11 (d)

3,816

3,845

Premcor Refining Group, Inc. Credit-Linked Deposit 4.605% 4/13/09 (d)

9,000

9,023

Pride Offshore, Inc. term loan 4.64% 7/7/11 (d)

4,893

4,948

Regency Gas Services LLC Tranche 1, term loan 5.7305% 6/1/10 (d)

3,791

3,847

SemGroup LP term loan 6.3423% 3/1/11 (d)

4,000

4,030

Universal Compression, Inc. term loan 4.85% 2/15/12 (d)

8,000

8,100

Williams Production RMT Co. Tranche C, term loan 5.46% 5/30/08 (d)

13,880

14,054

133,723

Entertainment/Film - 2.3%

Alliance Atlantis Communications, Inc. Tranche B, term loan 4.761% 12/19/11 (d)

4,000

4,015

Carmike Cinemas, Inc. term loan 8% 2/4/09 (d)

3,362

3,421

Cinemark USA, Inc. term loan 4.35% 3/31/11 (d)

10,841

11,003

Loews Cineplex Entertainment Corp. term loan 5.1985% 6/30/11 (d)

23,044

23,390

MGM Holdings II, Inc. Tranche B, term loan 5.38% 4/8/12 (d)

30,000

30,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Entertainment/Film - continued

Regal Cinemas Corp. term loan 4.8425% 11/10/10 (d)

$ 25,756

$ 26,014

Wallace Theatre Corp. Tranche 1, term loan 6.35% 7/31/09 (d)

1,985

2,015

99,858

Environmental - 0.9%

Allied Waste Industries, Inc.:

term loan 5.1444% 1/15/12 (d)

26,818

26,818

Tranche A, Credit-Linked Deposit 4.87% 1/15/12 (d)

9,932

9,932

Waste Services, Inc. Tranche B, term loan 7.44% 3/31/11 (d)

995

1,005

37,755

Food and Drug Retail - 1.3%

Jean Coutu Group (PJC) USA, Inc. Tranche B, term loan 5.4997% 7/30/11 (d)

30,348

30,841

Rite Aid Corp. term loan 4.7346% 9/21/09 (d)

27,867

27,937

58,778

Food/Beverage/Tobacco - 1.5%

Commonwealth Brands, Inc. term loan 6.375% 8/28/07 (d)

409

417

Constellation Brands, Inc. Tranche B, term loan 4.9913% 11/30/11 (d)

39,388

39,584

Dean Foods Co. Tranche A, term loan 4.35% 8/13/09 (d)

2,000

2,015

Del Monte Corp. Tranche B, term loan 4.69% 2/8/12 (d)

1,800

1,825

Dr Pepper/Seven Up Bottling Group, Inc. Tranche B, term loan 5.319% 12/19/10 (d)

9,304

9,456

Herbalife International, Inc. term loan 5.1605% 12/21/10 (d)

2,489

2,498

Michael Foods, Inc. Tranche B, term loan 5.0708% 11/21/10 (d)

7,758

7,894

Reddy Ice Group, Inc. term loan:

delay draw 4/29/12 (d)

2,000

2,013

5.5644% 8/15/09 (d)

788

793

5.5644% 8/15/09 (d)

296

296

66,791

Gaming - 2.0%

Alliance Gaming Corp. term loan 5.65% 9/5/09 (d)

3,734

3,725

Ameristar Casinos, Inc.:

term loan 5.0625% 12/20/06 (d)

2,587

2,629

Tranche B, term loan 5.0625% 12/20/06 (d)

2,022

2,055

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Argosy Gaming Co. term loan 4.85% 6/30/11 (d)

$ 2,388

$ 2,388

Boyd Gaming Corp. term loan 4.8292% 6/30/11 (d)

11,414

11,542

Choctaw Resort Development Enterprise term loan 5.3474% 11/4/11 (d)

2,377

2,404

Green Valley Ranch Gaming LLC term loan 5.1013% 12/17/11 (d)

3,726

3,777

Herbst Gaming, Inc. term loan 5.6243% 1/7/11 (d)

3,600

3,654

Isle of Capri Casinos, Inc. term loan 4.6091% 2/4/11 (d)

1,596

1,616

Marina District Finance Co., Inc. term loan 4.9859% 10/14/11 (d)

8,658

8,756

Pinnacle Entertainment, Inc. term loan:

LIBOR + 3% 8/27/10 (d)

758

760

6.07% 8/27/10 (d)

875

888

Resorts International Hotel & Casino, Inc. Tranche B1, term loan 7.5% 4/29/12 (d)

5,431

5,465

Venetian Casino Resort LLC Tranche B, term loan 4.81% 6/15/11 (d)

24,200

24,261

Wynn Las Vegas LLC term loan 5.175% 12/14/11 (d)

12,650

12,824

86,744

Healthcare - 5.7%

Accredo Health, Inc. Tranche B, term loan 4.82% 6/30/11 (d)

4,627

4,633

Advanced Medical Optics, Inc. term loan

4.8424% 6/25/09 (d)

3,870

3,918

Alliance Imaging, Inc. Tranche C1, term loan 5.3909% 12/29/11 (d)

2,736

2,774

AMR HoldCo, Inc./ EmCare HoldCo, Inc. term loan 5.3521% 2/7/12 (d)

7,200

7,290

Beverly Enterprises, Inc. term loan 5.6486% 10/22/08 (d)

1,970

1,980

Community Health Systems, Inc. term loan 4.64% 8/19/11 (d)

36,392

36,619

Concentra Operating Corp. term loan 5.1501% 6/30/10 (d)

4,563

4,631

CONMED Corp. Tranche C, term loan 5.022% 12/15/09 (d)

442

448

Cooper Companies, Inc. Tranche B, term loan 4.5625% 1/6/12 (d)

10,780

10,888

Express Scripts, Inc. Tranche B, term loan 4.1317% 2/13/10 (d)

4,950

5,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Healthcare - continued

Fisher Scientific International, Inc. term loan 4.5925% 8/2/11 (d)

$ 7,940

$ 8,009

HCA, Inc. term loan 4.07% 11/9/09 (d)

17,000

16,873

HealthSouth Corp.:

Credit-Linked Deposit 5.7235% 6/14/07 (d)

3,719

3,737

term loan 5.52% 6/14/07 (d)

13,781

13,850

Iasis Healthcare LLC Tranche B, term loan 5.3699% 6/22/11 (d)

14,394

14,627

Kinetic Concepts, Inc. Tranche B1, term loan 4.85% 8/11/10 (d)

4,512

4,585

LifePoint Hospitals, Inc. Tranche B, term loan 4.5841% 4/15/12 (d)

25,000

25,031

Multiplan, Inc. term loan 5.85% 3/4/09 (d)

2,417

2,450

PacifiCare Health Systems, Inc. Tranche B, term loan 4.5365% 12/6/10 (d)

19,950

20,050

Renal Care Group, Inc. term loan 4.5797% 2/10/09 (d)

2,845

2,834

Select Medical Holdings Corp. Tranche B, term loan 4.63% 2/24/12 (d)

4,000

3,985

Skilled Healthcare Group, Inc. term loan 5.6404% 7/31/10 (d)

5,363

5,417

Sybron Dental Management, Inc. term loan 4.8499% 6/6/09 (d)

572

572

Triad Hospitals, Inc.:

Tranche A, term loan 5.07% 3/31/07 (d)

154

155

Tranche B, term loan 5.32% 9/30/08 (d)

7,350

7,469

U.S. Oncology, Inc. Tranche B, term loan 5.8046% 8/20/11 (d)

8,619

8,749

Vanguard Health Holding Co. I term loan 6.34% 9/23/11 (d)

5,821

5,923

Vicar Operating, Inc. Tranche F, term loan 4.875% 9/30/08 (d)

2,103

2,103

VWR Corp. Tranche B, term loan 5.65% 4/7/11 (d)

6,773

6,884

Warner Chilcott Corp. term loan 6.3557% 1/18/12 (d)

20,000

20,150

251,634

Homebuilding/Real Estate - 1.9%

Apartment Investment & Management Co. term loan 4.75% 11/2/09 (d)

2,100

2,132

Blount, Inc. Tranche B, term loan 5.8615% 8/9/10 (d)

3,533

3,586

CB Richard Ellis Services, Inc. term loan 4.8748% 3/31/10 (d)

6,440

6,488

Corrections Corp. of America Tranche C, term loan 4.9091% 3/31/08 (d)

693

697

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Homebuilding/Real Estate - continued

Crescent Real Estate Funding XII LP term loan 5.11% 1/12/06 (d)

$ 3,044

$ 3,051

General Growth Properties, Inc.:

Tranche A, term loan 5.11% 11/12/07 (d)

24,905

25,029

Tranche B, term loan 5.1% 11/12/08 (d)

25,944

26,106

Landsource Communication Development LLC Tranche B, term loan 5.5% 3/31/10 (d)

3,800

3,848

LNR Property Corp. Tranche B, term loan 5.81% 2/3/08 (d)

7,840

7,869

Macerich Partnership LP/Galahad Group Corp. term loan 6.35% 4/15/06 (d)

2,000

2,000

Maguire Properties, Inc. Tranche B, term loan 4.6206% 3/15/10 (d)

3,000

3,015

83,821

Hotels - 0.6%

Starwood Hotels & Resorts Worldwide, Inc. term loan 4.3144% 10/9/06 (d)

12,558

12,589

Wyndham International, Inc. term loan:

7.6875% 6/30/06 (d)

11,844

11,844

8.6875% 4/1/06 (d)

2,448

2,448

26,881

Insurance - 0.2%

Conseco, Inc. term loan 6.5644% 6/22/10 (d)

5,744

5,837

USI Holdings Corp. term loan 5.69% 8/11/09 (d)

1,965

1,970

7,807

Leisure - 1.0%

Six Flags Theme Park, Inc. Tranche B, term loan 5.38% 6/30/09 (d)

22,430

22,598

Universal City Development Partners Ltd. term loan 4.9035% 6/9/11 (d)

18,045

18,315

Yankees Holdings LP term loan 5.346% 6/25/07 (d)

943

952

41,865

Metals/Mining - 1.8%

Compass Minerals Tranche B, term loan 5.5952% 11/28/09 (d)

138

139

Foundation Pennsylvania Coal Co. Tranche B, term loan 5.0294% 7/30/11 (d)

20,233

20,536

ICG LLC term loan 5.88% 10/1/10 (d)

8,696

8,707

Murray Energy Corp. Tranche 1, term loan 5.9375% 1/28/10 (d)

3,000

2,993

Novelis, Inc. term loan 4.5% 1/7/12 (d)

20,692

20,925

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Metals/Mining - continued

Peabody Energy Corp. term loan 4.0426% 3/21/10 (d)

$ 14,917

$ 14,973

Stillwater Mining Co. term loan 6.388% 7/30/10 (d)

2,662

2,718

Trout Coal Holdings LLC / Dakota Tranche 1, term loan 7.5% 3/23/11 (d)

6,000

5,993

76,984

Paper - 3.3%

Appleton Papers, Inc. term loan 5.169% 6/11/10 (d)

5,955

6,015

Boise Cascade Holdings LLC Tranche B, term loan 4.74% 10/26/11 (d)

32,500

32,744

Buckeye Technologies, Inc. term loan 4.6841% 3/15/08 (d)

3,246

3,287

Escanaba Timber LLC term loan 7.75% 5/2/08 (d)

5,020

5,045

Georgia-Pacific Corp. term loan 4.3663% 7/2/09 (d)

21,000

20,974

Graphic Packaging International, Inc. Tranche B, term loan 5.5063% 8/8/10 (d)

16,094

16,356

Jefferson Smurfit Corp. U.S.:

Tranche B, term loan 5.8242% 9/16/10 (d)

336

340

Tranche C, term loan 6.3242% 9/16/11 (d)

367

372

Koch Cellulose LLC:

term loan 5.34% 5/7/11 (d)

7,729

7,835

Credit-Linked Deposit 4.6% 5/7/11 (d)

2,375

2,407

NewPage Corp. term loan 8% 5/2/11 (d)

7,000

7,044

Smurfit-Stone Container Enterprises, Inc.:

Credit-Linked Deposit 3.01% 11/1/10 (d)

4,164

4,237

Tranche B, term loan 4.8027% 11/1/11 (d)

29,538

30,057

Tranche C, term loan 4.9168% 11/1/11 (d)

7,920

8,059

144,772

Publishing/Printing - 2.8%

Advanstar Communications, Inc. Tranche B, term loan 7.57% 10/11/07 (d)

154

155

Advertising Directory Solutions, Inc.:

Tranche 1, term loan 5.07% 11/9/11 (d)

16,793

16,793

Tranche 2, term loan 6.82% 5/9/12 (d)

6,743

6,886

American Media Operations, Inc. Tranche C1, term loan 5.875% 4/1/07 (d)

2,511

2,555

CBD Media, Inc. Tranche D, term loan 5.63% 12/31/09 (d)

6,474

6,538

Dex Media East LLC/Dex Media East Finance Co.:

Tranche A, term loan 4.7163% 11/8/08 (d)

3,415

3,449

Tranche B, term loan 4.6367% 5/8/09 (d)

6,639

6,706

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Publishing/Printing - continued

Dex Media West LLC/Dex Media West Finance Co.:

Tranche A, term loan 5.0418% 9/9/09 (d)

$ 2,979

$ 3,008

Tranche B, term loan 4.7584% 9/9/10 (d)

13,379

13,513

Freedom Communication Holding, Inc. Tranche A, term loan 4.1833% 5/18/10 (d)

785

785

Freedom Communications, Inc. Tranche B, term loan 4.5968% 5/18/12 (d)

11,000

11,000

Herald Media, Inc. term loan 5.56% 7/22/11 (d)

2,481

2,512

Liberty Group Operating, Inc. Tranche B, term loan 5.625% 2/28/12 (d)

1,500

1,523

MediaNews Group, Inc. Tranche C, term loan 4.57% 12/30/10 (d)

9,925

9,987

Morris Communications Co. LLC:

Tranche A, term loan 4.625% 9/30/10 (d)

988

994

Tranche C, term loan 4.875% 3/31/11 (d)

1,995

2,015

R.H. Donnelley Corp. Tranche B2, term loan 4.8023% 6/30/11 (d)

26,189

26,418

Sun Media Corp. Canada Tranche B, term loan 5.19% 2/7/09 (d)

1,738

1,764

Transwestern Publishing Co. LP/Township Capital Corp. II Tranche B1, term loan 5.4556% 2/25/11 (d)

5,253

5,253

121,854

Railroad - 0.4%

Helm Holding Corp. Tranche B, term loan 5.7997% 7/2/10 (d)

2,289

2,311

Kansas City Southern Railway Co. Tranche B1, term loan 4.8109% 3/30/08 (d)

9,975

10,075

RailAmerica, Inc. term loan 4.875% 9/29/11 (d)

4,558

4,626

17,012

Restaurants - 0.6%

AFC Enterprises, Inc. Tranche B, term loan 7.75% 3/31/06 (d)

769

769

Carrols Corp. Tranche B, term loan 5.625% 12/31/10 (d)

3,990

4,050

CKE Restaurants, Inc. term loan 4.9375% 5/1/10 (d)

1,602

1,618

Domino's, Inc. term loan 4.875% 6/25/10 (d)

9,643

9,788

Jack in the Box, Inc. term loan 4.8491% 1/8/11 (d)

3,552

3,596

Landry's Seafood Restaurants, Inc. term loan 4.5312% 12/28/10 (d)

6,085

6,146

Ruth's Chris Steak House, Inc. term loan 6.0037% 3/11/11 (d)

1,924

1,953

27,920

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Services - 1.0%

CACI International, Inc. term loan 4.96% 4/30/11 (d)

$ 4,955

$ 4,955

Coinmach Corp. Tranche B, term loan 6.0408% 7/25/09 (d)

2,231

2,262

Coinstar, Inc. term loan 5.13% 7/1/11 (d)

6,137

6,229

Iron Mountain, Inc.:

term loan 4.6875% 4/2/11 (d)

11,310

11,423

Tranche R, term loan 4.75% 4/2/11 (d)

4,983

5,033

JohnsonDiversey, Inc. Tranche B, term loan 4.5057% 11/3/09 (d)

5,774

5,796

Knowledge Learning Corp. term loan 5.57% 1/7/12 (d)

2,878

2,892

Rural/Metro Corp.:

Credit-Linked Deposit 5.37% 3/4/11 (d)

408

408

term loan 5.43% 3/4/11 (d)

1,572

1,572

United Rentals, Inc.:

term loan 5.31% 2/14/11 (d)

2,472

2,506

Tranche B, Credit-Linked Deposit 4.8224% 2/14/11 (d)

499

506

Wackenhut Corrections Corp. term loan 5.606% 7/9/09 (d)

840

850

44,432

Shipping - 0.2%

Baker Tanks, Inc. term loan 5.6408% 1/30/11 (d)

3,293

3,343

Horizon Lines LLC Tranche B, term loan 5.62% 7/7/11 (d)

3,821

3,859

7,202

Super Retail - 0.2%

Alimentation Couche-Tard, Inc. term loan 4.764% 12/17/10 (d)

1,572

1,588

Blockbuster, Inc. Tranche A, term loan 4.81% 8/20/09 (d)

2,000

1,975

Buhrmann US, Inc. Tranche B1, term loan 5.155% 12/31/10 (d)

5,647

5,746

9,309

Technology - 2.4%

Alliant Techsystems, Inc. Tranche B, term loan 4.6892% 3/31/11 (d)

3,232

3,232

AMI Semiconductor, Inc. term loan 4.36% 4/1/12 (d)

3,000

3,030

Amphenol Corp. Tranche B1, term loan 4.3325% 5/6/10 (d)

13,000

13,163

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Technology - continued

Anteon International Corp. term loan 4.8144% 12/31/10 (d)

$ 6,923

$ 6,975

Fairchild Semiconductor Corp. Tranche B3, term loan 4.688% 12/31/10 (d)

8,978

9,067

Fidelity National Information Solutions, Inc. Tranche B, term loan 4.66% 3/9/13 (d)

32,375

32,254

Global Imaging Systems, Inc. term loan 4.4761% 5/10/10 (d)

2,729

2,743

K & F Industries, Inc. term loan 5.5693% 11/18/12 (d)

7,315

7,425

ON Semiconductor Corp. Tranche G, term loan 6.125% 12/15/11 (d)

5,973

5,995

Seagate Technology Holdings, Inc. term loan 5.3125% 5/13/07 (d)

1,950

1,982

Verifone, Inc. Tranche B, term loan 5.69% 6/30/11 (d)

2,968

2,968

Xerox Corp. term loan 4.82% 9/30/08 (d)

17,000

17,213

106,047

Telecommunications - 7.1%

AAT Communications Corp. Tranche B, term loan 5.788% 1/16/12 (d)

14,963

15,150

Alaska Communications Systems Holding term loan 5.0925% 2/1/12 (d)

8,000

8,060

American Tower LP Tranche B, term loan 5.3891% 8/31/11 (d)

27,294

27,635

Centennial Cellular Operating Co. LLC term loan 5.4828% 2/9/11 (d)

14,870

15,019

FairPoint Communications, Inc. Tranche B, term loan 5.1725% 2/8/12 (d)

3,500

3,526

Inmarsat Ventures PLC:

Tranche B, term loan 6.0311% 12/17/10 (d)

1,715

1,723

Tranche C, term loan 6.5311% 12/17/11 (d)

1,718

1,726

Intelsat Ltd. term loan 4.8425% 7/28/11 (d)

17,367

17,453

Iowa Telecommunication Services, Inc. Tranche B, term loan 5.0838% 11/23/11 (d)

4,000

4,040

New Skies Satellites BV term loan 5.6155% 5/2/11 (d)

9,626

9,722

Nextel Partners Operating Corp. Tranche C, term loan 5.4375% 5/31/11 (d)

16,000

16,240

NTELOS, Inc. Tranche B, term loan 5.57% 8/24/11 (d)

6,983

6,965

Qwest Corp.:

Tranche A, term loan 7.39% 6/30/07 (d)

76,000

78,280

Tranche B, term loan 6.95% 6/30/10 (d)

9,000

8,730

SBA Senior Finance, Inc. Tranche C, term loan 5.9628% 10/31/08 (d)

12,793

12,953

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Telecommunications - continued

SpectraSite Communications, Inc. Tranche B, term loan 4.52% 5/19/12 (d)

$ 26,583

$ 26,849

Triton PCS, Inc. term loan 6.32% 11/18/09 (d)

14,963

15,056

USA Mobility, Inc. term loan 5.47% 11/16/06 (d)

2,748

2,758

Valor Telecommunications Enterprises LLC/Valor Finance Corp. Tranche B, term loan 5.0747% 2/14/12 (d)

9,261

9,388

Western Wireless Corp.:

Tranche A, term loan 5.1927% 5/28/10 (d)

11,008

11,022

Tranche B, term loan 6.0142% 5/26/11 (d)

17,180

17,223

309,518

Textiles & Apparel - 0.1%

Kosa Lux Finance BV/Kosa UK Finance BV/Arteva Global Holdings BV/Kosa Canada Co. Tranche B, term loan 5.875% 4/29/11 (d)

1,824

1,856

Polymer Group, Inc. term loan 6.34% 4/27/10 (d)

936

952

William Carter Co. Tranche C, term loan 5.0645% 9/30/08 (d)

410

415

3,223

TOTAL FLOATING RATE LOANS

(Cost $3,060,484)

3,081,811

Nonconvertible Bonds - 12.4%

Automotive - 0.0%

Delco Remy International, Inc. 7.1406% 4/15/09 (d)

1,000

1,000

Broadcasting - 0.9%

Granite Broadcasting Corp. 9.75% 12/1/10

4,545

4,147

Gray Television, Inc. 9.25% 12/15/11

1,000

1,085

Nexstar Broadcasting, Inc. 7% 1/15/14

4,760

4,284

Paxson Communications Corp. 5.8906% 1/15/10 (c)(d)

8,500

8,521

Radio One, Inc. 8.875% 7/1/11

7,000

7,455

Spanish Broadcasting System, Inc. 9.625% 11/1/09

3,000

3,143

XM Satellite Radio, Inc. 8.2425% 5/1/09 (d)

11,700

11,846

40,481

Cable TV - 2.2%

Cablevision Systems Corp. 7.89% 4/1/09 (c)(d)

7,000

7,105

CSC Holdings, Inc.:

7.875% 12/15/07

6,000

6,135

10.5% 5/15/16

2,000

2,185

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

$ 3,000

$ 3,248

EchoStar DBS Corp. 6.35% 10/1/08 (d)

74,285

75,956

94,629

Capital Goods - 0.1%

Tyco International Group SA yankee 6.375% 2/15/06

3,000

3,057

Chemicals - 0.8%

Borden US Finance Corp./Nova Scotia Finance ULC 7.8906% 7/15/10 (c)(d)

3,000

2,910

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

2,000

2,210

Georgia Gulf Corp. 7.625% 11/15/05

2,000

2,025

Huntsman Advanced Materials LLC 10.89% 7/15/08 (c)(d)

4,310

4,558

Huntsman ICI Chemicals LLC 10.125% 7/1/09

1,224

1,273

Huntsman International LLC 9.875% 3/1/09

3,000

3,233

Huntsman LLC 10.6406% 7/15/11 (c)(d)

2,000

2,120

Methanex Corp. yankee 7.75% 8/15/05

13,125

13,256

Millennium America, Inc. 7% 11/15/06

5,000

5,038

36,623

Containers - 0.1%

Ball Corp. 7.75% 8/1/06

5,000

5,138

Diversified Financial Services - 0.3%

General Motors Acceptance Corp.:

3.695% 5/18/06 (d)

1,000

980

3.7% 3/20/07 (d)

2,000

1,895

4.3948% 10/20/05 (d)

10,000

9,978

12,853

Diversified Media - 0.5%

Liberty Media Corp. 4.51% 9/17/06 (d)

22,000

22,261

Electric Utilities - 0.8%

AES Corp.:

8.5% 11/1/07

2,531

2,569

8.75% 6/15/08

4,000

4,230

Allegheny Energy Supply Co. LLC 10.25% 11/15/07 (c)

7,422

8,164

Allegheny Energy, Inc. 7.75% 8/1/05

3,000

2,993

CMS Energy Corp. 9.875% 10/15/07

12,000

12,885

Power Contract Financing LLC 5.2% 2/1/06 (c)

492

479

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

Southern California Edison Co. 8% 2/15/07

$ 250

$ 268

TECO Energy, Inc. 6.125% 5/1/07

4,000

4,060

35,648

Energy - 1.4%

El Paso Corp. 7.875% 6/15/12

2,000

1,943

El Paso Energy Corp. 6.95% 12/15/07

3,350

3,317

Parker Drilling Co. 7.66% 9/1/10 (d)

2,000

2,045

Pemex Project Funding Master Trust 4.31% 6/15/10 (c)(d)

25,000

25,700

Premcor Refining Group, Inc.:

9.25% 2/1/10

2,000

2,160

9.5% 2/1/13

2,000

2,270

Sonat, Inc. 7.625% 7/15/11

3,000

2,869

Southern Natural Gas Co. 8.875% 3/15/10

840

903

Tesoro Petroleum Corp. 8% 4/15/08

1,000

1,050

The Coastal Corp.:

6.5% 5/15/06

6,000

6,038

7.5% 8/15/06

2,000

2,043

Transcontinental Gas Pipe Line Corp. 8.875% 7/15/12

2,000

2,325

Williams Companies, Inc. Credit Linked Certificate Trust IV 5.9925% 5/1/09 (c)(d)

7,000

7,350

60,013

Entertainment/Film - 0.5%

AMC Entertainment, Inc. 7.0444% 8/15/10 (c)(d)

21,000

21,735

Food and Drug Retail - 0.4%

Rite Aid Corp.:

6% 12/15/05 (c)

7,000

6,895

12.5% 9/15/06

8,000

8,640

Stater Brothers Holdings, Inc. 6.51% 6/15/10 (d)

1,950

1,911

17,446

Food/Beverage/Tobacco - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

3,000

3,120

Dean Foods Co. 6.75% 6/15/05

3,000

3,000

6,120

Gaming - 0.2%

Mandalay Resort Group:

9.5% 8/1/08

2,000

2,205

10.25% 8/1/07

2,000

2,190

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Penn National Gaming, Inc. 6.875% 12/1/11

$ 1,000

$ 1,000

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (c)

3,000

2,790

8,185

Healthcare - 0.3%

HCA, Inc. 5.5% 12/1/09

4,000

3,960

HealthSouth Corp.:

6.875% 6/15/05

2,000

2,000

7.375% 10/1/06

2,000

2,015

Service Corp. International (SCI) 6.5% 3/15/08

3,000

2,985

10,960

Leisure - 0.1%

Universal City Florida Holding Co. I/II 7.4925% 5/1/10 (c)(d)

6,140

6,401

Metals/Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

8,000

7,600

10.125% 2/1/10

11,470

12,617

20,217

Paper - 0.1%

Ainsworth Lumber Co. Ltd. 6.84% 10/1/10 (d)

2,000

1,960

Boise Cascade LLC/Boise Cascade Finance Corp. 6.0156% 10/15/12 (c)(d)

2,190

2,174

4,134

Publishing/Printing - 0.2%

Dex Media East LLC/Dex Media East Finance Co. 9.875% 11/15/09

5,000

5,438

R.H. Donnelley Finance Corp. I 8.875% 12/15/10

5,000

5,425

10,863

Shipping - 0.3%

General Maritime Corp. 10% 3/15/13

5,000

5,375

OMI Corp. 7.625% 12/1/13

2,000

2,005

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

3,620

3,475

Teekay Shipping Corp. yankee 8.32% 2/1/08

142

142

Ultrapetrol Bahamas Ltd. 9% 11/24/14

1,910

1,757

12,754

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Steels - 0.3%

Ispat Inland ULC 9.85% 4/1/10 (d)

$ 13,000

$ 13,813

Technology - 0.4%

Freescale Semiconductor, Inc. 5.8906% 7/15/09 (d)

16,000

16,400

IOS Capital LLC 7.25% 6/30/08

85

86

16,486

Telecommunications - 1.7%

AirGate PCS, Inc. 6.8906% 10/15/11 (c)(d)

2,000

2,040

America Movil SA de CV 3.805% 4/27/07 (d)

1,000

996

American Tower Corp. 9.375% 2/1/09

1,288

1,349

Crown Castle International Corp. 10.75% 8/1/11

4,000

4,260

Dobson Cellular Systems, Inc. 7.4925% 11/1/11 (c)(d)

5,000

5,075

Intelsat Ltd. 7.7938% 1/15/12 (c)(d)

7,000

7,105

New Skies Satellites BV 7.4375% 11/1/11 (c)(d)

3,000

3,045

Nextel Partners, Inc. 12.5% 11/15/09

3,000

3,300

Qwest Communications International, Inc. 6.5444% 2/15/09 (c)(d)

3,000

2,970

Rogers Communications, Inc.:

6.135% 12/15/10 (d)

22,310

22,756

6.375% 3/1/14

5,000

4,763

Rural Cellular Corp.:

7.51% 3/15/10 (d)

11,000

11,165

8.25% 3/15/12

6,000

6,060

74,884

Textiles & Apparel - 0.2%

Levi Strauss & Co. 7.73% 4/1/12 (c)(d)

8,000

7,360

TOTAL NONCONVERTIBLE BONDS

(Cost $545,173)

543,061

U.S. Treasury Obligations - 0.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Notes 3.375% 2/28/07
(Cost $16,922)

$ 17,000

$ 16,924

Commercial Mortgage Securities - 0.2%

Bear Stearns Commercial Mortgage Securities, Inc. floater Series 2004-ESA Class K, 5.45% 5/14/16 (c)(d)

8,000

8,006

CS First Boston Mortgage Securities Corp. Series 2000-FL1A Class F, 5.6996% 12/15/09 (c)(d)

679

68

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $8,676)

8,074

Foreign Government and Government Agency Obligations - 0.0%

Venezuelan Republic 4.15% 4/20/11 (d)
(Cost $2,405)

3,000

2,667

Common Stocks - 0.0%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)
(Cost $0)

45

0

Money Market Funds - 17.1%

Fidelity Cash Central Fund, 2.84% (b)

620,897,131

620,897

Fidelity Money Market Central Fund, 2.94% (b)

126,944,872

126,945

TOTAL MONEY MARKET FUNDS

(Cost $747,842)

747,842

Cash Equivalents - 0.4%

Maturity Amount (000s)

Value (Note 1)
(000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.86%, dated 4/29/05 due 5/2/05)
(Cost $16,433)

$ 16,437

$ 16,433

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $4,397,935)

4,416,812

NET OTHER ASSETS - (0.9)%

(38,165)

NET ASSETS - 100%

$ 4,378,647

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $142,571,000 or 3.3% of net assets.

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

(e) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $9,266,000 of which $7,189,000 and $2,077,000 will expire on October 31, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005

Assets

Investment in securities, at value (including repurchase agreements of $16,433) (cost $4,397,935) - See accompanying schedule

$ 4,416,812

Receivable for investments sold

33,518

Receivable for fund shares sold

14,355

Interest receivable

25,990

Prepaid expenses

9

Receivable from investment adviser for expense reductions

6

Other affiliated receivables

30

Total assets

4,490,720

Liabilities

Payable to custodian bank

$ 1,415

Payable for investments purchased

91,014

Payable for fund shares redeemed

12,996

Distributions payable

2,700

Accrued management fee

2,448

Distribution fees payable

631

Other affiliated payables

530

Other payables and accrued expenses

339

Total liabilities

112,073

Net Assets

$ 4,378,647

Net Assets consist of:

Paid in capital

$ 4,362,458

Undistributed net investment income

6,714

Accumulated undistributed net realized gain (loss) on investments

(9,402)

Net unrealized appreciation (depreciation) on investments

18,877

Net Assets

$ 4,378,647

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($339,153 ÷ 34,116 shares)

$ 9.94

Maximum offering price per share (100/96.25 of $9.94)

$ 10.33

Class T:
Net Asset Value
and redemption price per share ($493,681 ÷ 49,708 shares)

$ 9.93

Maximum offering price per share (100/97.25 of $9.93)

$ 10.21

Class B:
Net Asset Value
and offering price per share ($183,482 ÷ 18,475 shares)A

$ 9.93

Class C:
Net Asset Value
and offering price per share ($577,391 ÷ 58,089 shares)A

$ 9.94

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($2,527,163 ÷ 254,435 shares)

$ 9.93

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($257,777 ÷ 25,961 shares)

$ 9.93

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005

Investment Income

Interest

$ 94,275

Expenses

Management fee

$ 13,530

Transfer agent fees

2,455

Distribution fees

3,645

Accounting fees and expenses

616

Independent trustees' compensation

10

Custodian fees and expenses

66

Registration fees

244

Audit

66

Legal

117

Interest

1

Miscellaneous

186

Total expenses before reductions

20,936

Expense reductions

(39)

20,897

Net investment income

73,378

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

3,683

Change in net unrealized appreciation (depreciation) on investment securities

(15,558)

Net gain (loss)

(11,875)

Net increase (decrease) in net assets resulting from operations

$ 61,503

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 73,378

$ 68,126

Net realized gain (loss)

3,683

5,411

Change in net unrealized appreciation (depreciation)

(15,558)

21,689

Net increase (decrease) in net assets resulting
from operations

61,503

95,226

Distributions to shareholders from net investment income

(73,141)

(69,224)

Distributions to shareholders from net realized gain

(3,785)

-

Total distributions

(76,926)

(69,224)

Share transactions - net increase (decrease)

835,191

2,081,242

Redemption fees

255

467

Total increase (decrease) in net assets

820,023

2,107,711

Net Assets

Beginning of period

3,558,624

1,450,913

End of period (including undistributed net investment income of $6,714 and undistributed net investment income of $6,477, respectively)

$ 4,378,647

$ 3,558,624

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.181

.285

.292

.352

.580

.136

Net realized and unrealized gain (loss)

(.022)

.098

.447

(.264)

(.185)

(.047)

Total from investment operations

.159

.383

.739

.088

.395

.089

Distributions from net investment income

(.180)

(.295)

(.311)

(.339)

(.638)

(.150)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.190)

(.295)

(.311)

(.339)

(.638)

(.150)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.61%

3.96%

7.95%

.90%

4.08%

.90%

Ratios to Average Net Assets G

Expenses before expense reductions

1.08% A

1.08%

1.10%

1.12%

1.14%

1.75% A

Expenses net of voluntary waivers, if any

1.08% A

1.08%

1.10%

1.10%

.99%

.78% A

Expenses net of all reductions

1.08% A

1.08%

1.09%

1.09%

.98%

.78% A

Net investment income

3.66% A

2.90%

3.04%

3.64%

5.93%

7.21% A

Supplemental Data

Net assets, end of period (in millions)

$ 339

$ 299

$ 88

$ 37

$ 41

$ 9

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.177

.276

.285

.342

.573

.131

Net realized and unrealized gain (loss)

(.021)

.098

.446

(.263)

(.195)

(.045)

Total from investment operations

.156

.374

.731

.079

.378

.086

Distributions from net investment income

(.177)

(.286)

(.303)

(.330)

(.631)

(.147)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.187)

(.286)

(.303)

(.330)

(.631)

(.147)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.58%

3.87%

7.87%

.80%

3.90%

.88%

Ratios to Average Net Assets G

Expenses before expense reductions

1.15% A

1.17%

1.18%

1.20%

1.22%

1.81% A

Expenses net of voluntary waivers, if any

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Expenses net of all reductions

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Net investment income

3.59% A

2.81%

2.96%

3.54%

5.86%

7.06% A

Supplemental Data

Net assets, end of period (in millions)

$ 494

$ 389

$ 113

$ 75

$ 76

$ 25

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.153

.231

.243

.298

.525

.134

Net realized and unrealized gain (loss)

(.022)

.096

.444

(.263)

(.194)

(.056)

Total from investment operations

.131

.327

.687

.035

.331

.078

Distributions from net investment income

(.152)

(.239)

(.259)

(.286)

(.584)

(.139)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.162)

(.239)

(.259)

(.286)

(.584)

(.139)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.33%

3.38%

7.38%

.35%

3.42%

.79%

Ratios to Average Net Assets G

Expenses before expense reductions

1.66% A

1.65%

1.64%

1.65%

1.66%

2.74% A

Expenses net of voluntary waivers, if any

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Expenses net of all reductions

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Net investment income

3.09% A

2.33%

2.50%

3.09%

5.38%

6.75% A

Supplemental Data

Net assets, end of period (in millions)

$ 183

$ 184

$ 134

$ 118

$ 125

$ 24

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.150

.224

.235

.290

.516

.125

Net realized and unrealized gain (loss)

(.022)

.107

.434

(.263)

(.184)

(.051)

Total from investment operations

.128

.331

.669

.027

.332

.074

Distributions from net investment income

(.149)

(.233)

(.251)

(.278)

(.575)

(.135)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.159)

(.233)

(.251)

(.278)

(.575)

(.135)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.29%

3.41%

7.18%

.26%

3.42%

.76%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.71%

1.72%

1.73%

1.75%

2.41% A

Expenses net of voluntary waivers, if any

1.72% A

1.71%

1.71%

1.73%

1.64%

1.44% A

Expenses net of all reductions

1.71% A

1.71%

1.71%

1.73%

1.63%

1.44% A

Net investment income

3.02% A

2.27%

2.42%

3.00%

5.28%

6.55% A

Supplemental Data

Net assets, end of period (in millions)

$ 577

$ 524

$ 269

$ 235

$ 278

$ 48

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.52

Income from Investment Operations

Net investment income D

.193

.309

.311

.040

Net realized and unrealized gain (loss)

(.022)

.099

.450

(.084)

Total from investment operations

.171

.408

.761

(.044)

Distributions from net investment income

(.192)

(.320)

(.333)

(.037)

Distributions from net realized gain

(.010)

-

-

-

Total distributions

(.202)

(.320)

(.333)

(.037)

Redemption fees added to paid in capital D

.001

.002

.002

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

Total Return B, C

1.74%

4.22%

8.20%

(.45)%

Ratios to Average Net Assets F

Expenses before expense reductions

.84% A

.84%

.86%

1.15% A

Expenses net of voluntary waivers, if any

.84% A

.84%

.86%

.95% A

Expenses net of all reductions

.84% A

.84%

.86%

.94% A

Net investment income

3.90% A

3.14%

3.27%

3.99% A

Supplemental Data

Net assets, end of period (in millions)

$ 2,527

$ 1,982

$ 811

$ 18

Portfolio turnover rate

72% A

61%

55%

77% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period September 19, 2002 (commencement of operations) to October 31, 2002.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income D

.191

.304

.312

.365

.590

.151

Net realized and unrealized gain (loss)

(.021)

.110

.436

(.262)

(.193)

(.058)

Total from investment operations

.170

.414

.748

.103

.397

.093

Distributions from net investment income

(.191)

(.316)

(.330)

(.354)

(.650)

(.154)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.201)

(.316)

(.330)

(.354)

(.650)

(.154)

Redemption fees added to paid in capital D

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

Total Return B, C

1.72%

4.29%

8.06%

1.06%

4.11%

.94%

Ratios to Average Net Assets F

Expenses before expense reductions

.87% A

.87%

.90%

.94%

1.02%

2.32% A

Expenses net of voluntary waivers, if any

.87% A

.87%

.89%

.94%

.87%

.49% A

Expenses net of all reductions

.87% A

.87%

.89%

.93%

.87%

.49% A

Net investment income

3.87% A

3.11%

3.24%

3.79%

6.05%

7.50% A

Supplemental Data

Net assets, end of period (in millions)

$ 258

$ 182

$ 36

$ 18

$ 7

$ 1

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period August 16, 2000 (commencement of operations) to October 31, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, Fidelity Floating Rate High Income Fund and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 30,265

Unrealized depreciation

(10,763)

Net unrealized appreciation (depreciation)

$ 19,502

Cost for federal income tax purposes

$ 4,397,310

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

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

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

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities and U.S. government securities, aggregated $1,781,542 and $1,253,586, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .68% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees 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 and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 243

$ 2

Class T

0%

.25%

545

35

Class B

.55%

.15%

638

503

Class C

.55%

.25%

2,219

1,176

$ 3,645

$ 1,716

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 3.75% for selling Class A shares, and 2.75% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3.50% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

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

Retained by
FDC

Class A

$ 149

Class T

39

Class B *

208

Class C *

183

$ 579

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Floating Rate High Income Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Floating Rate High Income Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 289

.18 *

Class T

333

.15 *

Class B

193

.21 *

Class C

449

.16 *

Fidelity Floating Rate High Income Fund

1,054

.09 *

Institutional Class

137

.12 *

$ 2,455

* Annualized

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $6,640 for the period.

5. Committed Line of Credit.

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

6. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $5,084. The weighted average interest rate was 2.34%. At period end, there were no bank borrowings outstanding.

7. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class B

1.65%

$ 13

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $26.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. 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.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 5,840

$ 5,424

Class T

7,732

5,689

Class B

2,777

3,704

Class C

8,253

8,778

Fidelity Floating Rate High Income Fund

44,258

42,798

Institutional Class

4,281

2,831

Total

$ 73,141

$ 69,224

From net realized gain

Class A

$ 311

$ -

Class T

412

-

Class B

184

-

Class C

543

-

Fidelity Floating Rate High Income Fund

2,131

-

Institutional Class

204

-

Total

$ 3,785

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

11,492

27,948

$ 114,763

$ 277,030

Reinvestment of distributions

467

400

4,660

3,973

Shares redeemed

(7,869)

(7,275)

(78,586)

(72,139)

Net increase (decrease)

4,090

21,073

$ 40,837

$ 208,864

Class T

Shares sold

18,413

35,957

$ 183,700

$ 356,199

Reinvestment of distributions

730

478

7,277

4,740

Shares redeemed

(8,439)

(8,867)

(84,204)

(87,803)

Net increase (decrease)

10,704

27,568

$ 106,773

$ 273,136

Class B

Shares sold

2,176

7,765

$ 21,714

$ 76,852

Reinvestment of distributions

220

270

2,192

2,676

Shares redeemed

(2,346)

(3,164)

(23,412)

(31,327)

Net increase (decrease)

50

4,871

$ 494

$ 48,201

Class C

Shares sold

12,449

32,885

$ 124,322

$ 325,903

Reinvestment of distributions

589

578

5,876

5,735

Shares redeemed

(7,483)

(8,222)

(74,726)

(81,504)

Net increase (decrease)

5,555

25,241

$ 55,472

$ 250,134

Fidelity Floating Rate High Income Fund

Shares sold

100,305

164,843

$ 1,001,061

$ 1,632,450

Reinvestment of distributions

4,017

3,750

40,053

37,164

Shares redeemed

(48,771)

(51,878)

(486,456)

(513,641)

Net increase (decrease)

55,551

116,715

$ 554,658

$ 1,155,973

Institutional Class

Shares sold

12,310

19,252

$ 122,811

$ 190,759

Reinvestment of distributions

183

117

1,824

1,162

Shares redeemed

(4,782)

(4,738)

(47,678)

(46,987)

Net increase (decrease)

7,711

14,631

$ 76,957

$ 144,934

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the portfolio of investments, as of April 30, 2005, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and the financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2005, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of April 30, 2005, the results of its operations for the six months then ended, the changes in its net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and its financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 22, 2005

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AFR-USAN-0605
1.784877.102

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

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

Floating Rate High Income

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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, redemption fees, 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below for each 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.

Semiannual Report

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,016.10

$ 5.40

HypotheticalA

$ 1,000.00

$ 1,019.44

$ 5.41

Class T

Actual

$ 1,000.00

$ 1,015.80

$ 5.75

HypotheticalA

$ 1,000.00

$ 1,019.09

$ 5.76

Class B

Actual

$ 1,000.00

$ 1,013.30

$ 8.24

HypotheticalA

$ 1,000.00

$ 1,016.61

$ 8.25

Class C

Actual

$ 1,000.00

$ 1,012.90

$ 8.58

HypotheticalA

$ 1,000.00

$ 1,016.27

$ 8.60

Fidelity Floating Rate High Income Fund

Actual

$ 1,000.00

$ 1,017.40

$ 4.20

HypotheticalA

$ 1,000.00

$ 1,020.63

$ 4.21

Institutional Class

Actual

$ 1,000.00

$ 1,017.20

$ 4.35

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.08%

Class T

1.15%

Class B

1.65%

Class C

1.72%

Fidelity Floating Rate High Income Fund

.84%

Institutional Class

.87%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Charter Communications Operating LLC

2.8

2.7

Qwest Corp.

2.0

2.2

EchoStar DBS Corp.

1.7

2.0

El Paso Corp.

1.6

0.1

Texas Genco LLC

1.3

0.0

9.4

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Cable TV

12.9

11.5

Telecommunications

8.8

9.4

Healthcare

6.0

5.9

Electric Utilities

4.9

6.3

Energy

4.4

3.7

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

U.S. Government
and U.S. Government
Agency Obligations 0.4%

U.S. Government and
U.S. Government
Agency Obligations 0.0%

AAA, AA, A 0.0%

AAA, AA, A 0.1%

BBB 2.3%

BBB 2.5%

BB 34.6%

BB 31.4%

B 31.7%

B 33.9%

CCC, CC, C 1.4%

CCC, CC, C 1.9%

D 0.0%

D 0.0%

Not Rated 13.0%

Not Rated 17.6%

Equities 0.0%

Equities 0.0%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 **

Floating Rate
Loans 70.4%

Floating Rate
Loans 73.5%

Nonconvertible
Bonds 12.4%

Nonconvertible
Bonds 13.6%

U.S. Government
and U.S. Government Agency Obligations 0.4%

U.S. Government
and U.S. Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.1%

Other Investments 0.2%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%

* Foreign investments

5.7%

** Foreign investments

4.7%



Semiannual Report

Investments April 30, 2005

Showing Percentage of Net Assets

Floating Rate Loans (e) - 70.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

Aerospace - 0.5%

DRS Technologies, Inc. term loan 4.9728% 11/4/10 (d)

$ 767

$ 778

Standard Aero Holdings, Inc. term loan 5.5892% 8/24/12 (d)

6,646

6,754

Titan Corp. Tranche B, term loan 5.7004% 6/30/09 (d)

6,887

6,982

Transdigm, Inc. term loan 5.3% 7/22/10 (d)

1,580

1,599

United Defense Industries, Inc. Tranche B, term loan 5.07% 8/13/09 (d)

4,727

4,727

20,840

Automotive - 2.0%

Accuride Corp. term loan 5.308% 1/31/12 (d)

5,659

5,659

Advance Auto Parts, Inc. Tranche B, term loan 4.7438% 9/30/10 (d)

2,995

3,029

Affinia Group, Inc. Tranche B, term loan 5.44% 11/30/11 (d)

5,521

5,563

AM General LLC Tranche B1, term loan 7.6379% 11/1/11 (d)

1,950

2,028

CSK Automotive, Inc. Tranche B, term loan 4.85% 8/10/10 (d)

1,970

1,995

Enersys Capital, Inc. term loan 4.9923% 3/17/11 (d)

993

1,005

Federal-Mogul Corp. Tranche C, term loan 6.81% 1/1/49 (d)

2,000

2,000

Goodyear Tire & Rubber Co.:

Tranche 1, 4.67% 4/30/10 (d)

17,320

17,493

Tranche 2, term loan 5.89% 4/30/10 (d)

7,500

7,406

Key Safety Systems, Inc. Tranche B, term loan 5.8625% 6/24/10 (d)

2,819

2,833

Mark IV Industries, Inc. Tranche B, term loan 6.2366% 6/23/11 (d)

2,978

3,015

SPX Corp. Tranche B1, term loan 5.375% 9/30/09 (d)

4,679

4,691

Tenneco Auto, Inc.:

Tranche B, term loan 5.12% 12/12/10 (d)

3,042

3,072

Tranche B1, Credit-Linked Deposit 5.11% 12/12/10 (d)

1,336

1,350

Travelcenters of America, Inc. term loan 4.51% 10/1/08 (d)

6,000

6,060

TRW Automotive Holdings Corp.:

Tranche B, term loan 4.375% 6/30/12 (d)

2,306

2,306

Tranche E, term loan 3.88% 10/31/10 (d)

14,963

14,963

United Components, Inc. Tranche C, term loan 5.29% 6/30/10 (d)

1,417

1,435

85,903

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Broadcasting - 1.7%

Cumulus Media, Inc.:

Tranche A1, term loan 4.8125% 3/28/09 (d)

$ 4,881

$ 4,906

Tranche E, term loan 4.8125% 3/28/10 (d)

8,317

8,380

Tranche F, term loan 4.5625% 3/28/10 (d)

2,985

3,007

Emmis Operating Co. Tranche B, term loan 4.66% 11/10/11 (d)

21,945

22,219

Gray Television, Inc. term loan 4.8961% 6/30/11 (d)

4,988

5,050

Nexstar Broadcasting, Inc. Tranche B, term loan 4.87% 10/1/12 (d)

15,000

15,075

Radio One, Inc. Tranche A, term loan 3.575% 6/30/07 (d)

2,065

2,065

Raycom TV Broadcasting, Inc.:

Tranche A, term loan 4.9375% 10/6/11 (d)

2,000

2,008

Tranche B, term loan 5.125% 4/6/12 (d)

3,000

3,034

Sinclair Television Group, Inc.:

Tranche A, term loan 6.25% 6/30/09 (d)

1,800

1,800

Tranche C, term loan 6.5% 12/31/09 (d)

2,115

2,115

Spanish Broadcasting System, Inc. term loan 6.32% 10/30/09 (d)

4,789

4,837

74,496

Building Materials - 1.0%

Contech Construction Products, Inc., Ohio term loan 5.6328% 11/30/10 (d)

3,372

3,418

Goodman Global Holdings, Inc. term loan 5.5% 12/23/11 (d)

10,424

10,580

Masonite International Corp. term loan 6.9998% 4/6/15 (d)

16,500

16,500

National Waterworks, Inc. Tranche B1, term loan 5.6% 11/22/09 (d)

1,684

1,707

Nortek Holdings, Inc. term loan 5.3442% 8/27/11 (d)

11,940

12,089

44,294

Cable TV - 10.7%

Adelphia Communications Corp. Tranche B, term loan 5.375% 3/31/06 (d)

30,350

30,502

Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B, term loan 5.7% 9/1/11 (d)

2,700

2,727

Century Cable Holdings LLC Tranche B, term loan:

7.75% 6/30/09 (d)

2,703

2,670

7.75% 12/31/09 (d)

2,750

2,712

Century-TCI California LP term loan 5.75% 12/31/07 (d)

10,016

10,004

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

Charter Communications Operating LLC:

Tranche A, term loan 6.19% 4/27/10 (d)

$ 9,000

$ 8,865

Tranche B, term loan 6.4398% 4/7/11 (d)

113,231

111,944

Cox Communications, Inc. term loan 3.845% 12/8/09 (d)

16,000

16,000

DIRECTV Holdings LLC Tranche B, term loan 4.4538% 4/13/13 (d)

36,520

36,657

Hilton Head Communications LP Tranche B, term loan 7% 3/31/08 (d)

7,150

7,034

Insight Midwest Holdings LLC:

Tranche A, term loan 4.5% 6/30/09 (d)

23,499

23,881

Tranche B, term loan:

5.75% 12/31/09 (d)

13,832

14,005

5.75% 12/31/09 (d)

988

1,002

Mediacom Broadband LLC/Mediacom Broadband Corp. Tranche B, term loan 5.3634% 9/30/10 (d)

3,970

3,970

Mediacom LLC Tranche B, term loan 5.1641% 3/31/13 (d)

13,965

14,105

NTL Investment Holdings Ltd. Tranche B, term loan 6.41% 6/13/12 (d)

42,647

43,073

Olympus Cable Holdings LLC:

Tranche A, term loan 7% 6/30/10 (d)

13,200

13,002

Tranche B, term loan 7.75% 9/30/10 (d)

1,500

1,491

PanAmSat Corp. Tranche B, term loan 5.31% 8/20/11 (d)

52,597

53,255

Rainbow Media Holdings, Inc. Tranche B, term loan 5.69% 3/31/12 (d)

6,000

6,105

Telewest Global Finance LLC:

Tranche B, term loan 5.3917% 12/20/12 (d)

11,216

11,384

Tranche C, term loan 5.8917% 12/20/13 (d)

8,577

8,705

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (d)

33,000

32,959

UPC Distribution Holdings BV Tranche F, term loan 6.6% 12/31/11 (d)

11,008

11,146

467,198

Capital Goods - 1.5%

AGCO Corp. term loan 4.8239% 7/3/09 (d)

9,389

9,530

Alliance Laundry Systems LLC term loan 5.12% 1/27/12 (d)

2,356

2,383

Amsted Industries, Inc. Tranche B, term loan 5.8997% 10/15/10 (d)

6,787

6,889

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Capital Goods - continued

Bucyrus International, Inc. term loan 5.0697% 7/28/10 (d)

$ 2,087

$ 2,113

Dresser, Inc. Tranche C, term loan 5.6% 4/10/09 (d)

4,278

4,364

Dresser-Rand Group, Inc. Tranche B, term loan 5.3569% 10/29/11 (d)

7,978

8,078

Flowserve Corp. Tranche C, term loan 5.8349% 6/30/09 (d)

1,195

1,207

Hexcel Corp. Tranche B, term loan 4.8322% 3/1/12 (d)

6,150

6,212

Invensys International Holding Ltd.:

Tranche A, term loan 5.9513% 3/5/09 (d)

1,946

1,965

Tranche B1, term loan 6.8813% 9/4/09 (d)

12,749

12,908

Terex Corp.:

term loan 5.39% 12/31/09 (d)

1,496

1,511

Tranche B, term loan 4.89% 7/3/09 (d)

7,347

7,421

TriMas Corp. Tranche B, term loan 6.8994% 12/31/09 (d)

863

876

65,457

Chemicals - 3.3%

Celanese AG Credit-Linked Deposit 5.3706% 4/6/09 (d)

6,000

6,090

Celanese Holding LLC term loan:

delay draw 4/6/11 (d)

4,982

5,050

5.625% 4/6/11 (d)

34,962

35,443

Cognis Deutschland Gmbh & Co. Kg term loan 7.2225% 11/15/13 (d)

1,000

1,031

Hercules, Inc. Tranche B, term loan 4.8715% 10/8/10 (d)

5,452

5,507

Huntsman International LLC term loan 5.5% 12/31/10 (d)

16,512

16,800

Huntsman LLC Tranche B, term loan 6.05% 3/31/10 (d)

18,800

19,153

Innophos, Inc. Tranche B, term loan 5.3946% 8/13/10 (d)

4,380

4,424

Mosaic Co. Tranche B, term loan 4.7614% 2/21/12 (d)

10,800

10,881

Nalco Co. Tranche B, term loan 4.9982% 11/4/10 (d)

18,536

18,768

PQ Corp. term loan 5.125% 2/11/12 (d)

2,950

2,980

Rockwood Specialties Group, Inc. Tranche B, term loan 5.43% 7/30/12 (d)

14,700

14,847

SGL Carbon LLC term loan 5.9895% 12/31/09 (d)

2,881

2,896

143,870

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Consumer Products - 1.9%

American Achievement Corp. Tranche B, term loan 5.2513% 3/25/11 (d)

$ 3,152

$ 3,195

Central Garden & Pet Co. Tranche B, term loan 4.6998% 5/14/09 (d)

983

992

Church & Dwight Co., Inc. Tranche B, term loan 4.81% 5/28/11 (d)

8,819

8,940

Del Laboratories, Inc. term loan 5.2762% 7/27/11 (d)

4,938

4,968

Jarden Corp. term loan 5.0925% 1/24/12 (d)

11,151

11,207

Jostens IH Corp. Tranche B, term loan 5.19% 10/4/11 (d)

14,308

14,486

Rayovac Corp. term loan 4.9122% 2/7/12 (d)

5,100

5,170

Revlon Consumer Products Corp. term loan 8.9971% 7/9/10 (d)

8,750

9,056

Sealy Mattress Co. Tranche D, term loan 4.9686% 4/6/12 (d)

10,500

10,553

Simmons Bedding Co. Tranche C, term loan 5.8154% 12/19/11 (d)

5,821

5,851

Simmons Co. term loan 7% 6/19/12 (d)

2,000

2,020

The Scotts Co. term loan 4.5625% 9/30/10 (d)

2,481

2,512

Weight Watchers International, Inc.:

Tranche B, term loan 4.79% 3/31/10 (d)

1,217

1,230

Tranche C, term loan 4.65% 3/31/10 (d)

1,990

2,000

82,180

Containers - 2.4%

Ball Corp. Tranche B1, term loan 4.8144% 12/19/09 (d)

3,392

3,452

Berry Plastics Corp. term loan 4.77% 7/22/10 (d)

1,709

1,734

BWAY Corp. Tranche B term loan 5.25% 6/30/11 (d)

5,468

5,550

Graham Packaging Holdings Co. Tranche B1, term loan 5.6352% 10/4/11 (d)

44,089

44,751

Intertape Polymer, Inc. Tranche B, term loan 5.1425% 7/28/11 (d)

6,963

7,041

Owens-Illinois Group, Inc.:

Tranche A1, term loan 5.53% 4/1/07 (d)

6,328

6,438

Tranche B1, term loan 5.73% 4/1/08 (d)

5,206

5,310

Owens-Illinois, Inc. Tranche C1, term loan 5.85% 4/1/08 (d)

4,860

4,939

Printpack Holdings, Inc. Tranche C, term loan 5.3125% 3/31/09 (d)

726

733

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Containers - continued

Silgan Holdings, Inc. Tranche B, term loan 4.87% 11/30/08 (d)

$ 11,916

$ 12,035

Solo Cup Co. term loan 5.324% 2/27/11 (d)

13,423

13,557

105,540

Diversified Financial Services - 0.2%

Global Cash Access LLC/Global Cash Access Finance Corp. Tranche B, term loan 5.3144% 3/10/10 (d)

5,620

5,690

Newkirk Master LP term loan 7.5644% 11/24/06 (d)

1,792

1,814

Refco Finance Holdings LLC term loan 5.02% 8/5/11 (d)

3,230

3,262

10,766

Diversified Media - 0.8%

Adams Outdoor Advertising Ltd. term loan 5.15% 10/18/12 (d)

3,128

3,171

CanWest Media, Inc. Tranche E, term loan 5.0444% 8/15/09 (d)

3,426

3,452

Entravision Communications Corp. Tranche B, term loan 4.84% 2/24/12 (d)

6,000

6,090

Lamar Media Corp.:

Tranche A, term loan 4.1899% 6/30/09 (d)

1,925

1,935

Tranche C, term loan 4.6248% 6/30/10 (d)

15,905

16,024

R.H. Donnelley Corp. Tranche A3, term loan 4.7432% 12/31/09 (d)

2,739

2,777

Thomson Media, Inc. Tranche B1, term loan 5.3425% 11/8/11 (d)

3,494

3,538

36,987

Electric Utilities - 4.1%

AES Corp. term loan 5.41% 8/10/11 (d)

5,429

5,510

Allegheny Energy Supply Co. LLC Tranche B, term loan 5.6922% 3/8/11 (d)

21,837

22,028

Calpine Generating Co. LLC term loan 6.61% 4/1/09 (d)

4,000

4,010

Centerpoint Energy House Electric LLC term loan 12.75% 11/11/05 (d)

31,950

33,388

Coleto Creek WLE LP Tranche B, term loan 5.3144% 6/30/11 (d)

6,595

6,628

Dynegy Holdings, Inc. term loan 6.87% 5/28/10 (d)

8,238

8,300

Midwest Generation LLC term loan 5.3011% 4/27/11 (d)

931

938

NorthWestern Energy Corp. term loan 4.6144% 11/1/11 (d)

3,738

3,775

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

NRG Energy, Inc.:

Credit-Linked Deposit 4.8675% 12/24/11 (d)

$ 8,094

$ 8,175

term loan 5.2532% 12/24/11 (d)

10,380

10,484

Riverside Energy Center LLC:

term loan 7.44% 6/24/11 (d)

13,033

13,359

Credit-Linked Deposit 6.98% 6/24/11 (d)

595

604

Texas Genco LLC term loan 5.0602% 12/14/11 (d)

55,664

56,151

Tucson Electric Power Co. Tranche B, Credit-Linked Deposit 5.2925% 6/30/09 (d)

7,000

7,000

180,350

Energy - 3.0%

ATP Oil & Gas Corp. term loan 8.5884% 4/14/10 (d)

2,000

2,010

Belden & Blake Corp. term loan 5.7576% 7/7/11 (d)

4,909

4,909

Buckeye Pipe Line Co. term loan 5.425% 12/17/11 (d)

2,989

2,997

El Paso Corp.:

Credit-Linked Deposit 5.44% 11/22/09 (d)

25,375

25,438

term loan 5.875% 11/22/09 (d)

42,292

42,503

Lyondell-Citgo Refining LP term loan 4.5913% 5/21/07 (d)

7,940

8,019

Magellan Midstream Holdings LP term loan 5.09% 12/10/11 (d)

3,816

3,845

Premcor Refining Group, Inc. Credit-Linked Deposit 4.605% 4/13/09 (d)

9,000

9,023

Pride Offshore, Inc. term loan 4.64% 7/7/11 (d)

4,893

4,948

Regency Gas Services LLC Tranche 1, term loan 5.7305% 6/1/10 (d)

3,791

3,847

SemGroup LP term loan 6.3423% 3/1/11 (d)

4,000

4,030

Universal Compression, Inc. term loan 4.85% 2/15/12 (d)

8,000

8,100

Williams Production RMT Co. Tranche C, term loan 5.46% 5/30/08 (d)

13,880

14,054

133,723

Entertainment/Film - 2.3%

Alliance Atlantis Communications, Inc. Tranche B, term loan 4.761% 12/19/11 (d)

4,000

4,015

Carmike Cinemas, Inc. term loan 8% 2/4/09 (d)

3,362

3,421

Cinemark USA, Inc. term loan 4.35% 3/31/11 (d)

10,841

11,003

Loews Cineplex Entertainment Corp. term loan 5.1985% 6/30/11 (d)

23,044

23,390

MGM Holdings II, Inc. Tranche B, term loan 5.38% 4/8/12 (d)

30,000

30,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Entertainment/Film - continued

Regal Cinemas Corp. term loan 4.8425% 11/10/10 (d)

$ 25,756

$ 26,014

Wallace Theatre Corp. Tranche 1, term loan 6.35% 7/31/09 (d)

1,985

2,015

99,858

Environmental - 0.9%

Allied Waste Industries, Inc.:

term loan 5.1444% 1/15/12 (d)

26,818

26,818

Tranche A, Credit-Linked Deposit 4.87% 1/15/12 (d)

9,932

9,932

Waste Services, Inc. Tranche B, term loan 7.44% 3/31/11 (d)

995

1,005

37,755

Food and Drug Retail - 1.3%

Jean Coutu Group (PJC) USA, Inc. Tranche B, term loan 5.4997% 7/30/11 (d)

30,348

30,841

Rite Aid Corp. term loan 4.7346% 9/21/09 (d)

27,867

27,937

58,778

Food/Beverage/Tobacco - 1.5%

Commonwealth Brands, Inc. term loan 6.375% 8/28/07 (d)

409

417

Constellation Brands, Inc. Tranche B, term loan 4.9913% 11/30/11 (d)

39,388

39,584

Dean Foods Co. Tranche A, term loan 4.35% 8/13/09 (d)

2,000

2,015

Del Monte Corp. Tranche B, term loan 4.69% 2/8/12 (d)

1,800

1,825

Dr Pepper/Seven Up Bottling Group, Inc. Tranche B, term loan 5.319% 12/19/10 (d)

9,304

9,456

Herbalife International, Inc. term loan 5.1605% 12/21/10 (d)

2,489

2,498

Michael Foods, Inc. Tranche B, term loan 5.0708% 11/21/10 (d)

7,758

7,894

Reddy Ice Group, Inc. term loan:

delay draw 4/29/12 (d)

2,000

2,013

5.5644% 8/15/09 (d)

788

793

5.5644% 8/15/09 (d)

296

296

66,791

Gaming - 2.0%

Alliance Gaming Corp. term loan 5.65% 9/5/09 (d)

3,734

3,725

Ameristar Casinos, Inc.:

term loan 5.0625% 12/20/06 (d)

2,587

2,629

Tranche B, term loan 5.0625% 12/20/06 (d)

2,022

2,055

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Argosy Gaming Co. term loan 4.85% 6/30/11 (d)

$ 2,388

$ 2,388

Boyd Gaming Corp. term loan 4.8292% 6/30/11 (d)

11,414

11,542

Choctaw Resort Development Enterprise term loan 5.3474% 11/4/11 (d)

2,377

2,404

Green Valley Ranch Gaming LLC term loan 5.1013% 12/17/11 (d)

3,726

3,777

Herbst Gaming, Inc. term loan 5.6243% 1/7/11 (d)

3,600

3,654

Isle of Capri Casinos, Inc. term loan 4.6091% 2/4/11 (d)

1,596

1,616

Marina District Finance Co., Inc. term loan 4.9859% 10/14/11 (d)

8,658

8,756

Pinnacle Entertainment, Inc. term loan:

LIBOR + 3% 8/27/10 (d)

758

760

6.07% 8/27/10 (d)

875

888

Resorts International Hotel & Casino, Inc. Tranche B1, term loan 7.5% 4/29/12 (d)

5,431

5,465

Venetian Casino Resort LLC Tranche B, term loan 4.81% 6/15/11 (d)

24,200

24,261

Wynn Las Vegas LLC term loan 5.175% 12/14/11 (d)

12,650

12,824

86,744

Healthcare - 5.7%

Accredo Health, Inc. Tranche B, term loan 4.82% 6/30/11 (d)

4,627

4,633

Advanced Medical Optics, Inc. term loan

4.8424% 6/25/09 (d)

3,870

3,918

Alliance Imaging, Inc. Tranche C1, term loan 5.3909% 12/29/11 (d)

2,736

2,774

AMR HoldCo, Inc./ EmCare HoldCo, Inc. term loan 5.3521% 2/7/12 (d)

7,200

7,290

Beverly Enterprises, Inc. term loan 5.6486% 10/22/08 (d)

1,970

1,980

Community Health Systems, Inc. term loan 4.64% 8/19/11 (d)

36,392

36,619

Concentra Operating Corp. term loan 5.1501% 6/30/10 (d)

4,563

4,631

CONMED Corp. Tranche C, term loan 5.022% 12/15/09 (d)

442

448

Cooper Companies, Inc. Tranche B, term loan 4.5625% 1/6/12 (d)

10,780

10,888

Express Scripts, Inc. Tranche B, term loan 4.1317% 2/13/10 (d)

4,950

5,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Healthcare - continued

Fisher Scientific International, Inc. term loan 4.5925% 8/2/11 (d)

$ 7,940

$ 8,009

HCA, Inc. term loan 4.07% 11/9/09 (d)

17,000

16,873

HealthSouth Corp.:

Credit-Linked Deposit 5.7235% 6/14/07 (d)

3,719

3,737

term loan 5.52% 6/14/07 (d)

13,781

13,850

Iasis Healthcare LLC Tranche B, term loan 5.3699% 6/22/11 (d)

14,394

14,627

Kinetic Concepts, Inc. Tranche B1, term loan 4.85% 8/11/10 (d)

4,512

4,585

LifePoint Hospitals, Inc. Tranche B, term loan 4.5841% 4/15/12 (d)

25,000

25,031

Multiplan, Inc. term loan 5.85% 3/4/09 (d)

2,417

2,450

PacifiCare Health Systems, Inc. Tranche B, term loan 4.5365% 12/6/10 (d)

19,950

20,050

Renal Care Group, Inc. term loan 4.5797% 2/10/09 (d)

2,845

2,834

Select Medical Holdings Corp. Tranche B, term loan 4.63% 2/24/12 (d)

4,000

3,985

Skilled Healthcare Group, Inc. term loan 5.6404% 7/31/10 (d)

5,363

5,417

Sybron Dental Management, Inc. term loan 4.8499% 6/6/09 (d)

572

572

Triad Hospitals, Inc.:

Tranche A, term loan 5.07% 3/31/07 (d)

154

155

Tranche B, term loan 5.32% 9/30/08 (d)

7,350

7,469

U.S. Oncology, Inc. Tranche B, term loan 5.8046% 8/20/11 (d)

8,619

8,749

Vanguard Health Holding Co. I term loan 6.34% 9/23/11 (d)

5,821

5,923

Vicar Operating, Inc. Tranche F, term loan 4.875% 9/30/08 (d)

2,103

2,103

VWR Corp. Tranche B, term loan 5.65% 4/7/11 (d)

6,773

6,884

Warner Chilcott Corp. term loan 6.3557% 1/18/12 (d)

20,000

20,150

251,634

Homebuilding/Real Estate - 1.9%

Apartment Investment & Management Co. term loan 4.75% 11/2/09 (d)

2,100

2,132

Blount, Inc. Tranche B, term loan 5.8615% 8/9/10 (d)

3,533

3,586

CB Richard Ellis Services, Inc. term loan 4.8748% 3/31/10 (d)

6,440

6,488

Corrections Corp. of America Tranche C, term loan 4.9091% 3/31/08 (d)

693

697

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Homebuilding/Real Estate - continued

Crescent Real Estate Funding XII LP term loan 5.11% 1/12/06 (d)

$ 3,044

$ 3,051

General Growth Properties, Inc.:

Tranche A, term loan 5.11% 11/12/07 (d)

24,905

25,029

Tranche B, term loan 5.1% 11/12/08 (d)

25,944

26,106

Landsource Communication Development LLC Tranche B, term loan 5.5% 3/31/10 (d)

3,800

3,848

LNR Property Corp. Tranche B, term loan 5.81% 2/3/08 (d)

7,840

7,869

Macerich Partnership LP/Galahad Group Corp. term loan 6.35% 4/15/06 (d)

2,000

2,000

Maguire Properties, Inc. Tranche B, term loan 4.6206% 3/15/10 (d)

3,000

3,015

83,821

Hotels - 0.6%

Starwood Hotels & Resorts Worldwide, Inc. term loan 4.3144% 10/9/06 (d)

12,558

12,589

Wyndham International, Inc. term loan:

7.6875% 6/30/06 (d)

11,844

11,844

8.6875% 4/1/06 (d)

2,448

2,448

26,881

Insurance - 0.2%

Conseco, Inc. term loan 6.5644% 6/22/10 (d)

5,744

5,837

USI Holdings Corp. term loan 5.69% 8/11/09 (d)

1,965

1,970

7,807

Leisure - 1.0%

Six Flags Theme Park, Inc. Tranche B, term loan 5.38% 6/30/09 (d)

22,430

22,598

Universal City Development Partners Ltd. term loan 4.9035% 6/9/11 (d)

18,045

18,315

Yankees Holdings LP term loan 5.346% 6/25/07 (d)

943

952

41,865

Metals/Mining - 1.8%

Compass Minerals Tranche B, term loan 5.5952% 11/28/09 (d)

138

139

Foundation Pennsylvania Coal Co. Tranche B, term loan 5.0294% 7/30/11 (d)

20,233

20,536

ICG LLC term loan 5.88% 10/1/10 (d)

8,696

8,707

Murray Energy Corp. Tranche 1, term loan 5.9375% 1/28/10 (d)

3,000

2,993

Novelis, Inc. term loan 4.5% 1/7/12 (d)

20,692

20,925

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Metals/Mining - continued

Peabody Energy Corp. term loan 4.0426% 3/21/10 (d)

$ 14,917

$ 14,973

Stillwater Mining Co. term loan 6.388% 7/30/10 (d)

2,662

2,718

Trout Coal Holdings LLC / Dakota Tranche 1, term loan 7.5% 3/23/11 (d)

6,000

5,993

76,984

Paper - 3.3%

Appleton Papers, Inc. term loan 5.169% 6/11/10 (d)

5,955

6,015

Boise Cascade Holdings LLC Tranche B, term loan 4.74% 10/26/11 (d)

32,500

32,744

Buckeye Technologies, Inc. term loan 4.6841% 3/15/08 (d)

3,246

3,287

Escanaba Timber LLC term loan 7.75% 5/2/08 (d)

5,020

5,045

Georgia-Pacific Corp. term loan 4.3663% 7/2/09 (d)

21,000

20,974

Graphic Packaging International, Inc. Tranche B, term loan 5.5063% 8/8/10 (d)

16,094

16,356

Jefferson Smurfit Corp. U.S.:

Tranche B, term loan 5.8242% 9/16/10 (d)

336

340

Tranche C, term loan 6.3242% 9/16/11 (d)

367

372

Koch Cellulose LLC:

term loan 5.34% 5/7/11 (d)

7,729

7,835

Credit-Linked Deposit 4.6% 5/7/11 (d)

2,375

2,407

NewPage Corp. term loan 8% 5/2/11 (d)

7,000

7,044

Smurfit-Stone Container Enterprises, Inc.:

Credit-Linked Deposit 3.01% 11/1/10 (d)

4,164

4,237

Tranche B, term loan 4.8027% 11/1/11 (d)

29,538

30,057

Tranche C, term loan 4.9168% 11/1/11 (d)

7,920

8,059

144,772

Publishing/Printing - 2.8%

Advanstar Communications, Inc. Tranche B, term loan 7.57% 10/11/07 (d)

154

155

Advertising Directory Solutions, Inc.:

Tranche 1, term loan 5.07% 11/9/11 (d)

16,793

16,793

Tranche 2, term loan 6.82% 5/9/12 (d)

6,743

6,886

American Media Operations, Inc. Tranche C1, term loan 5.875% 4/1/07 (d)

2,511

2,555

CBD Media, Inc. Tranche D, term loan 5.63% 12/31/09 (d)

6,474

6,538

Dex Media East LLC/Dex Media East Finance Co.:

Tranche A, term loan 4.7163% 11/8/08 (d)

3,415

3,449

Tranche B, term loan 4.6367% 5/8/09 (d)

6,639

6,706

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Publishing/Printing - continued

Dex Media West LLC/Dex Media West Finance Co.:

Tranche A, term loan 5.0418% 9/9/09 (d)

$ 2,979

$ 3,008

Tranche B, term loan 4.7584% 9/9/10 (d)

13,379

13,513

Freedom Communication Holding, Inc. Tranche A, term loan 4.1833% 5/18/10 (d)

785

785

Freedom Communications, Inc. Tranche B, term loan 4.5968% 5/18/12 (d)

11,000

11,000

Herald Media, Inc. term loan 5.56% 7/22/11 (d)

2,481

2,512

Liberty Group Operating, Inc. Tranche B, term loan 5.625% 2/28/12 (d)

1,500

1,523

MediaNews Group, Inc. Tranche C, term loan 4.57% 12/30/10 (d)

9,925

9,987

Morris Communications Co. LLC:

Tranche A, term loan 4.625% 9/30/10 (d)

988

994

Tranche C, term loan 4.875% 3/31/11 (d)

1,995

2,015

R.H. Donnelley Corp. Tranche B2, term loan 4.8023% 6/30/11 (d)

26,189

26,418

Sun Media Corp. Canada Tranche B, term loan 5.19% 2/7/09 (d)

1,738

1,764

Transwestern Publishing Co. LP/Township Capital Corp. II Tranche B1, term loan 5.4556% 2/25/11 (d)

5,253

5,253

121,854

Railroad - 0.4%

Helm Holding Corp. Tranche B, term loan 5.7997% 7/2/10 (d)

2,289

2,311

Kansas City Southern Railway Co. Tranche B1, term loan 4.8109% 3/30/08 (d)

9,975

10,075

RailAmerica, Inc. term loan 4.875% 9/29/11 (d)

4,558

4,626

17,012

Restaurants - 0.6%

AFC Enterprises, Inc. Tranche B, term loan 7.75% 3/31/06 (d)

769

769

Carrols Corp. Tranche B, term loan 5.625% 12/31/10 (d)

3,990

4,050

CKE Restaurants, Inc. term loan 4.9375% 5/1/10 (d)

1,602

1,618

Domino's, Inc. term loan 4.875% 6/25/10 (d)

9,643

9,788

Jack in the Box, Inc. term loan 4.8491% 1/8/11 (d)

3,552

3,596

Landry's Seafood Restaurants, Inc. term loan 4.5312% 12/28/10 (d)

6,085

6,146

Ruth's Chris Steak House, Inc. term loan 6.0037% 3/11/11 (d)

1,924

1,953

27,920

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Services - 1.0%

CACI International, Inc. term loan 4.96% 4/30/11 (d)

$ 4,955

$ 4,955

Coinmach Corp. Tranche B, term loan 6.0408% 7/25/09 (d)

2,231

2,262

Coinstar, Inc. term loan 5.13% 7/1/11 (d)

6,137

6,229

Iron Mountain, Inc.:

term loan 4.6875% 4/2/11 (d)

11,310

11,423

Tranche R, term loan 4.75% 4/2/11 (d)

4,983

5,033

JohnsonDiversey, Inc. Tranche B, term loan 4.5057% 11/3/09 (d)

5,774

5,796

Knowledge Learning Corp. term loan 5.57% 1/7/12 (d)

2,878

2,892

Rural/Metro Corp.:

Credit-Linked Deposit 5.37% 3/4/11 (d)

408

408

term loan 5.43% 3/4/11 (d)

1,572

1,572

United Rentals, Inc.:

term loan 5.31% 2/14/11 (d)

2,472

2,506

Tranche B, Credit-Linked Deposit 4.8224% 2/14/11 (d)

499

506

Wackenhut Corrections Corp. term loan 5.606% 7/9/09 (d)

840

850

44,432

Shipping - 0.2%

Baker Tanks, Inc. term loan 5.6408% 1/30/11 (d)

3,293

3,343

Horizon Lines LLC Tranche B, term loan 5.62% 7/7/11 (d)

3,821

3,859

7,202

Super Retail - 0.2%

Alimentation Couche-Tard, Inc. term loan 4.764% 12/17/10 (d)

1,572

1,588

Blockbuster, Inc. Tranche A, term loan 4.81% 8/20/09 (d)

2,000

1,975

Buhrmann US, Inc. Tranche B1, term loan 5.155% 12/31/10 (d)

5,647

5,746

9,309

Technology - 2.4%

Alliant Techsystems, Inc. Tranche B, term loan 4.6892% 3/31/11 (d)

3,232

3,232

AMI Semiconductor, Inc. term loan 4.36% 4/1/12 (d)

3,000

3,030

Amphenol Corp. Tranche B1, term loan 4.3325% 5/6/10 (d)

13,000

13,163

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Technology - continued

Anteon International Corp. term loan 4.8144% 12/31/10 (d)

$ 6,923

$ 6,975

Fairchild Semiconductor Corp. Tranche B3, term loan 4.688% 12/31/10 (d)

8,978

9,067

Fidelity National Information Solutions, Inc. Tranche B, term loan 4.66% 3/9/13 (d)

32,375

32,254

Global Imaging Systems, Inc. term loan 4.4761% 5/10/10 (d)

2,729

2,743

K & F Industries, Inc. term loan 5.5693% 11/18/12 (d)

7,315

7,425

ON Semiconductor Corp. Tranche G, term loan 6.125% 12/15/11 (d)

5,973

5,995

Seagate Technology Holdings, Inc. term loan 5.3125% 5/13/07 (d)

1,950

1,982

Verifone, Inc. Tranche B, term loan 5.69% 6/30/11 (d)

2,968

2,968

Xerox Corp. term loan 4.82% 9/30/08 (d)

17,000

17,213

106,047

Telecommunications - 7.1%

AAT Communications Corp. Tranche B, term loan 5.788% 1/16/12 (d)

14,963

15,150

Alaska Communications Systems Holding term loan 5.0925% 2/1/12 (d)

8,000

8,060

American Tower LP Tranche B, term loan 5.3891% 8/31/11 (d)

27,294

27,635

Centennial Cellular Operating Co. LLC term loan 5.4828% 2/9/11 (d)

14,870

15,019

FairPoint Communications, Inc. Tranche B, term loan 5.1725% 2/8/12 (d)

3,500

3,526

Inmarsat Ventures PLC:

Tranche B, term loan 6.0311% 12/17/10 (d)

1,715

1,723

Tranche C, term loan 6.5311% 12/17/11 (d)

1,718

1,726

Intelsat Ltd. term loan 4.8425% 7/28/11 (d)

17,367

17,453

Iowa Telecommunication Services, Inc. Tranche B, term loan 5.0838% 11/23/11 (d)

4,000

4,040

New Skies Satellites BV term loan 5.6155% 5/2/11 (d)

9,626

9,722

Nextel Partners Operating Corp. Tranche C, term loan 5.4375% 5/31/11 (d)

16,000

16,240

NTELOS, Inc. Tranche B, term loan 5.57% 8/24/11 (d)

6,983

6,965

Qwest Corp.:

Tranche A, term loan 7.39% 6/30/07 (d)

76,000

78,280

Tranche B, term loan 6.95% 6/30/10 (d)

9,000

8,730

SBA Senior Finance, Inc. Tranche C, term loan 5.9628% 10/31/08 (d)

12,793

12,953

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Telecommunications - continued

SpectraSite Communications, Inc. Tranche B, term loan 4.52% 5/19/12 (d)

$ 26,583

$ 26,849

Triton PCS, Inc. term loan 6.32% 11/18/09 (d)

14,963

15,056

USA Mobility, Inc. term loan 5.47% 11/16/06 (d)

2,748

2,758

Valor Telecommunications Enterprises LLC/Valor Finance Corp. Tranche B, term loan 5.0747% 2/14/12 (d)

9,261

9,388

Western Wireless Corp.:

Tranche A, term loan 5.1927% 5/28/10 (d)

11,008

11,022

Tranche B, term loan 6.0142% 5/26/11 (d)

17,180

17,223

309,518

Textiles & Apparel - 0.1%

Kosa Lux Finance BV/Kosa UK Finance BV/Arteva Global Holdings BV/Kosa Canada Co. Tranche B, term loan 5.875% 4/29/11 (d)

1,824

1,856

Polymer Group, Inc. term loan 6.34% 4/27/10 (d)

936

952

William Carter Co. Tranche C, term loan 5.0645% 9/30/08 (d)

410

415

3,223

TOTAL FLOATING RATE LOANS

(Cost $3,060,484)

3,081,811

Nonconvertible Bonds - 12.4%

Automotive - 0.0%

Delco Remy International, Inc. 7.1406% 4/15/09 (d)

1,000

1,000

Broadcasting - 0.9%

Granite Broadcasting Corp. 9.75% 12/1/10

4,545

4,147

Gray Television, Inc. 9.25% 12/15/11

1,000

1,085

Nexstar Broadcasting, Inc. 7% 1/15/14

4,760

4,284

Paxson Communications Corp. 5.8906% 1/15/10 (c)(d)

8,500

8,521

Radio One, Inc. 8.875% 7/1/11

7,000

7,455

Spanish Broadcasting System, Inc. 9.625% 11/1/09

3,000

3,143

XM Satellite Radio, Inc. 8.2425% 5/1/09 (d)

11,700

11,846

40,481

Cable TV - 2.2%

Cablevision Systems Corp. 7.89% 4/1/09 (c)(d)

7,000

7,105

CSC Holdings, Inc.:

7.875% 12/15/07

6,000

6,135

10.5% 5/15/16

2,000

2,185

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

$ 3,000

$ 3,248

EchoStar DBS Corp. 6.35% 10/1/08 (d)

74,285

75,956

94,629

Capital Goods - 0.1%

Tyco International Group SA yankee 6.375% 2/15/06

3,000

3,057

Chemicals - 0.8%

Borden US Finance Corp./Nova Scotia Finance ULC 7.8906% 7/15/10 (c)(d)

3,000

2,910

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

2,000

2,210

Georgia Gulf Corp. 7.625% 11/15/05

2,000

2,025

Huntsman Advanced Materials LLC 10.89% 7/15/08 (c)(d)

4,310

4,558

Huntsman ICI Chemicals LLC 10.125% 7/1/09

1,224

1,273

Huntsman International LLC 9.875% 3/1/09

3,000

3,233

Huntsman LLC 10.6406% 7/15/11 (c)(d)

2,000

2,120

Methanex Corp. yankee 7.75% 8/15/05

13,125

13,256

Millennium America, Inc. 7% 11/15/06

5,000

5,038

36,623

Containers - 0.1%

Ball Corp. 7.75% 8/1/06

5,000

5,138

Diversified Financial Services - 0.3%

General Motors Acceptance Corp.:

3.695% 5/18/06 (d)

1,000

980

3.7% 3/20/07 (d)

2,000

1,895

4.3948% 10/20/05 (d)

10,000

9,978

12,853

Diversified Media - 0.5%

Liberty Media Corp. 4.51% 9/17/06 (d)

22,000

22,261

Electric Utilities - 0.8%

AES Corp.:

8.5% 11/1/07

2,531

2,569

8.75% 6/15/08

4,000

4,230

Allegheny Energy Supply Co. LLC 10.25% 11/15/07 (c)

7,422

8,164

Allegheny Energy, Inc. 7.75% 8/1/05

3,000

2,993

CMS Energy Corp. 9.875% 10/15/07

12,000

12,885

Power Contract Financing LLC 5.2% 2/1/06 (c)

492

479

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

Southern California Edison Co. 8% 2/15/07

$ 250

$ 268

TECO Energy, Inc. 6.125% 5/1/07

4,000

4,060

35,648

Energy - 1.4%

El Paso Corp. 7.875% 6/15/12

2,000

1,943

El Paso Energy Corp. 6.95% 12/15/07

3,350

3,317

Parker Drilling Co. 7.66% 9/1/10 (d)

2,000

2,045

Pemex Project Funding Master Trust 4.31% 6/15/10 (c)(d)

25,000

25,700

Premcor Refining Group, Inc.:

9.25% 2/1/10

2,000

2,160

9.5% 2/1/13

2,000

2,270

Sonat, Inc. 7.625% 7/15/11

3,000

2,869

Southern Natural Gas Co. 8.875% 3/15/10

840

903

Tesoro Petroleum Corp. 8% 4/15/08

1,000

1,050

The Coastal Corp.:

6.5% 5/15/06

6,000

6,038

7.5% 8/15/06

2,000

2,043

Transcontinental Gas Pipe Line Corp. 8.875% 7/15/12

2,000

2,325

Williams Companies, Inc. Credit Linked Certificate Trust IV 5.9925% 5/1/09 (c)(d)

7,000

7,350

60,013

Entertainment/Film - 0.5%

AMC Entertainment, Inc. 7.0444% 8/15/10 (c)(d)

21,000

21,735

Food and Drug Retail - 0.4%

Rite Aid Corp.:

6% 12/15/05 (c)

7,000

6,895

12.5% 9/15/06

8,000

8,640

Stater Brothers Holdings, Inc. 6.51% 6/15/10 (d)

1,950

1,911

17,446

Food/Beverage/Tobacco - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

3,000

3,120

Dean Foods Co. 6.75% 6/15/05

3,000

3,000

6,120

Gaming - 0.2%

Mandalay Resort Group:

9.5% 8/1/08

2,000

2,205

10.25% 8/1/07

2,000

2,190

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Penn National Gaming, Inc. 6.875% 12/1/11

$ 1,000

$ 1,000

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (c)

3,000

2,790

8,185

Healthcare - 0.3%

HCA, Inc. 5.5% 12/1/09

4,000

3,960

HealthSouth Corp.:

6.875% 6/15/05

2,000

2,000

7.375% 10/1/06

2,000

2,015

Service Corp. International (SCI) 6.5% 3/15/08

3,000

2,985

10,960

Leisure - 0.1%

Universal City Florida Holding Co. I/II 7.4925% 5/1/10 (c)(d)

6,140

6,401

Metals/Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

8,000

7,600

10.125% 2/1/10

11,470

12,617

20,217

Paper - 0.1%

Ainsworth Lumber Co. Ltd. 6.84% 10/1/10 (d)

2,000

1,960

Boise Cascade LLC/Boise Cascade Finance Corp. 6.0156% 10/15/12 (c)(d)

2,190

2,174

4,134

Publishing/Printing - 0.2%

Dex Media East LLC/Dex Media East Finance Co. 9.875% 11/15/09

5,000

5,438

R.H. Donnelley Finance Corp. I 8.875% 12/15/10

5,000

5,425

10,863

Shipping - 0.3%

General Maritime Corp. 10% 3/15/13

5,000

5,375

OMI Corp. 7.625% 12/1/13

2,000

2,005

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

3,620

3,475

Teekay Shipping Corp. yankee 8.32% 2/1/08

142

142

Ultrapetrol Bahamas Ltd. 9% 11/24/14

1,910

1,757

12,754

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Steels - 0.3%

Ispat Inland ULC 9.85% 4/1/10 (d)

$ 13,000

$ 13,813

Technology - 0.4%

Freescale Semiconductor, Inc. 5.8906% 7/15/09 (d)

16,000

16,400

IOS Capital LLC 7.25% 6/30/08

85

86

16,486

Telecommunications - 1.7%

AirGate PCS, Inc. 6.8906% 10/15/11 (c)(d)

2,000

2,040

America Movil SA de CV 3.805% 4/27/07 (d)

1,000

996

American Tower Corp. 9.375% 2/1/09

1,288

1,349

Crown Castle International Corp. 10.75% 8/1/11

4,000

4,260

Dobson Cellular Systems, Inc. 7.4925% 11/1/11 (c)(d)

5,000

5,075

Intelsat Ltd. 7.7938% 1/15/12 (c)(d)

7,000

7,105

New Skies Satellites BV 7.4375% 11/1/11 (c)(d)

3,000

3,045

Nextel Partners, Inc. 12.5% 11/15/09

3,000

3,300

Qwest Communications International, Inc. 6.5444% 2/15/09 (c)(d)

3,000

2,970

Rogers Communications, Inc.:

6.135% 12/15/10 (d)

22,310

22,756

6.375% 3/1/14

5,000

4,763

Rural Cellular Corp.:

7.51% 3/15/10 (d)

11,000

11,165

8.25% 3/15/12

6,000

6,060

74,884

Textiles & Apparel - 0.2%

Levi Strauss & Co. 7.73% 4/1/12 (c)(d)

8,000

7,360

TOTAL NONCONVERTIBLE BONDS

(Cost $545,173)

543,061

U.S. Treasury Obligations - 0.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Notes 3.375% 2/28/07
(Cost $16,922)

$ 17,000

$ 16,924

Commercial Mortgage Securities - 0.2%

Bear Stearns Commercial Mortgage Securities, Inc. floater Series 2004-ESA Class K, 5.45% 5/14/16 (c)(d)

8,000

8,006

CS First Boston Mortgage Securities Corp. Series 2000-FL1A Class F, 5.6996% 12/15/09 (c)(d)

679

68

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $8,676)

8,074

Foreign Government and Government Agency Obligations - 0.0%

Venezuelan Republic 4.15% 4/20/11 (d)
(Cost $2,405)

3,000

2,667

Common Stocks - 0.0%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)
(Cost $0)

45

0

Money Market Funds - 17.1%

Fidelity Cash Central Fund, 2.84% (b)

620,897,131

620,897

Fidelity Money Market Central Fund, 2.94% (b)

126,944,872

126,945

TOTAL MONEY MARKET FUNDS

(Cost $747,842)

747,842

Cash Equivalents - 0.4%

Maturity Amount (000s)

Value (Note 1)
(000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.86%, dated 4/29/05 due 5/2/05)
(Cost $16,433)

$ 16,437

$ 16,433

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $4,397,935)

4,416,812

NET OTHER ASSETS - (0.9)%

(38,165)

NET ASSETS - 100%

$ 4,378,647

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $142,571,000 or 3.3% of net assets.

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

(e) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $9,266,000 of which $7,189,000 and $2,077,000 will expire on October 31, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005

Assets

Investment in securities, at value (including repurchase agreements of $16,433) (cost $4,397,935) - See accompanying schedule

$ 4,416,812

Receivable for investments sold

33,518

Receivable for fund shares sold

14,355

Interest receivable

25,990

Prepaid expenses

9

Receivable from investment adviser for expense reductions

6

Other affiliated receivables

30

Total assets

4,490,720

Liabilities

Payable to custodian bank

$ 1,415

Payable for investments purchased

91,014

Payable for fund shares redeemed

12,996

Distributions payable

2,700

Accrued management fee

2,448

Distribution fees payable

631

Other affiliated payables

530

Other payables and accrued expenses

339

Total liabilities

112,073

Net Assets

$ 4,378,647

Net Assets consist of:

Paid in capital

$ 4,362,458

Undistributed net investment income

6,714

Accumulated undistributed net realized gain (loss) on investments

(9,402)

Net unrealized appreciation (depreciation) on investments

18,877

Net Assets

$ 4,378,647

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($339,153 ÷ 34,116 shares)

$ 9.94

Maximum offering price per share (100/96.25 of $9.94)

$ 10.33

Class T:
Net Asset Value
and redemption price per share ($493,681 ÷ 49,708 shares)

$ 9.93

Maximum offering price per share (100/97.25 of $9.93)

$ 10.21

Class B:
Net Asset Value
and offering price per share ($183,482 ÷ 18,475 shares)A

$ 9.93

Class C:
Net Asset Value
and offering price per share ($577,391 ÷ 58,089 shares)A

$ 9.94

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($2,527,163 ÷ 254,435 shares)

$ 9.93

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($257,777 ÷ 25,961 shares)

$ 9.93

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005

Investment Income

Interest

$ 94,275

Expenses

Management fee

$ 13,530

Transfer agent fees

2,455

Distribution fees

3,645

Accounting fees and expenses

616

Independent trustees' compensation

10

Custodian fees and expenses

66

Registration fees

244

Audit

66

Legal

117

Interest

1

Miscellaneous

186

Total expenses before reductions

20,936

Expense reductions

(39)

20,897

Net investment income

73,378

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

3,683

Change in net unrealized appreciation (depreciation) on investment securities

(15,558)

Net gain (loss)

(11,875)

Net increase (decrease) in net assets resulting from operations

$ 61,503

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 73,378

$ 68,126

Net realized gain (loss)

3,683

5,411

Change in net unrealized appreciation (depreciation)

(15,558)

21,689

Net increase (decrease) in net assets resulting
from operations

61,503

95,226

Distributions to shareholders from net investment income

(73,141)

(69,224)

Distributions to shareholders from net realized gain

(3,785)

-

Total distributions

(76,926)

(69,224)

Share transactions - net increase (decrease)

835,191

2,081,242

Redemption fees

255

467

Total increase (decrease) in net assets

820,023

2,107,711

Net Assets

Beginning of period

3,558,624

1,450,913

End of period (including undistributed net investment income of $6,714 and undistributed net investment income of $6,477, respectively)

$ 4,378,647

$ 3,558,624

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.181

.285

.292

.352

.580

.136

Net realized and unrealized gain (loss)

(.022)

.098

.447

(.264)

(.185)

(.047)

Total from investment operations

.159

.383

.739

.088

.395

.089

Distributions from net investment income

(.180)

(.295)

(.311)

(.339)

(.638)

(.150)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.190)

(.295)

(.311)

(.339)

(.638)

(.150)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.61%

3.96%

7.95%

.90%

4.08%

.90%

Ratios to Average Net Assets G

Expenses before expense reductions

1.08% A

1.08%

1.10%

1.12%

1.14%

1.75% A

Expenses net of voluntary waivers, if any

1.08% A

1.08%

1.10%

1.10%

.99%

.78% A

Expenses net of all reductions

1.08% A

1.08%

1.09%

1.09%

.98%

.78% A

Net investment income

3.66% A

2.90%

3.04%

3.64%

5.93%

7.21% A

Supplemental Data

Net assets, end of period (in millions)

$ 339

$ 299

$ 88

$ 37

$ 41

$ 9

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.177

.276

.285

.342

.573

.131

Net realized and unrealized gain (loss)

(.021)

.098

.446

(.263)

(.195)

(.045)

Total from investment operations

.156

.374

.731

.079

.378

.086

Distributions from net investment income

(.177)

(.286)

(.303)

(.330)

(.631)

(.147)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.187)

(.286)

(.303)

(.330)

(.631)

(.147)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.58%

3.87%

7.87%

.80%

3.90%

.88%

Ratios to Average Net Assets G

Expenses before expense reductions

1.15% A

1.17%

1.18%

1.20%

1.22%

1.81% A

Expenses net of voluntary waivers, if any

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Expenses net of all reductions

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Net investment income

3.59% A

2.81%

2.96%

3.54%

5.86%

7.06% A

Supplemental Data

Net assets, end of period (in millions)

$ 494

$ 389

$ 113

$ 75

$ 76

$ 25

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.153

.231

.243

.298

.525

.134

Net realized and unrealized gain (loss)

(.022)

.096

.444

(.263)

(.194)

(.056)

Total from investment operations

.131

.327

.687

.035

.331

.078

Distributions from net investment income

(.152)

(.239)

(.259)

(.286)

(.584)

(.139)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.162)

(.239)

(.259)

(.286)

(.584)

(.139)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.33%

3.38%

7.38%

.35%

3.42%

.79%

Ratios to Average Net Assets G

Expenses before expense reductions

1.66% A

1.65%

1.64%

1.65%

1.66%

2.74% A

Expenses net of voluntary waivers, if any

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Expenses net of all reductions

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Net investment income

3.09% A

2.33%

2.50%

3.09%

5.38%

6.75% A

Supplemental Data

Net assets, end of period (in millions)

$ 183

$ 184

$ 134

$ 118

$ 125

$ 24

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.150

.224

.235

.290

.516

.125

Net realized and unrealized gain (loss)

(.022)

.107

.434

(.263)

(.184)

(.051)

Total from investment operations

.128

.331

.669

.027

.332

.074

Distributions from net investment income

(.149)

(.233)

(.251)

(.278)

(.575)

(.135)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.159)

(.233)

(.251)

(.278)

(.575)

(.135)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.29%

3.41%

7.18%

.26%

3.42%

.76%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.71%

1.72%

1.73%

1.75%

2.41% A

Expenses net of voluntary waivers, if any

1.72% A

1.71%

1.71%

1.73%

1.64%

1.44% A

Expenses net of all reductions

1.71% A

1.71%

1.71%

1.73%

1.63%

1.44% A

Net investment income

3.02% A

2.27%

2.42%

3.00%

5.28%

6.55% A

Supplemental Data

Net assets, end of period (in millions)

$ 577

$ 524

$ 269

$ 235

$ 278

$ 48

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.52

Income from Investment Operations

Net investment income D

.193

.309

.311

.040

Net realized and unrealized gain (loss)

(.022)

.099

.450

(.084)

Total from investment operations

.171

.408

.761

(.044)

Distributions from net investment income

(.192)

(.320)

(.333)

(.037)

Distributions from net realized gain

(.010)

-

-

-

Total distributions

(.202)

(.320)

(.333)

(.037)

Redemption fees added to paid in capital D

.001

.002

.002

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

Total Return B, C

1.74%

4.22%

8.20%

(.45)%

Ratios to Average Net Assets F

Expenses before expense reductions

.84% A

.84%

.86%

1.15% A

Expenses net of voluntary waivers, if any

.84% A

.84%

.86%

.95% A

Expenses net of all reductions

.84% A

.84%

.86%

.94% A

Net investment income

3.90% A

3.14%

3.27%

3.99% A

Supplemental Data

Net assets, end of period (in millions)

$ 2,527

$ 1,982

$ 811

$ 18

Portfolio turnover rate

72% A

61%

55%

77% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period September 19, 2002 (commencement of operations) to October 31, 2002.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income D

.191

.304

.312

.365

.590

.151

Net realized and unrealized gain (loss)

(.021)

.110

.436

(.262)

(.193)

(.058)

Total from investment operations

.170

.414

.748

.103

.397

.093

Distributions from net investment income

(.191)

(.316)

(.330)

(.354)

(.650)

(.154)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.201)

(.316)

(.330)

(.354)

(.650)

(.154)

Redemption fees added to paid in capital D

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

Total Return B, C

1.72%

4.29%

8.06%

1.06%

4.11%

.94%

Ratios to Average Net Assets F

Expenses before expense reductions

.87% A

.87%

.90%

.94%

1.02%

2.32% A

Expenses net of voluntary waivers, if any

.87% A

.87%

.89%

.94%

.87%

.49% A

Expenses net of all reductions

.87% A

.87%

.89%

.93%

.87%

.49% A

Net investment income

3.87% A

3.11%

3.24%

3.79%

6.05%

7.50% A

Supplemental Data

Net assets, end of period (in millions)

$ 258

$ 182

$ 36

$ 18

$ 7

$ 1

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period August 16, 2000 (commencement of operations) to October 31, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, Fidelity Floating Rate High Income Fund and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 30,265

Unrealized depreciation

(10,763)

Net unrealized appreciation (depreciation)

$ 19,502

Cost for federal income tax purposes

$ 4,397,310

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

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

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

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities and U.S. government securities, aggregated $1,781,542 and $1,253,586, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .68% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees 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 and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 243

$ 2

Class T

0%

.25%

545

35

Class B

.55%

.15%

638

503

Class C

.55%

.25%

2,219

1,176

$ 3,645

$ 1,716

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 3.75% for selling Class A shares, and 2.75% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3.50% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

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

Retained by
FDC

Class A

$ 149

Class T

39

Class B *

208

Class C *

183

$ 579

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Floating Rate High Income Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Floating Rate High Income Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 289

.18 *

Class T

333

.15 *

Class B

193

.21 *

Class C

449

.16 *

Fidelity Floating Rate High Income Fund

1,054

.09 *

Institutional Class

137

.12 *

$ 2,455

* Annualized

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $6,640 for the period.

5. Committed Line of Credit.

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

6. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $5,084. The weighted average interest rate was 2.34%. At period end, there were no bank borrowings outstanding.

7. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class B

1.65%

$ 13

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $26.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. 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.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 5,840

$ 5,424

Class T

7,732

5,689

Class B

2,777

3,704

Class C

8,253

8,778

Fidelity Floating Rate High Income Fund

44,258

42,798

Institutional Class

4,281

2,831

Total

$ 73,141

$ 69,224

From net realized gain

Class A

$ 311

$ -

Class T

412

-

Class B

184

-

Class C

543

-

Fidelity Floating Rate High Income Fund

2,131

-

Institutional Class

204

-

Total

$ 3,785

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

11,492

27,948

$ 114,763

$ 277,030

Reinvestment of distributions

467

400

4,660

3,973

Shares redeemed

(7,869)

(7,275)

(78,586)

(72,139)

Net increase (decrease)

4,090

21,073

$ 40,837

$ 208,864

Class T

Shares sold

18,413

35,957

$ 183,700

$ 356,199

Reinvestment of distributions

730

478

7,277

4,740

Shares redeemed

(8,439)

(8,867)

(84,204)

(87,803)

Net increase (decrease)

10,704

27,568

$ 106,773

$ 273,136

Class B

Shares sold

2,176

7,765

$ 21,714

$ 76,852

Reinvestment of distributions

220

270

2,192

2,676

Shares redeemed

(2,346)

(3,164)

(23,412)

(31,327)

Net increase (decrease)

50

4,871

$ 494

$ 48,201

Class C

Shares sold

12,449

32,885

$ 124,322

$ 325,903

Reinvestment of distributions

589

578

5,876

5,735

Shares redeemed

(7,483)

(8,222)

(74,726)

(81,504)

Net increase (decrease)

5,555

25,241

$ 55,472

$ 250,134

Fidelity Floating Rate High Income Fund

Shares sold

100,305

164,843

$ 1,001,061

$ 1,632,450

Reinvestment of distributions

4,017

3,750

40,053

37,164

Shares redeemed

(48,771)

(51,878)

(486,456)

(513,641)

Net increase (decrease)

55,551

116,715

$ 554,658

$ 1,155,973

Institutional Class

Shares sold

12,310

19,252

$ 122,811

$ 190,759

Reinvestment of distributions

183

117

1,824

1,162

Shares redeemed

(4,782)

(4,738)

(47,678)

(46,987)

Net increase (decrease)

7,711

14,631

$ 76,957

$ 144,934

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the portfolio of investments, as of April 30, 2005, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and the financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2005, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of April 30, 2005, the results of its operations for the six months then ended, the changes in its net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and its financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 22, 2005

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AFRI-USAN-0605
1.784878.102

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

Fidelity

Floating Rate High Income

Fund

(A Class of Fidelity® Advisor
Floating Rate High Income Fund)

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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, redemption fees, 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below for each 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.

Semiannual Report

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,016.10

$ 5.40

HypotheticalA

$ 1,000.00

$ 1,019.44

$ 5.41

Class T

Actual

$ 1,000.00

$ 1,015.80

$ 5.75

HypotheticalA

$ 1,000.00

$ 1,019.09

$ 5.76

Class B

Actual

$ 1,000.00

$ 1,013.30

$ 8.24

HypotheticalA

$ 1,000.00

$ 1,016.61

$ 8.25

Class C

Actual

$ 1,000.00

$ 1,012.90

$ 8.58

HypotheticalA

$ 1,000.00

$ 1,016.27

$ 8.60

Fidelity Floating Rate High Income Fund

Actual

$ 1,000.00

$ 1,017.40

$ 4.20

HypotheticalA

$ 1,000.00

$ 1,020.63

$ 4.21

Institutional Class

Actual

$ 1,000.00

$ 1,017.20

$ 4.35

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.08%

Class T

1.15%

Class B

1.65%

Class C

1.72%

Fidelity Floating Rate High Income Fund

.84%

Institutional Class

.87%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Charter Communications Operating LLC

2.8

2.7

Qwest Corp.

2.0

2.2

EchoStar DBS Corp.

1.7

2.0

El Paso Corp.

1.6

0.1

Texas Genco LLC

1.3

0.0

9.4

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Cable TV

12.9

11.5

Telecommunications

8.8

9.4

Healthcare

6.0

5.9

Electric Utilities

4.9

6.3

Energy

4.4

3.7

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

U.S. Government
and U.S. Government
Agency Obligations 0.4%

U.S. Government and
U.S. Government
Agency Obligations 0.0%

AAA, AA, A 0.0%

AAA, AA, A 0.1%

BBB 2.3%

BBB 2.5%

BB 34.6%

BB 31.4%

B 31.7%

B 33.9%

CCC, CC, C 1.4%

CCC, CC, C 1.9%

D 0.0%

D 0.0%

Not Rated 13.0%

Not Rated 17.6%

Equities 0.0%

Equities 0.0%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 **

Floating Rate
Loans 70.4%

Floating Rate
Loans 73.5%

Nonconvertible
Bonds 12.4%

Nonconvertible
Bonds 13.6%

U.S. Government
and U.S. Government Agency Obligations 0.4%

U.S. Government
and U.S. Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.0%

Foreign Government & Government Agency Obligations 0.1%

Other Investments 0.2%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 16.6%

Short-Term
Investments and
Net Other Assets 12.6%

* Foreign investments

5.7%

** Foreign investments

4.7%



Semiannual Report

Investments April 30, 2005

Showing Percentage of Net Assets

Floating Rate Loans (e) - 70.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

Aerospace - 0.5%

DRS Technologies, Inc. term loan 4.9728% 11/4/10 (d)

$ 767

$ 778

Standard Aero Holdings, Inc. term loan 5.5892% 8/24/12 (d)

6,646

6,754

Titan Corp. Tranche B, term loan 5.7004% 6/30/09 (d)

6,887

6,982

Transdigm, Inc. term loan 5.3% 7/22/10 (d)

1,580

1,599

United Defense Industries, Inc. Tranche B, term loan 5.07% 8/13/09 (d)

4,727

4,727

20,840

Automotive - 2.0%

Accuride Corp. term loan 5.308% 1/31/12 (d)

5,659

5,659

Advance Auto Parts, Inc. Tranche B, term loan 4.7438% 9/30/10 (d)

2,995

3,029

Affinia Group, Inc. Tranche B, term loan 5.44% 11/30/11 (d)

5,521

5,563

AM General LLC Tranche B1, term loan 7.6379% 11/1/11 (d)

1,950

2,028

CSK Automotive, Inc. Tranche B, term loan 4.85% 8/10/10 (d)

1,970

1,995

Enersys Capital, Inc. term loan 4.9923% 3/17/11 (d)

993

1,005

Federal-Mogul Corp. Tranche C, term loan 6.81% 1/1/49 (d)

2,000

2,000

Goodyear Tire & Rubber Co.:

Tranche 1, 4.67% 4/30/10 (d)

17,320

17,493

Tranche 2, term loan 5.89% 4/30/10 (d)

7,500

7,406

Key Safety Systems, Inc. Tranche B, term loan 5.8625% 6/24/10 (d)

2,819

2,833

Mark IV Industries, Inc. Tranche B, term loan 6.2366% 6/23/11 (d)

2,978

3,015

SPX Corp. Tranche B1, term loan 5.375% 9/30/09 (d)

4,679

4,691

Tenneco Auto, Inc.:

Tranche B, term loan 5.12% 12/12/10 (d)

3,042

3,072

Tranche B1, Credit-Linked Deposit 5.11% 12/12/10 (d)

1,336

1,350

Travelcenters of America, Inc. term loan 4.51% 10/1/08 (d)

6,000

6,060

TRW Automotive Holdings Corp.:

Tranche B, term loan 4.375% 6/30/12 (d)

2,306

2,306

Tranche E, term loan 3.88% 10/31/10 (d)

14,963

14,963

United Components, Inc. Tranche C, term loan 5.29% 6/30/10 (d)

1,417

1,435

85,903

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Broadcasting - 1.7%

Cumulus Media, Inc.:

Tranche A1, term loan 4.8125% 3/28/09 (d)

$ 4,881

$ 4,906

Tranche E, term loan 4.8125% 3/28/10 (d)

8,317

8,380

Tranche F, term loan 4.5625% 3/28/10 (d)

2,985

3,007

Emmis Operating Co. Tranche B, term loan 4.66% 11/10/11 (d)

21,945

22,219

Gray Television, Inc. term loan 4.8961% 6/30/11 (d)

4,988

5,050

Nexstar Broadcasting, Inc. Tranche B, term loan 4.87% 10/1/12 (d)

15,000

15,075

Radio One, Inc. Tranche A, term loan 3.575% 6/30/07 (d)

2,065

2,065

Raycom TV Broadcasting, Inc.:

Tranche A, term loan 4.9375% 10/6/11 (d)

2,000

2,008

Tranche B, term loan 5.125% 4/6/12 (d)

3,000

3,034

Sinclair Television Group, Inc.:

Tranche A, term loan 6.25% 6/30/09 (d)

1,800

1,800

Tranche C, term loan 6.5% 12/31/09 (d)

2,115

2,115

Spanish Broadcasting System, Inc. term loan 6.32% 10/30/09 (d)

4,789

4,837

74,496

Building Materials - 1.0%

Contech Construction Products, Inc., Ohio term loan 5.6328% 11/30/10 (d)

3,372

3,418

Goodman Global Holdings, Inc. term loan 5.5% 12/23/11 (d)

10,424

10,580

Masonite International Corp. term loan 6.9998% 4/6/15 (d)

16,500

16,500

National Waterworks, Inc. Tranche B1, term loan 5.6% 11/22/09 (d)

1,684

1,707

Nortek Holdings, Inc. term loan 5.3442% 8/27/11 (d)

11,940

12,089

44,294

Cable TV - 10.7%

Adelphia Communications Corp. Tranche B, term loan 5.375% 3/31/06 (d)

30,350

30,502

Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B, term loan 5.7% 9/1/11 (d)

2,700

2,727

Century Cable Holdings LLC Tranche B, term loan:

7.75% 6/30/09 (d)

2,703

2,670

7.75% 12/31/09 (d)

2,750

2,712

Century-TCI California LP term loan 5.75% 12/31/07 (d)

10,016

10,004

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

Charter Communications Operating LLC:

Tranche A, term loan 6.19% 4/27/10 (d)

$ 9,000

$ 8,865

Tranche B, term loan 6.4398% 4/7/11 (d)

113,231

111,944

Cox Communications, Inc. term loan 3.845% 12/8/09 (d)

16,000

16,000

DIRECTV Holdings LLC Tranche B, term loan 4.4538% 4/13/13 (d)

36,520

36,657

Hilton Head Communications LP Tranche B, term loan 7% 3/31/08 (d)

7,150

7,034

Insight Midwest Holdings LLC:

Tranche A, term loan 4.5% 6/30/09 (d)

23,499

23,881

Tranche B, term loan:

5.75% 12/31/09 (d)

13,832

14,005

5.75% 12/31/09 (d)

988

1,002

Mediacom Broadband LLC/Mediacom Broadband Corp. Tranche B, term loan 5.3634% 9/30/10 (d)

3,970

3,970

Mediacom LLC Tranche B, term loan 5.1641% 3/31/13 (d)

13,965

14,105

NTL Investment Holdings Ltd. Tranche B, term loan 6.41% 6/13/12 (d)

42,647

43,073

Olympus Cable Holdings LLC:

Tranche A, term loan 7% 6/30/10 (d)

13,200

13,002

Tranche B, term loan 7.75% 9/30/10 (d)

1,500

1,491

PanAmSat Corp. Tranche B, term loan 5.31% 8/20/11 (d)

52,597

53,255

Rainbow Media Holdings, Inc. Tranche B, term loan 5.69% 3/31/12 (d)

6,000

6,105

Telewest Global Finance LLC:

Tranche B, term loan 5.3917% 12/20/12 (d)

11,216

11,384

Tranche C, term loan 5.8917% 12/20/13 (d)

8,577

8,705

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (d)

33,000

32,959

UPC Distribution Holdings BV Tranche F, term loan 6.6% 12/31/11 (d)

11,008

11,146

467,198

Capital Goods - 1.5%

AGCO Corp. term loan 4.8239% 7/3/09 (d)

9,389

9,530

Alliance Laundry Systems LLC term loan 5.12% 1/27/12 (d)

2,356

2,383

Amsted Industries, Inc. Tranche B, term loan 5.8997% 10/15/10 (d)

6,787

6,889

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Capital Goods - continued

Bucyrus International, Inc. term loan 5.0697% 7/28/10 (d)

$ 2,087

$ 2,113

Dresser, Inc. Tranche C, term loan 5.6% 4/10/09 (d)

4,278

4,364

Dresser-Rand Group, Inc. Tranche B, term loan 5.3569% 10/29/11 (d)

7,978

8,078

Flowserve Corp. Tranche C, term loan 5.8349% 6/30/09 (d)

1,195

1,207

Hexcel Corp. Tranche B, term loan 4.8322% 3/1/12 (d)

6,150

6,212

Invensys International Holding Ltd.:

Tranche A, term loan 5.9513% 3/5/09 (d)

1,946

1,965

Tranche B1, term loan 6.8813% 9/4/09 (d)

12,749

12,908

Terex Corp.:

term loan 5.39% 12/31/09 (d)

1,496

1,511

Tranche B, term loan 4.89% 7/3/09 (d)

7,347

7,421

TriMas Corp. Tranche B, term loan 6.8994% 12/31/09 (d)

863

876

65,457

Chemicals - 3.3%

Celanese AG Credit-Linked Deposit 5.3706% 4/6/09 (d)

6,000

6,090

Celanese Holding LLC term loan:

delay draw 4/6/11 (d)

4,982

5,050

5.625% 4/6/11 (d)

34,962

35,443

Cognis Deutschland Gmbh & Co. Kg term loan 7.2225% 11/15/13 (d)

1,000

1,031

Hercules, Inc. Tranche B, term loan 4.8715% 10/8/10 (d)

5,452

5,507

Huntsman International LLC term loan 5.5% 12/31/10 (d)

16,512

16,800

Huntsman LLC Tranche B, term loan 6.05% 3/31/10 (d)

18,800

19,153

Innophos, Inc. Tranche B, term loan 5.3946% 8/13/10 (d)

4,380

4,424

Mosaic Co. Tranche B, term loan 4.7614% 2/21/12 (d)

10,800

10,881

Nalco Co. Tranche B, term loan 4.9982% 11/4/10 (d)

18,536

18,768

PQ Corp. term loan 5.125% 2/11/12 (d)

2,950

2,980

Rockwood Specialties Group, Inc. Tranche B, term loan 5.43% 7/30/12 (d)

14,700

14,847

SGL Carbon LLC term loan 5.9895% 12/31/09 (d)

2,881

2,896

143,870

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Consumer Products - 1.9%

American Achievement Corp. Tranche B, term loan 5.2513% 3/25/11 (d)

$ 3,152

$ 3,195

Central Garden & Pet Co. Tranche B, term loan 4.6998% 5/14/09 (d)

983

992

Church & Dwight Co., Inc. Tranche B, term loan 4.81% 5/28/11 (d)

8,819

8,940

Del Laboratories, Inc. term loan 5.2762% 7/27/11 (d)

4,938

4,968

Jarden Corp. term loan 5.0925% 1/24/12 (d)

11,151

11,207

Jostens IH Corp. Tranche B, term loan 5.19% 10/4/11 (d)

14,308

14,486

Rayovac Corp. term loan 4.9122% 2/7/12 (d)

5,100

5,170

Revlon Consumer Products Corp. term loan 8.9971% 7/9/10 (d)

8,750

9,056

Sealy Mattress Co. Tranche D, term loan 4.9686% 4/6/12 (d)

10,500

10,553

Simmons Bedding Co. Tranche C, term loan 5.8154% 12/19/11 (d)

5,821

5,851

Simmons Co. term loan 7% 6/19/12 (d)

2,000

2,020

The Scotts Co. term loan 4.5625% 9/30/10 (d)

2,481

2,512

Weight Watchers International, Inc.:

Tranche B, term loan 4.79% 3/31/10 (d)

1,217

1,230

Tranche C, term loan 4.65% 3/31/10 (d)

1,990

2,000

82,180

Containers - 2.4%

Ball Corp. Tranche B1, term loan 4.8144% 12/19/09 (d)

3,392

3,452

Berry Plastics Corp. term loan 4.77% 7/22/10 (d)

1,709

1,734

BWAY Corp. Tranche B term loan 5.25% 6/30/11 (d)

5,468

5,550

Graham Packaging Holdings Co. Tranche B1, term loan 5.6352% 10/4/11 (d)

44,089

44,751

Intertape Polymer, Inc. Tranche B, term loan 5.1425% 7/28/11 (d)

6,963

7,041

Owens-Illinois Group, Inc.:

Tranche A1, term loan 5.53% 4/1/07 (d)

6,328

6,438

Tranche B1, term loan 5.73% 4/1/08 (d)

5,206

5,310

Owens-Illinois, Inc. Tranche C1, term loan 5.85% 4/1/08 (d)

4,860

4,939

Printpack Holdings, Inc. Tranche C, term loan 5.3125% 3/31/09 (d)

726

733

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Containers - continued

Silgan Holdings, Inc. Tranche B, term loan 4.87% 11/30/08 (d)

$ 11,916

$ 12,035

Solo Cup Co. term loan 5.324% 2/27/11 (d)

13,423

13,557

105,540

Diversified Financial Services - 0.2%

Global Cash Access LLC/Global Cash Access Finance Corp. Tranche B, term loan 5.3144% 3/10/10 (d)

5,620

5,690

Newkirk Master LP term loan 7.5644% 11/24/06 (d)

1,792

1,814

Refco Finance Holdings LLC term loan 5.02% 8/5/11 (d)

3,230

3,262

10,766

Diversified Media - 0.8%

Adams Outdoor Advertising Ltd. term loan 5.15% 10/18/12 (d)

3,128

3,171

CanWest Media, Inc. Tranche E, term loan 5.0444% 8/15/09 (d)

3,426

3,452

Entravision Communications Corp. Tranche B, term loan 4.84% 2/24/12 (d)

6,000

6,090

Lamar Media Corp.:

Tranche A, term loan 4.1899% 6/30/09 (d)

1,925

1,935

Tranche C, term loan 4.6248% 6/30/10 (d)

15,905

16,024

R.H. Donnelley Corp. Tranche A3, term loan 4.7432% 12/31/09 (d)

2,739

2,777

Thomson Media, Inc. Tranche B1, term loan 5.3425% 11/8/11 (d)

3,494

3,538

36,987

Electric Utilities - 4.1%

AES Corp. term loan 5.41% 8/10/11 (d)

5,429

5,510

Allegheny Energy Supply Co. LLC Tranche B, term loan 5.6922% 3/8/11 (d)

21,837

22,028

Calpine Generating Co. LLC term loan 6.61% 4/1/09 (d)

4,000

4,010

Centerpoint Energy House Electric LLC term loan 12.75% 11/11/05 (d)

31,950

33,388

Coleto Creek WLE LP Tranche B, term loan 5.3144% 6/30/11 (d)

6,595

6,628

Dynegy Holdings, Inc. term loan 6.87% 5/28/10 (d)

8,238

8,300

Midwest Generation LLC term loan 5.3011% 4/27/11 (d)

931

938

NorthWestern Energy Corp. term loan 4.6144% 11/1/11 (d)

3,738

3,775

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

NRG Energy, Inc.:

Credit-Linked Deposit 4.8675% 12/24/11 (d)

$ 8,094

$ 8,175

term loan 5.2532% 12/24/11 (d)

10,380

10,484

Riverside Energy Center LLC:

term loan 7.44% 6/24/11 (d)

13,033

13,359

Credit-Linked Deposit 6.98% 6/24/11 (d)

595

604

Texas Genco LLC term loan 5.0602% 12/14/11 (d)

55,664

56,151

Tucson Electric Power Co. Tranche B, Credit-Linked Deposit 5.2925% 6/30/09 (d)

7,000

7,000

180,350

Energy - 3.0%

ATP Oil & Gas Corp. term loan 8.5884% 4/14/10 (d)

2,000

2,010

Belden & Blake Corp. term loan 5.7576% 7/7/11 (d)

4,909

4,909

Buckeye Pipe Line Co. term loan 5.425% 12/17/11 (d)

2,989

2,997

El Paso Corp.:

Credit-Linked Deposit 5.44% 11/22/09 (d)

25,375

25,438

term loan 5.875% 11/22/09 (d)

42,292

42,503

Lyondell-Citgo Refining LP term loan 4.5913% 5/21/07 (d)

7,940

8,019

Magellan Midstream Holdings LP term loan 5.09% 12/10/11 (d)

3,816

3,845

Premcor Refining Group, Inc. Credit-Linked Deposit 4.605% 4/13/09 (d)

9,000

9,023

Pride Offshore, Inc. term loan 4.64% 7/7/11 (d)

4,893

4,948

Regency Gas Services LLC Tranche 1, term loan 5.7305% 6/1/10 (d)

3,791

3,847

SemGroup LP term loan 6.3423% 3/1/11 (d)

4,000

4,030

Universal Compression, Inc. term loan 4.85% 2/15/12 (d)

8,000

8,100

Williams Production RMT Co. Tranche C, term loan 5.46% 5/30/08 (d)

13,880

14,054

133,723

Entertainment/Film - 2.3%

Alliance Atlantis Communications, Inc. Tranche B, term loan 4.761% 12/19/11 (d)

4,000

4,015

Carmike Cinemas, Inc. term loan 8% 2/4/09 (d)

3,362

3,421

Cinemark USA, Inc. term loan 4.35% 3/31/11 (d)

10,841

11,003

Loews Cineplex Entertainment Corp. term loan 5.1985% 6/30/11 (d)

23,044

23,390

MGM Holdings II, Inc. Tranche B, term loan 5.38% 4/8/12 (d)

30,000

30,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Entertainment/Film - continued

Regal Cinemas Corp. term loan 4.8425% 11/10/10 (d)

$ 25,756

$ 26,014

Wallace Theatre Corp. Tranche 1, term loan 6.35% 7/31/09 (d)

1,985

2,015

99,858

Environmental - 0.9%

Allied Waste Industries, Inc.:

term loan 5.1444% 1/15/12 (d)

26,818

26,818

Tranche A, Credit-Linked Deposit 4.87% 1/15/12 (d)

9,932

9,932

Waste Services, Inc. Tranche B, term loan 7.44% 3/31/11 (d)

995

1,005

37,755

Food and Drug Retail - 1.3%

Jean Coutu Group (PJC) USA, Inc. Tranche B, term loan 5.4997% 7/30/11 (d)

30,348

30,841

Rite Aid Corp. term loan 4.7346% 9/21/09 (d)

27,867

27,937

58,778

Food/Beverage/Tobacco - 1.5%

Commonwealth Brands, Inc. term loan 6.375% 8/28/07 (d)

409

417

Constellation Brands, Inc. Tranche B, term loan 4.9913% 11/30/11 (d)

39,388

39,584

Dean Foods Co. Tranche A, term loan 4.35% 8/13/09 (d)

2,000

2,015

Del Monte Corp. Tranche B, term loan 4.69% 2/8/12 (d)

1,800

1,825

Dr Pepper/Seven Up Bottling Group, Inc. Tranche B, term loan 5.319% 12/19/10 (d)

9,304

9,456

Herbalife International, Inc. term loan 5.1605% 12/21/10 (d)

2,489

2,498

Michael Foods, Inc. Tranche B, term loan 5.0708% 11/21/10 (d)

7,758

7,894

Reddy Ice Group, Inc. term loan:

delay draw 4/29/12 (d)

2,000

2,013

5.5644% 8/15/09 (d)

788

793

5.5644% 8/15/09 (d)

296

296

66,791

Gaming - 2.0%

Alliance Gaming Corp. term loan 5.65% 9/5/09 (d)

3,734

3,725

Ameristar Casinos, Inc.:

term loan 5.0625% 12/20/06 (d)

2,587

2,629

Tranche B, term loan 5.0625% 12/20/06 (d)

2,022

2,055

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Argosy Gaming Co. term loan 4.85% 6/30/11 (d)

$ 2,388

$ 2,388

Boyd Gaming Corp. term loan 4.8292% 6/30/11 (d)

11,414

11,542

Choctaw Resort Development Enterprise term loan 5.3474% 11/4/11 (d)

2,377

2,404

Green Valley Ranch Gaming LLC term loan 5.1013% 12/17/11 (d)

3,726

3,777

Herbst Gaming, Inc. term loan 5.6243% 1/7/11 (d)

3,600

3,654

Isle of Capri Casinos, Inc. term loan 4.6091% 2/4/11 (d)

1,596

1,616

Marina District Finance Co., Inc. term loan 4.9859% 10/14/11 (d)

8,658

8,756

Pinnacle Entertainment, Inc. term loan:

LIBOR + 3% 8/27/10 (d)

758

760

6.07% 8/27/10 (d)

875

888

Resorts International Hotel & Casino, Inc. Tranche B1, term loan 7.5% 4/29/12 (d)

5,431

5,465

Venetian Casino Resort LLC Tranche B, term loan 4.81% 6/15/11 (d)

24,200

24,261

Wynn Las Vegas LLC term loan 5.175% 12/14/11 (d)

12,650

12,824

86,744

Healthcare - 5.7%

Accredo Health, Inc. Tranche B, term loan 4.82% 6/30/11 (d)

4,627

4,633

Advanced Medical Optics, Inc. term loan

4.8424% 6/25/09 (d)

3,870

3,918

Alliance Imaging, Inc. Tranche C1, term loan 5.3909% 12/29/11 (d)

2,736

2,774

AMR HoldCo, Inc./ EmCare HoldCo, Inc. term loan 5.3521% 2/7/12 (d)

7,200

7,290

Beverly Enterprises, Inc. term loan 5.6486% 10/22/08 (d)

1,970

1,980

Community Health Systems, Inc. term loan 4.64% 8/19/11 (d)

36,392

36,619

Concentra Operating Corp. term loan 5.1501% 6/30/10 (d)

4,563

4,631

CONMED Corp. Tranche C, term loan 5.022% 12/15/09 (d)

442

448

Cooper Companies, Inc. Tranche B, term loan 4.5625% 1/6/12 (d)

10,780

10,888

Express Scripts, Inc. Tranche B, term loan 4.1317% 2/13/10 (d)

4,950

5,000

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Healthcare - continued

Fisher Scientific International, Inc. term loan 4.5925% 8/2/11 (d)

$ 7,940

$ 8,009

HCA, Inc. term loan 4.07% 11/9/09 (d)

17,000

16,873

HealthSouth Corp.:

Credit-Linked Deposit 5.7235% 6/14/07 (d)

3,719

3,737

term loan 5.52% 6/14/07 (d)

13,781

13,850

Iasis Healthcare LLC Tranche B, term loan 5.3699% 6/22/11 (d)

14,394

14,627

Kinetic Concepts, Inc. Tranche B1, term loan 4.85% 8/11/10 (d)

4,512

4,585

LifePoint Hospitals, Inc. Tranche B, term loan 4.5841% 4/15/12 (d)

25,000

25,031

Multiplan, Inc. term loan 5.85% 3/4/09 (d)

2,417

2,450

PacifiCare Health Systems, Inc. Tranche B, term loan 4.5365% 12/6/10 (d)

19,950

20,050

Renal Care Group, Inc. term loan 4.5797% 2/10/09 (d)

2,845

2,834

Select Medical Holdings Corp. Tranche B, term loan 4.63% 2/24/12 (d)

4,000

3,985

Skilled Healthcare Group, Inc. term loan 5.6404% 7/31/10 (d)

5,363

5,417

Sybron Dental Management, Inc. term loan 4.8499% 6/6/09 (d)

572

572

Triad Hospitals, Inc.:

Tranche A, term loan 5.07% 3/31/07 (d)

154

155

Tranche B, term loan 5.32% 9/30/08 (d)

7,350

7,469

U.S. Oncology, Inc. Tranche B, term loan 5.8046% 8/20/11 (d)

8,619

8,749

Vanguard Health Holding Co. I term loan 6.34% 9/23/11 (d)

5,821

5,923

Vicar Operating, Inc. Tranche F, term loan 4.875% 9/30/08 (d)

2,103

2,103

VWR Corp. Tranche B, term loan 5.65% 4/7/11 (d)

6,773

6,884

Warner Chilcott Corp. term loan 6.3557% 1/18/12 (d)

20,000

20,150

251,634

Homebuilding/Real Estate - 1.9%

Apartment Investment & Management Co. term loan 4.75% 11/2/09 (d)

2,100

2,132

Blount, Inc. Tranche B, term loan 5.8615% 8/9/10 (d)

3,533

3,586

CB Richard Ellis Services, Inc. term loan 4.8748% 3/31/10 (d)

6,440

6,488

Corrections Corp. of America Tranche C, term loan 4.9091% 3/31/08 (d)

693

697

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Homebuilding/Real Estate - continued

Crescent Real Estate Funding XII LP term loan 5.11% 1/12/06 (d)

$ 3,044

$ 3,051

General Growth Properties, Inc.:

Tranche A, term loan 5.11% 11/12/07 (d)

24,905

25,029

Tranche B, term loan 5.1% 11/12/08 (d)

25,944

26,106

Landsource Communication Development LLC Tranche B, term loan 5.5% 3/31/10 (d)

3,800

3,848

LNR Property Corp. Tranche B, term loan 5.81% 2/3/08 (d)

7,840

7,869

Macerich Partnership LP/Galahad Group Corp. term loan 6.35% 4/15/06 (d)

2,000

2,000

Maguire Properties, Inc. Tranche B, term loan 4.6206% 3/15/10 (d)

3,000

3,015

83,821

Hotels - 0.6%

Starwood Hotels & Resorts Worldwide, Inc. term loan 4.3144% 10/9/06 (d)

12,558

12,589

Wyndham International, Inc. term loan:

7.6875% 6/30/06 (d)

11,844

11,844

8.6875% 4/1/06 (d)

2,448

2,448

26,881

Insurance - 0.2%

Conseco, Inc. term loan 6.5644% 6/22/10 (d)

5,744

5,837

USI Holdings Corp. term loan 5.69% 8/11/09 (d)

1,965

1,970

7,807

Leisure - 1.0%

Six Flags Theme Park, Inc. Tranche B, term loan 5.38% 6/30/09 (d)

22,430

22,598

Universal City Development Partners Ltd. term loan 4.9035% 6/9/11 (d)

18,045

18,315

Yankees Holdings LP term loan 5.346% 6/25/07 (d)

943

952

41,865

Metals/Mining - 1.8%

Compass Minerals Tranche B, term loan 5.5952% 11/28/09 (d)

138

139

Foundation Pennsylvania Coal Co. Tranche B, term loan 5.0294% 7/30/11 (d)

20,233

20,536

ICG LLC term loan 5.88% 10/1/10 (d)

8,696

8,707

Murray Energy Corp. Tranche 1, term loan 5.9375% 1/28/10 (d)

3,000

2,993

Novelis, Inc. term loan 4.5% 1/7/12 (d)

20,692

20,925

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Metals/Mining - continued

Peabody Energy Corp. term loan 4.0426% 3/21/10 (d)

$ 14,917

$ 14,973

Stillwater Mining Co. term loan 6.388% 7/30/10 (d)

2,662

2,718

Trout Coal Holdings LLC / Dakota Tranche 1, term loan 7.5% 3/23/11 (d)

6,000

5,993

76,984

Paper - 3.3%

Appleton Papers, Inc. term loan 5.169% 6/11/10 (d)

5,955

6,015

Boise Cascade Holdings LLC Tranche B, term loan 4.74% 10/26/11 (d)

32,500

32,744

Buckeye Technologies, Inc. term loan 4.6841% 3/15/08 (d)

3,246

3,287

Escanaba Timber LLC term loan 7.75% 5/2/08 (d)

5,020

5,045

Georgia-Pacific Corp. term loan 4.3663% 7/2/09 (d)

21,000

20,974

Graphic Packaging International, Inc. Tranche B, term loan 5.5063% 8/8/10 (d)

16,094

16,356

Jefferson Smurfit Corp. U.S.:

Tranche B, term loan 5.8242% 9/16/10 (d)

336

340

Tranche C, term loan 6.3242% 9/16/11 (d)

367

372

Koch Cellulose LLC:

term loan 5.34% 5/7/11 (d)

7,729

7,835

Credit-Linked Deposit 4.6% 5/7/11 (d)

2,375

2,407

NewPage Corp. term loan 8% 5/2/11 (d)

7,000

7,044

Smurfit-Stone Container Enterprises, Inc.:

Credit-Linked Deposit 3.01% 11/1/10 (d)

4,164

4,237

Tranche B, term loan 4.8027% 11/1/11 (d)

29,538

30,057

Tranche C, term loan 4.9168% 11/1/11 (d)

7,920

8,059

144,772

Publishing/Printing - 2.8%

Advanstar Communications, Inc. Tranche B, term loan 7.57% 10/11/07 (d)

154

155

Advertising Directory Solutions, Inc.:

Tranche 1, term loan 5.07% 11/9/11 (d)

16,793

16,793

Tranche 2, term loan 6.82% 5/9/12 (d)

6,743

6,886

American Media Operations, Inc. Tranche C1, term loan 5.875% 4/1/07 (d)

2,511

2,555

CBD Media, Inc. Tranche D, term loan 5.63% 12/31/09 (d)

6,474

6,538

Dex Media East LLC/Dex Media East Finance Co.:

Tranche A, term loan 4.7163% 11/8/08 (d)

3,415

3,449

Tranche B, term loan 4.6367% 5/8/09 (d)

6,639

6,706

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Publishing/Printing - continued

Dex Media West LLC/Dex Media West Finance Co.:

Tranche A, term loan 5.0418% 9/9/09 (d)

$ 2,979

$ 3,008

Tranche B, term loan 4.7584% 9/9/10 (d)

13,379

13,513

Freedom Communication Holding, Inc. Tranche A, term loan 4.1833% 5/18/10 (d)

785

785

Freedom Communications, Inc. Tranche B, term loan 4.5968% 5/18/12 (d)

11,000

11,000

Herald Media, Inc. term loan 5.56% 7/22/11 (d)

2,481

2,512

Liberty Group Operating, Inc. Tranche B, term loan 5.625% 2/28/12 (d)

1,500

1,523

MediaNews Group, Inc. Tranche C, term loan 4.57% 12/30/10 (d)

9,925

9,987

Morris Communications Co. LLC:

Tranche A, term loan 4.625% 9/30/10 (d)

988

994

Tranche C, term loan 4.875% 3/31/11 (d)

1,995

2,015

R.H. Donnelley Corp. Tranche B2, term loan 4.8023% 6/30/11 (d)

26,189

26,418

Sun Media Corp. Canada Tranche B, term loan 5.19% 2/7/09 (d)

1,738

1,764

Transwestern Publishing Co. LP/Township Capital Corp. II Tranche B1, term loan 5.4556% 2/25/11 (d)

5,253

5,253

121,854

Railroad - 0.4%

Helm Holding Corp. Tranche B, term loan 5.7997% 7/2/10 (d)

2,289

2,311

Kansas City Southern Railway Co. Tranche B1, term loan 4.8109% 3/30/08 (d)

9,975

10,075

RailAmerica, Inc. term loan 4.875% 9/29/11 (d)

4,558

4,626

17,012

Restaurants - 0.6%

AFC Enterprises, Inc. Tranche B, term loan 7.75% 3/31/06 (d)

769

769

Carrols Corp. Tranche B, term loan 5.625% 12/31/10 (d)

3,990

4,050

CKE Restaurants, Inc. term loan 4.9375% 5/1/10 (d)

1,602

1,618

Domino's, Inc. term loan 4.875% 6/25/10 (d)

9,643

9,788

Jack in the Box, Inc. term loan 4.8491% 1/8/11 (d)

3,552

3,596

Landry's Seafood Restaurants, Inc. term loan 4.5312% 12/28/10 (d)

6,085

6,146

Ruth's Chris Steak House, Inc. term loan 6.0037% 3/11/11 (d)

1,924

1,953

27,920

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Services - 1.0%

CACI International, Inc. term loan 4.96% 4/30/11 (d)

$ 4,955

$ 4,955

Coinmach Corp. Tranche B, term loan 6.0408% 7/25/09 (d)

2,231

2,262

Coinstar, Inc. term loan 5.13% 7/1/11 (d)

6,137

6,229

Iron Mountain, Inc.:

term loan 4.6875% 4/2/11 (d)

11,310

11,423

Tranche R, term loan 4.75% 4/2/11 (d)

4,983

5,033

JohnsonDiversey, Inc. Tranche B, term loan 4.5057% 11/3/09 (d)

5,774

5,796

Knowledge Learning Corp. term loan 5.57% 1/7/12 (d)

2,878

2,892

Rural/Metro Corp.:

Credit-Linked Deposit 5.37% 3/4/11 (d)

408

408

term loan 5.43% 3/4/11 (d)

1,572

1,572

United Rentals, Inc.:

term loan 5.31% 2/14/11 (d)

2,472

2,506

Tranche B, Credit-Linked Deposit 4.8224% 2/14/11 (d)

499

506

Wackenhut Corrections Corp. term loan 5.606% 7/9/09 (d)

840

850

44,432

Shipping - 0.2%

Baker Tanks, Inc. term loan 5.6408% 1/30/11 (d)

3,293

3,343

Horizon Lines LLC Tranche B, term loan 5.62% 7/7/11 (d)

3,821

3,859

7,202

Super Retail - 0.2%

Alimentation Couche-Tard, Inc. term loan 4.764% 12/17/10 (d)

1,572

1,588

Blockbuster, Inc. Tranche A, term loan 4.81% 8/20/09 (d)

2,000

1,975

Buhrmann US, Inc. Tranche B1, term loan 5.155% 12/31/10 (d)

5,647

5,746

9,309

Technology - 2.4%

Alliant Techsystems, Inc. Tranche B, term loan 4.6892% 3/31/11 (d)

3,232

3,232

AMI Semiconductor, Inc. term loan 4.36% 4/1/12 (d)

3,000

3,030

Amphenol Corp. Tranche B1, term loan 4.3325% 5/6/10 (d)

13,000

13,163

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Technology - continued

Anteon International Corp. term loan 4.8144% 12/31/10 (d)

$ 6,923

$ 6,975

Fairchild Semiconductor Corp. Tranche B3, term loan 4.688% 12/31/10 (d)

8,978

9,067

Fidelity National Information Solutions, Inc. Tranche B, term loan 4.66% 3/9/13 (d)

32,375

32,254

Global Imaging Systems, Inc. term loan 4.4761% 5/10/10 (d)

2,729

2,743

K & F Industries, Inc. term loan 5.5693% 11/18/12 (d)

7,315

7,425

ON Semiconductor Corp. Tranche G, term loan 6.125% 12/15/11 (d)

5,973

5,995

Seagate Technology Holdings, Inc. term loan 5.3125% 5/13/07 (d)

1,950

1,982

Verifone, Inc. Tranche B, term loan 5.69% 6/30/11 (d)

2,968

2,968

Xerox Corp. term loan 4.82% 9/30/08 (d)

17,000

17,213

106,047

Telecommunications - 7.1%

AAT Communications Corp. Tranche B, term loan 5.788% 1/16/12 (d)

14,963

15,150

Alaska Communications Systems Holding term loan 5.0925% 2/1/12 (d)

8,000

8,060

American Tower LP Tranche B, term loan 5.3891% 8/31/11 (d)

27,294

27,635

Centennial Cellular Operating Co. LLC term loan 5.4828% 2/9/11 (d)

14,870

15,019

FairPoint Communications, Inc. Tranche B, term loan 5.1725% 2/8/12 (d)

3,500

3,526

Inmarsat Ventures PLC:

Tranche B, term loan 6.0311% 12/17/10 (d)

1,715

1,723

Tranche C, term loan 6.5311% 12/17/11 (d)

1,718

1,726

Intelsat Ltd. term loan 4.8425% 7/28/11 (d)

17,367

17,453

Iowa Telecommunication Services, Inc. Tranche B, term loan 5.0838% 11/23/11 (d)

4,000

4,040

New Skies Satellites BV term loan 5.6155% 5/2/11 (d)

9,626

9,722

Nextel Partners Operating Corp. Tranche C, term loan 5.4375% 5/31/11 (d)

16,000

16,240

NTELOS, Inc. Tranche B, term loan 5.57% 8/24/11 (d)

6,983

6,965

Qwest Corp.:

Tranche A, term loan 7.39% 6/30/07 (d)

76,000

78,280

Tranche B, term loan 6.95% 6/30/10 (d)

9,000

8,730

SBA Senior Finance, Inc. Tranche C, term loan 5.9628% 10/31/08 (d)

12,793

12,953

Floating Rate Loans (e) - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Telecommunications - continued

SpectraSite Communications, Inc. Tranche B, term loan 4.52% 5/19/12 (d)

$ 26,583

$ 26,849

Triton PCS, Inc. term loan 6.32% 11/18/09 (d)

14,963

15,056

USA Mobility, Inc. term loan 5.47% 11/16/06 (d)

2,748

2,758

Valor Telecommunications Enterprises LLC/Valor Finance Corp. Tranche B, term loan 5.0747% 2/14/12 (d)

9,261

9,388

Western Wireless Corp.:

Tranche A, term loan 5.1927% 5/28/10 (d)

11,008

11,022

Tranche B, term loan 6.0142% 5/26/11 (d)

17,180

17,223

309,518

Textiles & Apparel - 0.1%

Kosa Lux Finance BV/Kosa UK Finance BV/Arteva Global Holdings BV/Kosa Canada Co. Tranche B, term loan 5.875% 4/29/11 (d)

1,824

1,856

Polymer Group, Inc. term loan 6.34% 4/27/10 (d)

936

952

William Carter Co. Tranche C, term loan 5.0645% 9/30/08 (d)

410

415

3,223

TOTAL FLOATING RATE LOANS

(Cost $3,060,484)

3,081,811

Nonconvertible Bonds - 12.4%

Automotive - 0.0%

Delco Remy International, Inc. 7.1406% 4/15/09 (d)

1,000

1,000

Broadcasting - 0.9%

Granite Broadcasting Corp. 9.75% 12/1/10

4,545

4,147

Gray Television, Inc. 9.25% 12/15/11

1,000

1,085

Nexstar Broadcasting, Inc. 7% 1/15/14

4,760

4,284

Paxson Communications Corp. 5.8906% 1/15/10 (c)(d)

8,500

8,521

Radio One, Inc. 8.875% 7/1/11

7,000

7,455

Spanish Broadcasting System, Inc. 9.625% 11/1/09

3,000

3,143

XM Satellite Radio, Inc. 8.2425% 5/1/09 (d)

11,700

11,846

40,481

Cable TV - 2.2%

Cablevision Systems Corp. 7.89% 4/1/09 (c)(d)

7,000

7,105

CSC Holdings, Inc.:

7.875% 12/15/07

6,000

6,135

10.5% 5/15/16

2,000

2,185

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Cable TV - continued

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

$ 3,000

$ 3,248

EchoStar DBS Corp. 6.35% 10/1/08 (d)

74,285

75,956

94,629

Capital Goods - 0.1%

Tyco International Group SA yankee 6.375% 2/15/06

3,000

3,057

Chemicals - 0.8%

Borden US Finance Corp./Nova Scotia Finance ULC 7.8906% 7/15/10 (c)(d)

3,000

2,910

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

2,000

2,210

Georgia Gulf Corp. 7.625% 11/15/05

2,000

2,025

Huntsman Advanced Materials LLC 10.89% 7/15/08 (c)(d)

4,310

4,558

Huntsman ICI Chemicals LLC 10.125% 7/1/09

1,224

1,273

Huntsman International LLC 9.875% 3/1/09

3,000

3,233

Huntsman LLC 10.6406% 7/15/11 (c)(d)

2,000

2,120

Methanex Corp. yankee 7.75% 8/15/05

13,125

13,256

Millennium America, Inc. 7% 11/15/06

5,000

5,038

36,623

Containers - 0.1%

Ball Corp. 7.75% 8/1/06

5,000

5,138

Diversified Financial Services - 0.3%

General Motors Acceptance Corp.:

3.695% 5/18/06 (d)

1,000

980

3.7% 3/20/07 (d)

2,000

1,895

4.3948% 10/20/05 (d)

10,000

9,978

12,853

Diversified Media - 0.5%

Liberty Media Corp. 4.51% 9/17/06 (d)

22,000

22,261

Electric Utilities - 0.8%

AES Corp.:

8.5% 11/1/07

2,531

2,569

8.75% 6/15/08

4,000

4,230

Allegheny Energy Supply Co. LLC 10.25% 11/15/07 (c)

7,422

8,164

Allegheny Energy, Inc. 7.75% 8/1/05

3,000

2,993

CMS Energy Corp. 9.875% 10/15/07

12,000

12,885

Power Contract Financing LLC 5.2% 2/1/06 (c)

492

479

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Electric Utilities - continued

Southern California Edison Co. 8% 2/15/07

$ 250

$ 268

TECO Energy, Inc. 6.125% 5/1/07

4,000

4,060

35,648

Energy - 1.4%

El Paso Corp. 7.875% 6/15/12

2,000

1,943

El Paso Energy Corp. 6.95% 12/15/07

3,350

3,317

Parker Drilling Co. 7.66% 9/1/10 (d)

2,000

2,045

Pemex Project Funding Master Trust 4.31% 6/15/10 (c)(d)

25,000

25,700

Premcor Refining Group, Inc.:

9.25% 2/1/10

2,000

2,160

9.5% 2/1/13

2,000

2,270

Sonat, Inc. 7.625% 7/15/11

3,000

2,869

Southern Natural Gas Co. 8.875% 3/15/10

840

903

Tesoro Petroleum Corp. 8% 4/15/08

1,000

1,050

The Coastal Corp.:

6.5% 5/15/06

6,000

6,038

7.5% 8/15/06

2,000

2,043

Transcontinental Gas Pipe Line Corp. 8.875% 7/15/12

2,000

2,325

Williams Companies, Inc. Credit Linked Certificate Trust IV 5.9925% 5/1/09 (c)(d)

7,000

7,350

60,013

Entertainment/Film - 0.5%

AMC Entertainment, Inc. 7.0444% 8/15/10 (c)(d)

21,000

21,735

Food and Drug Retail - 0.4%

Rite Aid Corp.:

6% 12/15/05 (c)

7,000

6,895

12.5% 9/15/06

8,000

8,640

Stater Brothers Holdings, Inc. 6.51% 6/15/10 (d)

1,950

1,911

17,446

Food/Beverage/Tobacco - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

3,000

3,120

Dean Foods Co. 6.75% 6/15/05

3,000

3,000

6,120

Gaming - 0.2%

Mandalay Resort Group:

9.5% 8/1/08

2,000

2,205

10.25% 8/1/07

2,000

2,190

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Gaming - continued

Penn National Gaming, Inc. 6.875% 12/1/11

$ 1,000

$ 1,000

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (c)

3,000

2,790

8,185

Healthcare - 0.3%

HCA, Inc. 5.5% 12/1/09

4,000

3,960

HealthSouth Corp.:

6.875% 6/15/05

2,000

2,000

7.375% 10/1/06

2,000

2,015

Service Corp. International (SCI) 6.5% 3/15/08

3,000

2,985

10,960

Leisure - 0.1%

Universal City Florida Holding Co. I/II 7.4925% 5/1/10 (c)(d)

6,140

6,401

Metals/Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

8,000

7,600

10.125% 2/1/10

11,470

12,617

20,217

Paper - 0.1%

Ainsworth Lumber Co. Ltd. 6.84% 10/1/10 (d)

2,000

1,960

Boise Cascade LLC/Boise Cascade Finance Corp. 6.0156% 10/15/12 (c)(d)

2,190

2,174

4,134

Publishing/Printing - 0.2%

Dex Media East LLC/Dex Media East Finance Co. 9.875% 11/15/09

5,000

5,438

R.H. Donnelley Finance Corp. I 8.875% 12/15/10

5,000

5,425

10,863

Shipping - 0.3%

General Maritime Corp. 10% 3/15/13

5,000

5,375

OMI Corp. 7.625% 12/1/13

2,000

2,005

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

3,620

3,475

Teekay Shipping Corp. yankee 8.32% 2/1/08

142

142

Ultrapetrol Bahamas Ltd. 9% 11/24/14

1,910

1,757

12,754

Nonconvertible Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Steels - 0.3%

Ispat Inland ULC 9.85% 4/1/10 (d)

$ 13,000

$ 13,813

Technology - 0.4%

Freescale Semiconductor, Inc. 5.8906% 7/15/09 (d)

16,000

16,400

IOS Capital LLC 7.25% 6/30/08

85

86

16,486

Telecommunications - 1.7%

AirGate PCS, Inc. 6.8906% 10/15/11 (c)(d)

2,000

2,040

America Movil SA de CV 3.805% 4/27/07 (d)

1,000

996

American Tower Corp. 9.375% 2/1/09

1,288

1,349

Crown Castle International Corp. 10.75% 8/1/11

4,000

4,260

Dobson Cellular Systems, Inc. 7.4925% 11/1/11 (c)(d)

5,000

5,075

Intelsat Ltd. 7.7938% 1/15/12 (c)(d)

7,000

7,105

New Skies Satellites BV 7.4375% 11/1/11 (c)(d)

3,000

3,045

Nextel Partners, Inc. 12.5% 11/15/09

3,000

3,300

Qwest Communications International, Inc. 6.5444% 2/15/09 (c)(d)

3,000

2,970

Rogers Communications, Inc.:

6.135% 12/15/10 (d)

22,310

22,756

6.375% 3/1/14

5,000

4,763

Rural Cellular Corp.:

7.51% 3/15/10 (d)

11,000

11,165

8.25% 3/15/12

6,000

6,060

74,884

Textiles & Apparel - 0.2%

Levi Strauss & Co. 7.73% 4/1/12 (c)(d)

8,000

7,360

TOTAL NONCONVERTIBLE BONDS

(Cost $545,173)

543,061

U.S. Treasury Obligations - 0.4%

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Notes 3.375% 2/28/07
(Cost $16,922)

$ 17,000

$ 16,924

Commercial Mortgage Securities - 0.2%

Bear Stearns Commercial Mortgage Securities, Inc. floater Series 2004-ESA Class K, 5.45% 5/14/16 (c)(d)

8,000

8,006

CS First Boston Mortgage Securities Corp. Series 2000-FL1A Class F, 5.6996% 12/15/09 (c)(d)

679

68

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $8,676)

8,074

Foreign Government and Government Agency Obligations - 0.0%

Venezuelan Republic 4.15% 4/20/11 (d)
(Cost $2,405)

3,000

2,667

Common Stocks - 0.0%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)
(Cost $0)

45

0

Money Market Funds - 17.1%

Fidelity Cash Central Fund, 2.84% (b)

620,897,131

620,897

Fidelity Money Market Central Fund, 2.94% (b)

126,944,872

126,945

TOTAL MONEY MARKET FUNDS

(Cost $747,842)

747,842

Cash Equivalents - 0.4%

Maturity Amount (000s)

Value (Note 1)
(000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.86%, dated 4/29/05 due 5/2/05)
(Cost $16,433)

$ 16,437

$ 16,433

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $4,397,935)

4,416,812

NET OTHER ASSETS - (0.9)%

(38,165)

NET ASSETS - 100%

$ 4,378,647

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $142,571,000 or 3.3% of net assets.

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

(e) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $9,266,000 of which $7,189,000 and $2,077,000 will expire on October 31, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005

Assets

Investment in securities, at value (including repurchase agreements of $16,433) (cost $4,397,935) - See accompanying schedule

$ 4,416,812

Receivable for investments sold

33,518

Receivable for fund shares sold

14,355

Interest receivable

25,990

Prepaid expenses

9

Receivable from investment adviser for expense reductions

6

Other affiliated receivables

30

Total assets

4,490,720

Liabilities

Payable to custodian bank

$ 1,415

Payable for investments purchased

91,014

Payable for fund shares redeemed

12,996

Distributions payable

2,700

Accrued management fee

2,448

Distribution fees payable

631

Other affiliated payables

530

Other payables and accrued expenses

339

Total liabilities

112,073

Net Assets

$ 4,378,647

Net Assets consist of:

Paid in capital

$ 4,362,458

Undistributed net investment income

6,714

Accumulated undistributed net realized gain (loss) on investments

(9,402)

Net unrealized appreciation (depreciation) on investments

18,877

Net Assets

$ 4,378,647

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($339,153 ÷ 34,116 shares)

$ 9.94

Maximum offering price per share (100/96.25 of $9.94)

$ 10.33

Class T:
Net Asset Value
and redemption price per share ($493,681 ÷ 49,708 shares)

$ 9.93

Maximum offering price per share (100/97.25 of $9.93)

$ 10.21

Class B:
Net Asset Value
and offering price per share ($183,482 ÷ 18,475 shares)A

$ 9.93

Class C:
Net Asset Value
and offering price per share ($577,391 ÷ 58,089 shares)A

$ 9.94

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($2,527,163 ÷ 254,435 shares)

$ 9.93

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($257,777 ÷ 25,961 shares)

$ 9.93

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005

Investment Income

Interest

$ 94,275

Expenses

Management fee

$ 13,530

Transfer agent fees

2,455

Distribution fees

3,645

Accounting fees and expenses

616

Independent trustees' compensation

10

Custodian fees and expenses

66

Registration fees

244

Audit

66

Legal

117

Interest

1

Miscellaneous

186

Total expenses before reductions

20,936

Expense reductions

(39)

20,897

Net investment income

73,378

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

3,683

Change in net unrealized appreciation (depreciation) on investment securities

(15,558)

Net gain (loss)

(11,875)

Net increase (decrease) in net assets resulting from operations

$ 61,503

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 73,378

$ 68,126

Net realized gain (loss)

3,683

5,411

Change in net unrealized appreciation (depreciation)

(15,558)

21,689

Net increase (decrease) in net assets resulting
from operations

61,503

95,226

Distributions to shareholders from net investment income

(73,141)

(69,224)

Distributions to shareholders from net realized gain

(3,785)

-

Total distributions

(76,926)

(69,224)

Share transactions - net increase (decrease)

835,191

2,081,242

Redemption fees

255

467

Total increase (decrease) in net assets

820,023

2,107,711

Net Assets

Beginning of period

3,558,624

1,450,913

End of period (including undistributed net investment income of $6,714 and undistributed net investment income of $6,477, respectively)

$ 4,378,647

$ 3,558,624

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.181

.285

.292

.352

.580

.136

Net realized and unrealized gain (loss)

(.022)

.098

.447

(.264)

(.185)

(.047)

Total from investment operations

.159

.383

.739

.088

.395

.089

Distributions from net investment income

(.180)

(.295)

(.311)

(.339)

(.638)

(.150)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.190)

(.295)

(.311)

(.339)

(.638)

(.150)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.88

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.61%

3.96%

7.95%

.90%

4.08%

.90%

Ratios to Average Net Assets G

Expenses before expense reductions

1.08% A

1.08%

1.10%

1.12%

1.14%

1.75% A

Expenses net of voluntary waivers, if any

1.08% A

1.08%

1.10%

1.10%

.99%

.78% A

Expenses net of all reductions

1.08% A

1.08%

1.09%

1.09%

.98%

.78% A

Net investment income

3.66% A

2.90%

3.04%

3.64%

5.93%

7.21% A

Supplemental Data

Net assets, end of period (in millions)

$ 339

$ 299

$ 88

$ 37

$ 41

$ 9

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.177

.276

.285

.342

.573

.131

Net realized and unrealized gain (loss)

(.021)

.098

.446

(.263)

(.195)

(.045)

Total from investment operations

.156

.374

.731

.079

.378

.086

Distributions from net investment income

(.177)

(.286)

(.303)

(.330)

(.631)

(.147)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.187)

(.286)

(.303)

(.330)

(.631)

(.147)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.58%

3.87%

7.87%

.80%

3.90%

.88%

Ratios to Average Net Assets G

Expenses before expense reductions

1.15% A

1.17%

1.18%

1.20%

1.22%

1.81% A

Expenses net of voluntary waivers, if any

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Expenses net of all reductions

1.15% A

1.17%

1.18%

1.19%

1.06%

.93% A

Net investment income

3.59% A

2.81%

2.96%

3.54%

5.86%

7.06% A

Supplemental Data

Net assets, end of period (in millions)

$ 494

$ 389

$ 113

$ 75

$ 76

$ 25

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.153

.231

.243

.298

.525

.134

Net realized and unrealized gain (loss)

(.022)

.096

.444

(.263)

(.194)

(.056)

Total from investment operations

.131

.327

.687

.035

.331

.078

Distributions from net investment income

(.152)

(.239)

(.259)

(.286)

(.584)

(.139)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.162)

(.239)

(.259)

(.286)

(.584)

(.139)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

$ 9.69

$ 9.94

Total Return B, C, D

1.33%

3.38%

7.38%

.35%

3.42%

.79%

Ratios to Average Net Assets G

Expenses before expense reductions

1.66% A

1.65%

1.64%

1.65%

1.66%

2.74% A

Expenses net of voluntary waivers, if any

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Expenses net of all reductions

1.65% A

1.65%

1.63%

1.64%

1.54%

1.23% A

Net investment income

3.09% A

2.33%

2.50%

3.09%

5.38%

6.75% A

Supplemental Data

Net assets, end of period (in millions)

$ 183

$ 184

$ 134

$ 118

$ 125

$ 24

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income E

.150

.224

.235

.290

.516

.125

Net realized and unrealized gain (loss)

(.022)

.107

.434

(.263)

(.184)

(.051)

Total from investment operations

.128

.331

.669

.027

.332

.074

Distributions from net investment income

(.149)

(.233)

(.251)

(.278)

(.575)

(.135)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.159)

(.233)

(.251)

(.278)

(.575)

(.135)

Redemption fees added to paid in capital E

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.94

$ 9.97

$ 9.87

$ 9.45

$ 9.70

$ 9.94

Total Return B, C, D

1.29%

3.41%

7.18%

.26%

3.42%

.76%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.71%

1.72%

1.73%

1.75%

2.41% A

Expenses net of voluntary waivers, if any

1.72% A

1.71%

1.71%

1.73%

1.64%

1.44% A

Expenses net of all reductions

1.71% A

1.71%

1.71%

1.73%

1.63%

1.44% A

Net investment income

3.02% A

2.27%

2.42%

3.00%

5.28%

6.55% A

Supplemental Data

Net assets, end of period (in millions)

$ 577

$ 524

$ 269

$ 235

$ 278

$ 48

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2000 (commencement of operations) to October 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.87

$ 9.44

$ 9.52

Income from Investment Operations

Net investment income D

.193

.309

.311

.040

Net realized and unrealized gain (loss)

(.022)

.099

.450

(.084)

Total from investment operations

.171

.408

.761

(.044)

Distributions from net investment income

(.192)

(.320)

(.333)

(.037)

Distributions from net realized gain

(.010)

-

-

-

Total distributions

(.202)

(.320)

(.333)

(.037)

Redemption fees added to paid in capital D

.001

.002

.002

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.87

$ 9.44

Total Return B, C

1.74%

4.22%

8.20%

(.45)%

Ratios to Average Net Assets F

Expenses before expense reductions

.84% A

.84%

.86%

1.15% A

Expenses net of voluntary waivers, if any

.84% A

.84%

.86%

.95% A

Expenses net of all reductions

.84% A

.84%

.86%

.94% A

Net investment income

3.90% A

3.14%

3.27%

3.99% A

Supplemental Data

Net assets, end of period (in millions)

$ 2,527

$ 1,982

$ 811

$ 18

Portfolio turnover rate

72% A

61%

55%

77% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period September 19, 2002 (commencement of operations) to October 31, 2002.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30,

Years ended October 31,

2005

2004

2003

2002

2001

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

$ 10.00

Income from Investment Operations

Net investment income D

.191

.304

.312

.365

.590

.151

Net realized and unrealized gain (loss)

(.021)

.110

.436

(.262)

(.193)

(.058)

Total from investment operations

.170

.414

.748

.103

.397

.093

Distributions from net investment income

(.191)

(.316)

(.330)

(.354)

(.650)

(.154)

Distributions from net realized gain

(.010)

-

-

-

-

-

Total distributions

(.201)

(.316)

(.330)

(.354)

(.650)

(.154)

Redemption fees added to paid in capital D

.001

.002

.002

.001

.003

.001

Net asset value, end of period

$ 9.93

$ 9.96

$ 9.86

$ 9.44

$ 9.69

$ 9.94

Total Return B, C

1.72%

4.29%

8.06%

1.06%

4.11%

.94%

Ratios to Average Net Assets F

Expenses before expense reductions

.87% A

.87%

.90%

.94%

1.02%

2.32% A

Expenses net of voluntary waivers, if any

.87% A

.87%

.89%

.94%

.87%

.49% A

Expenses net of all reductions

.87% A

.87%

.89%

.93%

.87%

.49% A

Net investment income

3.87% A

3.11%

3.24%

3.79%

6.05%

7.50% A

Supplemental Data

Net assets, end of period (in millions)

$ 258

$ 182

$ 36

$ 18

$ 7

$ 1

Portfolio turnover rate

72% A

61%

55%

77%

55%

12% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period August 16, 2000 (commencement of operations) to October 31, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, Fidelity Floating Rate High Income Fund and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 30,265

Unrealized depreciation

(10,763)

Net unrealized appreciation (depreciation)

$ 19,502

Cost for federal income tax purposes

$ 4,397,310

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

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

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

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities and U.S. government securities, aggregated $1,781,542 and $1,253,586, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .68% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees 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 and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 243

$ 2

Class T

0%

.25%

545

35

Class B

.55%

.15%

638

503

Class C

.55%

.25%

2,219

1,176

$ 3,645

$ 1,716

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 3.75% for selling Class A shares, and 2.75% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3.50% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

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

Retained by
FDC

Class A

$ 149

Class T

39

Class B *

208

Class C *

183

$ 579

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Floating Rate High Income Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Floating Rate High Income Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 289

.18 *

Class T

333

.15 *

Class B

193

.21 *

Class C

449

.16 *

Fidelity Floating Rate High Income Fund

1,054

.09 *

Institutional Class

137

.12 *

$ 2,455

* Annualized

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $6,640 for the period.

5. Committed Line of Credit.

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

6. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $5,084. The weighted average interest rate was 2.34%. At period end, there were no bank borrowings outstanding.

7. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class B

1.65%

$ 13

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $26.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. 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.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 5,840

$ 5,424

Class T

7,732

5,689

Class B

2,777

3,704

Class C

8,253

8,778

Fidelity Floating Rate High Income Fund

44,258

42,798

Institutional Class

4,281

2,831

Total

$ 73,141

$ 69,224

From net realized gain

Class A

$ 311

$ -

Class T

412

-

Class B

184

-

Class C

543

-

Fidelity Floating Rate High Income Fund

2,131

-

Institutional Class

204

-

Total

$ 3,785

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

11,492

27,948

$ 114,763

$ 277,030

Reinvestment of distributions

467

400

4,660

3,973

Shares redeemed

(7,869)

(7,275)

(78,586)

(72,139)

Net increase (decrease)

4,090

21,073

$ 40,837

$ 208,864

Class T

Shares sold

18,413

35,957

$ 183,700

$ 356,199

Reinvestment of distributions

730

478

7,277

4,740

Shares redeemed

(8,439)

(8,867)

(84,204)

(87,803)

Net increase (decrease)

10,704

27,568

$ 106,773

$ 273,136

Class B

Shares sold

2,176

7,765

$ 21,714

$ 76,852

Reinvestment of distributions

220

270

2,192

2,676

Shares redeemed

(2,346)

(3,164)

(23,412)

(31,327)

Net increase (decrease)

50

4,871

$ 494

$ 48,201

Class C

Shares sold

12,449

32,885

$ 124,322

$ 325,903

Reinvestment of distributions

589

578

5,876

5,735

Shares redeemed

(7,483)

(8,222)

(74,726)

(81,504)

Net increase (decrease)

5,555

25,241

$ 55,472

$ 250,134

Fidelity Floating Rate High Income Fund

Shares sold

100,305

164,843

$ 1,001,061

$ 1,632,450

Reinvestment of distributions

4,017

3,750

40,053

37,164

Shares redeemed

(48,771)

(51,878)

(486,456)

(513,641)

Net increase (decrease)

55,551

116,715

$ 554,658

$ 1,155,973

Institutional Class

Shares sold

12,310

19,252

$ 122,811

$ 190,759

Reinvestment of distributions

183

117

1,824

1,162

Shares redeemed

(4,782)

(4,738)

(47,678)

(46,987)

Net increase (decrease)

7,711

14,631

$ 76,957

$ 144,934

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the portfolio of investments, as of April 30, 2005, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and the financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2005, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of April 30, 2005, the results of its operations for the six months then ended, the changes in its net assets for the six months ended April 30, 2005 and for the year ended October 31, 2004, and its financial highlights for the six months ended April 30, 2005 and for each of the five years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 22, 2005

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

FHI-USAN-0605
1.784879.102

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

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

Government Investment

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

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,008.90

$ 4.28**

HypotheticalA

$ 1,000.00

$ 1,020.53

$ 4.31**

Class T

Actual

$ 1,000.00

$ 1,008.40

$ 4.73**

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76**

Class B

Actual

$ 1,000.00

$ 1,005.10

$ 8.00**

HypotheticalA

$ 1,000.00

$ 1,016.81

$ 8.05**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,004.70

$ 8.40**

HypotheticalA

$ 1,000.00

$ 1,016.41

$ 8.45**

Institutional Class

Actual

$ 1,000.00

$ 1,008.80

$ 3.39**

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41**

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.86%**

Class T

.95%**

Class B

1.61%**

Class C

1.69%**

Institutional Class

.68%**

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

Annualized
Expense Ratio

Expenses
Paid

Class A

.81%

Actual

$ 4.03

HypotheticalA

$ 4.06

Class T

.88%

Actual

$ 4.38

HypotheticalA

$ 4.41

Class B

1.57%

Actual

$ 7.81

HypotheticalA

$ 7.85

Class C

1.63%

Actual

$ 8.10

HypotheticalA

$ 8.15

Institutional Class

.61%

Actual

$ 3.04

HypotheticalA

$ 3.06

A 5% return per year before expenses

Semiannual Report

Investment Changes

Coupon Distribution as of April 30, 2005

% of fund's investments

% of fund's investments
6 months ago

Less than 2%

0.8

0.0

2 - 2.99%

17.1

6.9

3 - 3.99%

16.1

6.1

4 - 4.99%

16.3

9.5

5 - 5.99%

15.6

20.1

6 - 6.99%

19.8

31.2

7 - 7.99%

5.3

11.1

8 - 8.99%

2.2

2.4

9% and over

3.0

10.2

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

Average Years to Maturity as of April 30, 2005

6 months ago

Years

6.5

6.7

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

Duration as of April 30, 2005

6 months ago

Years

4.2

4.4

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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Mortgage Securities 9.3%

Mortgage Securities 6.9%

CMOs and
Other Mortgage
Related Securities 16.7%

CMOs and
Other Mortgage
Related Securities 20.3%

U.S. Treasury
Obligations 39.3%

U.S. Treasury
Obligations 27.0%

U.S. Government
Agency Obligations 33.0%

U.S. Government
Agency Obligations 43.6%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 2.2%



* Futures and Swaps

0.0%

** Futures and Swaps

4.6%

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 72.3%

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - 33.0%

Fannie Mae:

2.375% 12/15/05

$ 15,000,000

$ 14,900,115

3.25% 1/15/08

22,062,000

21,635,762

3.75% 5/17/07

4,240,000

4,220,623

4.25% 5/15/09

12,500,000

12,543,413

6% 5/15/08

2,718,000

2,869,104

6.25% 2/1/11

24,260,000

26,242,018

6.625% 9/15/09

1,620,000

1,775,528

6.625% 11/15/30

18,000,000

22,191,966

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

710,000

714,146

Federal Home Loan Bank:

3.8% 12/22/06

1,025,000

1,022,230

5.8% 9/2/08

17,275,000

18,173,887

Freddie Mac:

2.875% 12/15/06

6,975,000

6,870,807

4.5% 7/15/13

475,000

475,719

4.5% 1/15/14

21,550,000

21,553,060

5% 1/30/14

25,000,000

24,924,450

5.875% 3/21/11

6,960,000

7,424,844

7% 3/15/10

17,944,000

20,108,334

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06

191,559

200,478

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-D, 5.23% 5/15/05

10,425

10,435

Series 1994-A, 7.12% 4/15/06

2,412,296

2,459,457

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1994-A, 7.39% 6/26/06

1,125,000

1,161,011

Series 1994-B, 7.5% 1/26/06

38,681

39,230

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates:

Series 1996-A1, 6.726% 9/15/10

956,522

1,024,215

6.77% 11/15/13

1,144,230

1,208,021

6.99% 5/21/16

4,057,500

4,556,167

Private Export Funding Corp.:

secured:

5.34% 3/15/06

4,640,000

4,708,862

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - continued

Private Export Funding Corp.: - continued

5.66% 9/15/11 (a)

$ 2,610,000

$ 2,780,874

5.685% 5/15/12

2,845,000

3,051,581

6.67% 9/15/09

1,380,000

1,516,594

3.375% 2/15/09

610,000

594,819

4.974% 8/15/13

2,850,000

2,962,832

Small Business Administration guaranteed development participation certificates Series 2002-20K Class 1, 5.08% 11/1/22

5,410,693

5,492,149

State of Israel (guaranteed by U.S. Government through Agency for International Development):

5.89% 8/15/05

8,560,000

8,615,375

6.6% 2/15/08

10,136,755

10,416,986

6.8% 2/15/12

5,000,000

5,532,485

U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A:

5.75% 8/1/06

2,100,000

2,152,718

5.96% 8/1/09

1,800,000

1,883,547

U.S. Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) 8.17% 1/15/07

120,000

124,150

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

268,137,992

U.S. Treasury Inflation Protected Obligations - 7.3%

U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25

24,415,920

26,662,747

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

6,782,008

6,688,491

2% 7/15/14

24,822,852

25,755,674

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

59,106,912

U.S. Treasury Obligations - 32.0%

U.S. Treasury Bonds:

6.125% 8/15/29

19,250,000

23,492,527

6.25% 8/15/23

1,500,000

1,802,696

8% 11/15/21

11,794,000

16,479,355

10% 5/15/10

11,170,000

11,198,361

12% 8/15/13

10,000,000

12,520,310

U.S. Treasury Notes:

2.625% 5/15/08

32,000,000

30,977,504

2.75% 6/30/06

4,605,000

4,568,123

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value (Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.75% 7/31/06

$ 32,000,000

$ 31,716,256

3.125% 5/15/07

7,060,000

6,987,197

3.375% 2/28/07

25,000,000

24,888,675

3.375% 10/15/09

31,500,000

30,867,543

3.625% 4/30/07

6,809,000

6,805,275

4% 6/15/09

3,319,000

3,339,485

4.25% 8/15/13

2,670,000

2,691,485

4.25% 11/15/13

42,960,000

43,270,462

4.75% 5/15/14

7,500,000

7,818,165

TOTAL U.S. TREASURY OBLIGATIONS

259,423,419

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $580,244,865)

586,668,323

U.S. Government Agency - Mortgage Securities - 9.3%

Fannie Mae - 7.3%

3.737% 1/1/35 (c)

206,172

205,114

3.793% 6/1/34 (c)

608,968

598,583

3.827% 12/1/34 (c)

45,107

44,932

3.83% 1/1/35 (c)

144,430

143,948

3.836% 6/1/33 (c)

95,720

95,112

3.84% 1/1/35 (c)

386,672

384,994

3.87% 1/1/35 (c)

244,423

243,741

3.878% 6/1/33 (c)

601,634

598,426

3.913% 12/1/34 (c)

120,695

120,412

3.941% 10/1/34 (c)

177,679

176,898

3.975% 11/1/34 (c)

275,100

273,921

3.98% 1/1/35 (c)

189,943

189,489

3.987% 12/1/34 (c)

164,942

164,327

4% 9/1/18

3,150,804

3,061,852

4% 1/1/35 (c)

117,782

117,473

4.017% 12/1/34 (c)

958,090

960,185

4.021% 12/1/34 (c)

145,393

144,892

4.023% 2/1/35 (c)

122,962

122,809

4.025% 1/1/35 (c)

260,697

260,123

4.029% 1/1/35 (c)

71,984

72,260

4.037% 12/1/34 (c)

95,920

96,031

4.048% 1/1/35 (c)

121,046

120,761

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

4.052% 2/1/35 (c)

$ 120,891

$ 120,807

4.072% 12/1/34 (c)

243,378

243,378

4.105% 1/1/35 (c)

265,262

265,758

4.118% 1/1/35 (c)

270,313

270,463

4.118% 2/1/35 (c)

98,120

98,481

4.12% 2/1/35 (c)

245,532

245,781

4.127% 1/1/35 (c)

266,799

268,236

4.128% 2/1/35 (c)

487,979

488,341

4.144% 1/1/35 (c)

367,201

367,419

4.145% 2/1/35 (c)

295,205

295,659

4.151% 1/1/35 (c)

449,567

450,067

4.162% 2/1/35 (c)

244,003

244,871

4.17% 11/1/34 (c)

231,974

231,739

4.197% 1/1/35 (c)

221,485

222,107

4.2% 1/1/35 (c)

515,737

520,650

4.202% 1/1/35 (c)

265,055

264,301

4.23% 11/1/34 (c)

78,401

78,613

4.25% 2/1/35 (c)

148,359

147,667

4.269% 10/1/34 (c)

378,662

381,777

4.305% 8/1/33 (c)

327,375

330,734

4.305% 7/1/34 (c)

126,609

127,543

4.318% 3/1/33 (c)

66,555

66,201

4.324% 12/1/34 (c)

98,293

98,260

4.349% 2/1/35 (c)

98,092

98,004

4.351% 1/1/35 (c)

147,527

147,343

4.455% 3/1/35 (c)

174,988

175,077

4.484% 10/1/34 (c)

830,189

839,571

4.493% 8/1/34 (c)

490,185

493,172

4.53% 3/1/35 (c)

373,600

374,767

4.549% 8/1/34 (c)

313,295

315,990

4.572% 2/1/35 (c)

1,000,032

1,009,125

4.587% 2/1/35 (c)

1,231,414

1,235,842

4.67% 11/1/34 (c)

509,005

512,792

4.694% 11/1/34 (c)

507,941

511,639

4.725% 3/1/35 (c)

1,317,790

1,335,232

4.748% 7/1/34 (c)

457,933

458,609

5% 6/1/35 (b)

2,700,000

2,664,563

5.5% 12/1/17 to 8/1/27

1,827,825

1,855,346

5.5% 5/1/20 (b)

4,750,000

4,861,328

5.5% 5/12/35 (b)

7,000,000

7,063,438

6.5% 12/1/24 to 4/1/33

15,646,768

16,309,128

6.5% 5/1/35 (b)

3,648

3,794

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

7% 4/1/26 to 7/1/32

$ 3,802,376

$ 4,022,181

7.5% 3/1/28 to 4/1/29

42,239

45,429

8.5% 9/1/16 to 1/1/17

21,832

23,632

9% 11/1/11 to 5/1/14

325,936

353,407

9.5% 11/1/06 to 5/1/20

235,542

254,251

11.5% 6/15/19

60,980

67,919

12.5% 8/1/15

2,221

2,482

59,059,197

Freddie Mac - 1.4%

4.232% 1/1/35 (c)

734,121

734,949

4.314% 12/1/34 (c)

197,039

196,659

4.37% 3/1/35 (c)

275,000

273,432

4.401% 2/1/35 (c)

397,477

395,210

4.434% 2/1/35 (c)

480,736

482,764

4.444% 3/1/35 (c)

175,000

174,569

4.491% 3/1/35 (c)

525,000

523,688

4.504% 3/1/35 (c)

200,000

199,891

4.985% 8/1/33 (c)

110,312

111,491

5% 5/1/35 (b)

7,000,000

6,923,438

7.5% 3/1/15 to 3/1/16

803,263

846,226

8.5% 8/1/09 to 2/1/10

17,322

18,277

9% 10/1/08 to 10/1/20

57,218

60,862

9.5% 5/1/21 to 7/1/21

73,917

80,856

11% 7/1/13 to 5/1/14

113,157

126,184

12.5% 2/1/10 to 6/1/19

34,198

37,877

11,186,373

Government National Mortgage Association - 0.6%

6.5% 6/20/34

3,984,926

4,159,812

7.5% 9/15/06 to 8/15/29

160,170

165,775

8% 12/15/23

497,931

540,636

9% 9/15/05 to 12/15/09

2,029

2,037

10.5% 12/15/17 to 1/20/18

60,353

68,212

13.5% 7/15/11

11,041

12,536

4,949,008

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $74,841,904)

75,194,578

Collateralized Mortgage Obligations - 16.5%

Principal Amount

Value (Note 1)

U.S. Government Agency - 16.5%

Fannie Mae planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

$ 3,089,299

$ 3,245,249

Series 1993-160 Class PK, 6.5% 11/25/22

720,093

722,049

Series 1993-187 Class L, 6.5% 7/25/23

1,350,405

1,393,577

Series 1994-27 Class PJ, 6.5% 6/25/23

1,315,232

1,335,613

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2001-30 Class PL, 7% 2/25/31

2,150,835

2,183,378

Series 2001-56 Class KD, 6.5% 7/25/30

592,074

591,578

Series 2002-49 Class KG, 5.5% 8/25/17

6,500,000

6,723,079

Series 2003-32 Class PB, 3% 6/25/16

837,125

832,132

Series 2003-67 Class GL, 3% 1/25/25

5,000,000

4,858,300

Series 2003-73 Class GA, 3.5% 5/25/31

5,653,270

5,416,583

Series 2004-21 Class QE, 4.5% 11/25/32

1,500,000

1,444,962

sequential pay:

Series 2001-46 Class ZG, 6% 9/25/31

7,472,363

7,733,289

Series 2002-63 Class LA, 5.5% 10/25/16

4,944,517

5,018,132

Series 2004-80 Class ZB, 4% 11/25/19

2,412,449

2,410,321

Freddie Mac sequential pay:

Series 2114 Class ZM, 6% 1/15/29

523,308

545,299

Series 2343 Class VD, 7% 8/15/16

5,164,000

5,314,738

Series 2361 Class KB, 6.25% 1/15/28

5,152,013

5,235,021

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 1681 Class PJ, 7% 12/15/23

4,000,000

4,171,876

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

280,631

273,646

Series 1141 Class G, 9% 9/15/21

197,733

197,533

Series 1671 Class G, 6.5% 8/15/23

6,116,287

6,184,306

Series 1727 Class H, 6.5% 8/15/23

2,227,281

2,259,526

Series 2136 Class PQ, 6.5% 10/15/27

63,947

63,889

Series 2275 Class PM, 6.5% 10/15/29

31,219

31,185

Series 2483 Class DC, 5.5% 7/15/14

663,002

665,537

Series 2543 CLass PM, 5.5% 8/15/18

1,088,800

1,103,273

Series 2587 Class UP, 4% 8/15/25

5,069,286

5,021,320

Series 2622 Class PE, 4.5% 5/15/18

2,640,000

2,571,961

Series 2640 Class QG, 2% 4/15/22

361,911

351,251

Series 2660 Class ML, 3.5% 7/15/22

10,000,000

9,852,179

Series 2676 Class QA, 3% 8/15/16

1,475,000

1,462,330

Series 2683 Class UH, 3% 3/15/19

3,842,065

3,807,514

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

Series 2828 Class JA, 4.5% 1/15/10

$ 1,580,000

$ 1,591,176

sequential pay:

Series 2285 Class VB, 6.5% 10/15/16

259,808

259,793

Series 2448 Class VH, 6.5% 5/15/18

4,835,000

4,912,946

Series 2587:

Class AD, 4.71% 3/15/33

5,784,746

5,359,278

Class ET, 3.7% 7/15/17

2,804,176

2,743,351

Series 2677 Class HG, 3% 8/15/12

4,288,436

4,230,890

Series 2750 Class ZT, 5% 2/15/34

911,548

831,369

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

703,518

677,795

Series 2831 Class AC, 5% 1/15/18

1,882,602

1,894,835

Series 2769 Class BU, 5% 3/15/34

1,312,306

1,298,378

Series 2858 Class ZT, 5.5% 9/15/34

566,258

565,564

Series 2877 Class JC, 5% 10/15/34

1,785,255

1,801,067

Series 2888 Class CZ, 5% 10/15/33

982,407

979,951

Series 2907 Class HZ, 5% 12/15/34

1,343,215

1,347,749

Series FHR 2781 Class KK, 5.5% 6/15/33

4,325,000

4,265,579

target amortization class Series 2156 Class TC, 6.25% 5/15/29

4,834,631

4,961,258

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class:

Series 2001-53 Class TA, 6% 12/20/30

167,099

167,611

Series 2002-19 Class PE, 6% 10/20/30

3,272,654

3,274,497

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $134,034,298)

134,183,713

Commercial Mortgage Securities - 0.2%

Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38
(Cost $1,891,360)

1,785,412

1,878,075

Cash Equivalents - 4.0%

Maturity Amount

Value (Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $32,180,000)

$ 32,187,945

$ 32,180,000

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $823,192,427)

830,104,689

NET OTHER ASSETS - (2.3)%

(18,469,440)

NET ASSETS - 100%

$ 811,635,249

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $2,780,874 or 0.3% of net assets.

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $32,180,000) (cost $823,192,427) - See accompanying schedule

$ 830,104,689

Cash

779

Receivable for investments sold

1,930,124

Receivable for fund shares sold

2,182,809

Interest receivable

8,175,182

Prepaid expenses

2,119

Receivable from investment adviser for expense reductions

36,919

Total assets

842,432,621

Liabilities

Payable for investments purchased
Regular delivery

$ 6,812,064

Delayed delivery

21,396,923

Payable for fund shares redeemed

1,652,872

Distributions payable

208,281

Accrued management fee

282,447

Distribution fees payable

188,879

Other affiliated payables

165,447

Other payables and accrued expenses

90,459

Total liabilities

30,797,372

Net Assets

$ 811,635,249

Net Assets consist of:

Paid in capital

$ 805,972,448

Undistributed net investment income

473,713

Accumulated undistributed net realized gain (loss) on investments

(1,723,174)

Net unrealized appreciation (depreciation) on investments

6,912,262

Net Assets

$ 811,635,249

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($68,448,485 ÷ 6,784,423 shares)

$ 10.09

Maximum offering price per share (100/95.25 of $10.09)

$ 10.59

Class T:
Net Asset Value
and redemption price per share ($254,558,277 ÷ 25,247,066 shares)

$ 10.08

Maximum offering price per share (100/96.50 of $10.08)

$ 10.45

Class B:
Net Asset Value
and offering price per share ($108,309,884 ÷ 10,753,591 shares)A

$ 10.07

Class C:
Net Asset Value
and offering price per share ($55,834,104 ÷ 5,539,280 shares)A

$ 10.08

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($324,484,499 ÷ 32,338,495 shares)

$ 10.03

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 15,151,110

Security lending

3,208

Total income

15,154,318

Expenses

Management fee

$ 1,638,618

Transfer agent fees

828,854

Distribution fees

1,183,636

Accounting and security lending fees

157,287

Independent trustees' compensation

1,896

Custodian fees and expenses

14,320

Registration fees

53,707

Audit

30,375

Legal

3,290

Miscellaneous

63,431

Total expenses before reductions

3,975,414

Expense reductions

(144,336)

3,831,078

Net investment income

11,323,240

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,216,760)

Swap agreements

12,512

Total net realized gain (loss)

(1,204,248)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,429,722)

Swap agreements

(177,245)

Delayed delivery commitments

2,969

Total change in net unrealized appreciation (depreciation)

(3,603,998)

Net gain (loss)

(4,808,246)

Net increase (decrease) in net assets resulting from operations

$ 6,514,994

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 11,323,240

$ 21,028,883

Net realized gain (loss)

(1,204,248)

2,910,947

Change in net unrealized appreciation (depreciation)

(3,603,998)

7,468,838

Net increase (decrease) in net assets resulting
from operations

6,514,994

31,408,668

Distributions to shareholders from net investment income

(10,867,647)

(21,122,555)

Distributions to shareholders from net realized gain

(1,496,563)

(7,095,550)

Total distributions

(12,364,210)

(28,218,105)

Share transactions - net increase (decrease)

66,662,285

20,272,301

Total increase (decrease) in net assets

60,813,069

23,462,864

Net Assets

Beginning of period

750,822,180

727,359,316

End of period (including undistributed net investment income of $473,713 and undistributed net investment income of $18,120, respectively)

$ 811,635,249

$ 750,822,180

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.17

$ 10.12

$ 10.33

$ 10.14

$ 9.42

$ 9.31

Income from Investment Operations

Net investment
incomeE

.155

.319

.360

.410G

.546

.559

Net realized
and unrealized gain (loss)

(.066)

.151

(.144)

.205G

.730

.115

Total from investment operations

.089

.470

.216

.615

1.276

.674

Distributions from net investment income

(.149)

(.320)

(.356)

(.425)

(.556)

(.564)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.169)

(.420)

(.426)

(.425)

(.556)

(.564)

Net asset value, end of period

$ 10.09

$ 10.17

$ 10.12

$ 10.33

$ 10.14

$ 9.42

Total ReturnB,C,D

.89%

4.76%

2.11%

6.31%

13.95%

7.53%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.91%A

.88%

.83%

.83%

.87%

.85%

Expenses net of
voluntary
waivers, if any

.86%A

.88%

.83%

.83%

.87%

.85%

Expenses net of all reductions

.86%A

.88%

.83%

.83%

.86%

.85%

Net investment
income

3.10%A

3.17%

3.50%

4.11%G

5.61%

6.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 68,448

$ 70,407

$ 69,011

$ 68,973

$ 43,205

$ 15,053

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.150

.311

.350

.398G

.535

.549

Net realized
and unrealized gain (loss)

(.066)

.150

(.144)

.206G

.731

.114

Total from investment operations

.084

.461

.206

.604

1.266

.663

Distributions from net investment income

(.144)

(.311)

(.346)

(.414)

(.546)

(.553)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.164)

(.411)

(.416)

(.414)

(.546)

(.553)

Net asset value, end of period

$ 10.08

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

Total ReturnB,C,D

.84%

4.67%

2.01%

6.19%

13.86%

7.41%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.98%A

.97%

.93%

.94%

.96%

.95%

Expenses net
of voluntary waivers, if any

.95%A

.97%

.93%

.94%

.96%

.95%

Expenses net of all reductions

.95%A

.97%

.93%

.94%

.96%

.95%

Net investment
income

3.01%A

3.08%

3.39%

4.00%G

5.52%

5.92%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 254,558

$ 259,149

$ 304,517

$ 366,209

$ 293,105

$ 182,049

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.15

$ 10.10

$ 10.31

$ 10.12

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.117

.242

.282

.335G

.474

.490

Net realized
and unrealized gain (loss)

(.066)

.151

(.144)

.205G

.720

.114

Total from investment operations

.051

.393

.138

.540

1.194

.604

Distributions from net investment income

(.111)

(.243)

(.278)

(.350)

(.484)

(.494)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.131)

(.343)

(.348)

(.350)

(.484)

(.494)

Net asset value, end of period

$ 10.07

$ 10.15

$ 10.10

$ 10.31

$ 10.12

$ 9.41

Total ReturnB,C,D

.51%

3.97%

1.34%

5.52%

13.03%

6.73%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.67%A

1.65%

1.59%

1.58%

1.60%

1.59%

Expenses net of voluntary
waivers, if any

1.61%A

1.65%

1.59%

1.58%

1.60%

1.59%

Expenses net of all reductions

1.61%A

1.65%

1.59%

1.58%

1.60%

1.59%

Net investment
income

2.34%A

2.40%

2.74%

3.36%G

4.88%

5.28%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 108,310

$ 127,576

$ 176,855

$ 230,244

$ 158,864

$ 77,424

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.113

.238

.275

.327G

.468

.482

Net realized
and unrealized gain (loss)

(.066)

.150

(.144)

.205G

.729

.115

Total from investment operations

.047

.388

.131

.532

1.197

.597

Distributions from net investment income

(.107)

(.238)

(.271)

(.342)

(.477)

(.487)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.127)

(.338)

(.341)

(.342)

(.477)

(.487)

Net asset value, end of period

$ 10.08

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

Total ReturnB,C,D

.47%

3.92%

1.27%

5.44%

13.05%

6.64%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.73%A

1.69%

1.66%

1.66%

1.67%

1.67%

Expenses net of voluntary
waivers, if any

1.69%A

1.69%

1.66%

1.66%

1.67%

1.67%

Expenses net of all reductions

1.69%A

1.69%

1.66%

1.66%

1.67%

1.67%

Net investment
income

2.27%A

2.36%

2.66%

3.29%G

4.81%

5.20%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 55,834

$ 62,133

$ 80,620

$ 103,002

$ 87,214

$ 30,133

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.12

$ 10.07

$ 10.28

$ 10.09

$ 9.38

$ 9.27

Income from Investment Operations

Net investment
incomeD

.162

.333

.370

.422F

.560

.572

Net realized
and unrealized gain (loss)

(.075)

.155

(.138)

.207F

.723

.118

Total from investment operations

.087

.488

.232

.629

1.283

.690

Distributions from net investment income

(.157)

(.338)

(.372)

(.439)

(.573)

(.580)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.177)

(.438)

(.442)

(.439)

(.573)

(.580)

Net asset value, end of period

$ 10.03

$ 10.12

$ 10.07

$ 10.28

$ 10.09

$ 9.38

Total ReturnB,C

.88%

4.98%

2.28%

6.49%

14.11%

7.75%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.71%A

.69%

.68%

.69%

.69%

.66%

Expenses net of voluntary
waivers, if any

.68%A

.69%

.68%

.69%

.69%

.66%

Expenses net of all reductions

.68%A

.69%

.68%

.69%

.69%

.66%

Net investment
income

3.27%A

3.35%

3.64%

4.26%F

5.79%

6.20%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 324,484

$ 231,557

$ 96,356

$ 50,953

$ 27,782

$ 22,067

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

Semiannual Report

1. Significant Accounting Policies - continued

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 10,698,024

Unrealized depreciation

(3,999,243)

Net unrealized appreciation (depreciation)

$ 6,698,781

Cost for federal income tax purposes

$ 823,405,908

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

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

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

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

Semiannual Report

2. Operating Policies - continued

Swap Agreements. The fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

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

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 51,745

$ 509

Class T

0%

.25%

316,208

3,240

Class B

.65%

.25%

526,360

381,760

Class C

.75%

.25%

289,323

23,604

$ 1,183,636

$ 409,113

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

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

Retained
by FDC

Class A

$ 17,659

Class T

9,344

Class B*

179,682

Class C*

2,874

$ 209,559

* 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.

Semiannual Report

3. Fees and Other Transactions with Affiliates - continued

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

Amount

% of
Average
Net Assets

Class A

$ 83,269

.24*

Class T

272,500

.22*

Class B

147,120

.25*

Class C

59,101

.21*

Institutional Class

266,864

.20*

$ 828,854

*Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

4. Committed Line of Credit.

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

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Security Lending - continued

and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At period end there were no security loans outstanding.

6. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 17,629

Class T

1.00% - .93%*

45,764

Class B

1.65% - 1.58%*

34,182

Class C

1.75% - 1.68%*

11,967

Institutional Class

.75% - .68%*

34,203

$ 143,745

* Expense limitation in effect at period end.

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 $591.

7. Other.

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

Semiannual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 1,017,879

$ 2,153,959

Class T

3,621,231

8,618,124

Class B

1,290,586

3,613,736

Class C

616,857

1,712,286

Institutional Class

4,321,094

5,024,450

Total

$ 10,867,647

$ 21,122,555

From net realized gain

Class A

$ 139,625

$ 674,765

Class T

507,903

2,950,357

Class B

244,124

1,694,631

Class C

116,835

774,465

Institutional Class

488,076

1,001,332

Total

$ 1,496,563

$ 7,095,550

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

1,477,371

2,713,631

$ 14,876,604

$ 27,270,230

Reinvestment of distributions

101,204

247,225

1,018,363

2,491,603

Shares redeemed

(1,717,171)

(2,856,691)

(17,301,123)

(28,743,646)

Net increase (decrease)

(138,596)

104,165

$ (1,406,156)

$ 1,018,187

Class T

Shares sold

4,406,371

8,006,772

$ 44,337,337

$ 80,706,660

Reinvestment of distributions

388,390

1,082,875

3,905,353

10,906,402

Shares redeemed

(5,044,881)

(13,698,154)

(50,770,265)

(137,716,143)

Net increase (decrease)

(250,120)

(4,608,507)

$ (2,527,575)

$ (46,103,081)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class B

Shares sold

308,454

1,730,792

$ 3,102,707

$ 17,269,138

Reinvestment of distributions

119,183

412,382

1,197,062

4,149,653

Shares redeemed

(2,238,914)

(7,080,700)

(22,508,601)

(71,021,593)

Net increase (decrease)

(1,811,277)

(4,937,526)

$ (18,208,832)

$ (49,602,802)

Class C

Shares sold

438,735

1,558,016

$ 4,418,628

$ 15,688,387

Reinvestment of distributions

45,131

167,985

453,747

1,691,499

Shares redeemed

(1,059,371)

(3,583,707)

(10,665,278)

(36,063,909)

Net increase (decrease)

(575,505)

(1,857,706)

$ (5,792,903)

$ (18,684,023)

Institutional Class

Shares sold

10,262,344

16,675,556

$ 102,751,907

$ 167,264,086

Reinvestment of distributions

439,989

530,819

4,402,778

5,319,476

Shares redeemed

(1,254,849)

(3,884,918)

(12,556,934)

(38,939,542)

Net increase (decrease)

9,447,484

13,321,457

$ 94,597,751

$ 133,644,020

10. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International
Investment Advisors

Fidelity International
Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AGOV-USAN-0605
1.784882.102

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

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

Government Investment

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,008.90

$ 4.28**

HypotheticalA

$ 1,000.00

$ 1,020.53

$ 4.31**

Class T

Actual

$ 1,000.00

$ 1,008.40

$ 4.73**

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76**

Class B

Actual

$ 1,000.00

$ 1,005.10

$ 8.00**

HypotheticalA

$ 1,000.00

$ 1,016.81

$ 8.05**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,004.70

$ 8.40**

HypotheticalA

$ 1,000.00

$ 1,016.41

$ 8.45**

Institutional Class

Actual

$ 1,000.00

$ 1,008.80

$ 3.39**

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41**

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.86%**

Class T

.95%**

Class B

1.61%**

Class C

1.69%**

Institutional Class

.68%**

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

Annualized
Expense Ratio

Expenses
Paid

Class A

.81%

Actual

$ 4.03

HypotheticalA

$ 4.06

Class T

.88%

Actual

$ 4.38

HypotheticalA

$ 4.41

Class B

1.57%

Actual

$ 7.81

HypotheticalA

$ 7.85

Class C

1.63%

Actual

$ 8.10

HypotheticalA

$ 8.15

Institutional Class

.61%

Actual

$ 3.04

HypotheticalA

$ 3.06

A 5% return per year before expenses

Semiannual Report

Investment Changes

Coupon Distribution as of April 30, 2005

% of fund's investments

% of fund's investments
6 months ago

Less than 2%

0.8

0.0

2 - 2.99%

17.1

6.9

3 - 3.99%

16.1

6.1

4 - 4.99%

16.3

9.5

5 - 5.99%

15.6

20.1

6 - 6.99%

19.8

31.2

7 - 7.99%

5.3

11.1

8 - 8.99%

2.2

2.4

9% and over

3.0

10.2

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

Average Years to Maturity as of April 30, 2005

6 months ago

Years

6.5

6.7

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

Duration as of April 30, 2005

6 months ago

Years

4.2

4.4

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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Mortgage Securities 9.3%

Mortgage Securities 6.9%

CMOs and
Other Mortgage
Related Securities 16.7%

CMOs and
Other Mortgage
Related Securities 20.3%

U.S. Treasury
Obligations 39.3%

U.S. Treasury
Obligations 27.0%

U.S. Government
Agency Obligations 33.0%

U.S. Government
Agency Obligations 43.6%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 2.2%



* Futures and Swaps

0.0%

** Futures and Swaps

4.6%

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 72.3%

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - 33.0%

Fannie Mae:

2.375% 12/15/05

$ 15,000,000

$ 14,900,115

3.25% 1/15/08

22,062,000

21,635,762

3.75% 5/17/07

4,240,000

4,220,623

4.25% 5/15/09

12,500,000

12,543,413

6% 5/15/08

2,718,000

2,869,104

6.25% 2/1/11

24,260,000

26,242,018

6.625% 9/15/09

1,620,000

1,775,528

6.625% 11/15/30

18,000,000

22,191,966

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

710,000

714,146

Federal Home Loan Bank:

3.8% 12/22/06

1,025,000

1,022,230

5.8% 9/2/08

17,275,000

18,173,887

Freddie Mac:

2.875% 12/15/06

6,975,000

6,870,807

4.5% 7/15/13

475,000

475,719

4.5% 1/15/14

21,550,000

21,553,060

5% 1/30/14

25,000,000

24,924,450

5.875% 3/21/11

6,960,000

7,424,844

7% 3/15/10

17,944,000

20,108,334

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06

191,559

200,478

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-D, 5.23% 5/15/05

10,425

10,435

Series 1994-A, 7.12% 4/15/06

2,412,296

2,459,457

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1994-A, 7.39% 6/26/06

1,125,000

1,161,011

Series 1994-B, 7.5% 1/26/06

38,681

39,230

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates:

Series 1996-A1, 6.726% 9/15/10

956,522

1,024,215

6.77% 11/15/13

1,144,230

1,208,021

6.99% 5/21/16

4,057,500

4,556,167

Private Export Funding Corp.:

secured:

5.34% 3/15/06

4,640,000

4,708,862

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - continued

Private Export Funding Corp.: - continued

5.66% 9/15/11 (a)

$ 2,610,000

$ 2,780,874

5.685% 5/15/12

2,845,000

3,051,581

6.67% 9/15/09

1,380,000

1,516,594

3.375% 2/15/09

610,000

594,819

4.974% 8/15/13

2,850,000

2,962,832

Small Business Administration guaranteed development participation certificates Series 2002-20K Class 1, 5.08% 11/1/22

5,410,693

5,492,149

State of Israel (guaranteed by U.S. Government through Agency for International Development):

5.89% 8/15/05

8,560,000

8,615,375

6.6% 2/15/08

10,136,755

10,416,986

6.8% 2/15/12

5,000,000

5,532,485

U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A:

5.75% 8/1/06

2,100,000

2,152,718

5.96% 8/1/09

1,800,000

1,883,547

U.S. Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) 8.17% 1/15/07

120,000

124,150

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

268,137,992

U.S. Treasury Inflation Protected Obligations - 7.3%

U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25

24,415,920

26,662,747

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

6,782,008

6,688,491

2% 7/15/14

24,822,852

25,755,674

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

59,106,912

U.S. Treasury Obligations - 32.0%

U.S. Treasury Bonds:

6.125% 8/15/29

19,250,000

23,492,527

6.25% 8/15/23

1,500,000

1,802,696

8% 11/15/21

11,794,000

16,479,355

10% 5/15/10

11,170,000

11,198,361

12% 8/15/13

10,000,000

12,520,310

U.S. Treasury Notes:

2.625% 5/15/08

32,000,000

30,977,504

2.75% 6/30/06

4,605,000

4,568,123

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value (Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.75% 7/31/06

$ 32,000,000

$ 31,716,256

3.125% 5/15/07

7,060,000

6,987,197

3.375% 2/28/07

25,000,000

24,888,675

3.375% 10/15/09

31,500,000

30,867,543

3.625% 4/30/07

6,809,000

6,805,275

4% 6/15/09

3,319,000

3,339,485

4.25% 8/15/13

2,670,000

2,691,485

4.25% 11/15/13

42,960,000

43,270,462

4.75% 5/15/14

7,500,000

7,818,165

TOTAL U.S. TREASURY OBLIGATIONS

259,423,419

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $580,244,865)

586,668,323

U.S. Government Agency - Mortgage Securities - 9.3%

Fannie Mae - 7.3%

3.737% 1/1/35 (c)

206,172

205,114

3.793% 6/1/34 (c)

608,968

598,583

3.827% 12/1/34 (c)

45,107

44,932

3.83% 1/1/35 (c)

144,430

143,948

3.836% 6/1/33 (c)

95,720

95,112

3.84% 1/1/35 (c)

386,672

384,994

3.87% 1/1/35 (c)

244,423

243,741

3.878% 6/1/33 (c)

601,634

598,426

3.913% 12/1/34 (c)

120,695

120,412

3.941% 10/1/34 (c)

177,679

176,898

3.975% 11/1/34 (c)

275,100

273,921

3.98% 1/1/35 (c)

189,943

189,489

3.987% 12/1/34 (c)

164,942

164,327

4% 9/1/18

3,150,804

3,061,852

4% 1/1/35 (c)

117,782

117,473

4.017% 12/1/34 (c)

958,090

960,185

4.021% 12/1/34 (c)

145,393

144,892

4.023% 2/1/35 (c)

122,962

122,809

4.025% 1/1/35 (c)

260,697

260,123

4.029% 1/1/35 (c)

71,984

72,260

4.037% 12/1/34 (c)

95,920

96,031

4.048% 1/1/35 (c)

121,046

120,761

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

4.052% 2/1/35 (c)

$ 120,891

$ 120,807

4.072% 12/1/34 (c)

243,378

243,378

4.105% 1/1/35 (c)

265,262

265,758

4.118% 1/1/35 (c)

270,313

270,463

4.118% 2/1/35 (c)

98,120

98,481

4.12% 2/1/35 (c)

245,532

245,781

4.127% 1/1/35 (c)

266,799

268,236

4.128% 2/1/35 (c)

487,979

488,341

4.144% 1/1/35 (c)

367,201

367,419

4.145% 2/1/35 (c)

295,205

295,659

4.151% 1/1/35 (c)

449,567

450,067

4.162% 2/1/35 (c)

244,003

244,871

4.17% 11/1/34 (c)

231,974

231,739

4.197% 1/1/35 (c)

221,485

222,107

4.2% 1/1/35 (c)

515,737

520,650

4.202% 1/1/35 (c)

265,055

264,301

4.23% 11/1/34 (c)

78,401

78,613

4.25% 2/1/35 (c)

148,359

147,667

4.269% 10/1/34 (c)

378,662

381,777

4.305% 8/1/33 (c)

327,375

330,734

4.305% 7/1/34 (c)

126,609

127,543

4.318% 3/1/33 (c)

66,555

66,201

4.324% 12/1/34 (c)

98,293

98,260

4.349% 2/1/35 (c)

98,092

98,004

4.351% 1/1/35 (c)

147,527

147,343

4.455% 3/1/35 (c)

174,988

175,077

4.484% 10/1/34 (c)

830,189

839,571

4.493% 8/1/34 (c)

490,185

493,172

4.53% 3/1/35 (c)

373,600

374,767

4.549% 8/1/34 (c)

313,295

315,990

4.572% 2/1/35 (c)

1,000,032

1,009,125

4.587% 2/1/35 (c)

1,231,414

1,235,842

4.67% 11/1/34 (c)

509,005

512,792

4.694% 11/1/34 (c)

507,941

511,639

4.725% 3/1/35 (c)

1,317,790

1,335,232

4.748% 7/1/34 (c)

457,933

458,609

5% 6/1/35 (b)

2,700,000

2,664,563

5.5% 12/1/17 to 8/1/27

1,827,825

1,855,346

5.5% 5/1/20 (b)

4,750,000

4,861,328

5.5% 5/12/35 (b)

7,000,000

7,063,438

6.5% 12/1/24 to 4/1/33

15,646,768

16,309,128

6.5% 5/1/35 (b)

3,648

3,794

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

7% 4/1/26 to 7/1/32

$ 3,802,376

$ 4,022,181

7.5% 3/1/28 to 4/1/29

42,239

45,429

8.5% 9/1/16 to 1/1/17

21,832

23,632

9% 11/1/11 to 5/1/14

325,936

353,407

9.5% 11/1/06 to 5/1/20

235,542

254,251

11.5% 6/15/19

60,980

67,919

12.5% 8/1/15

2,221

2,482

59,059,197

Freddie Mac - 1.4%

4.232% 1/1/35 (c)

734,121

734,949

4.314% 12/1/34 (c)

197,039

196,659

4.37% 3/1/35 (c)

275,000

273,432

4.401% 2/1/35 (c)

397,477

395,210

4.434% 2/1/35 (c)

480,736

482,764

4.444% 3/1/35 (c)

175,000

174,569

4.491% 3/1/35 (c)

525,000

523,688

4.504% 3/1/35 (c)

200,000

199,891

4.985% 8/1/33 (c)

110,312

111,491

5% 5/1/35 (b)

7,000,000

6,923,438

7.5% 3/1/15 to 3/1/16

803,263

846,226

8.5% 8/1/09 to 2/1/10

17,322

18,277

9% 10/1/08 to 10/1/20

57,218

60,862

9.5% 5/1/21 to 7/1/21

73,917

80,856

11% 7/1/13 to 5/1/14

113,157

126,184

12.5% 2/1/10 to 6/1/19

34,198

37,877

11,186,373

Government National Mortgage Association - 0.6%

6.5% 6/20/34

3,984,926

4,159,812

7.5% 9/15/06 to 8/15/29

160,170

165,775

8% 12/15/23

497,931

540,636

9% 9/15/05 to 12/15/09

2,029

2,037

10.5% 12/15/17 to 1/20/18

60,353

68,212

13.5% 7/15/11

11,041

12,536

4,949,008

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $74,841,904)

75,194,578

Collateralized Mortgage Obligations - 16.5%

Principal Amount

Value (Note 1)

U.S. Government Agency - 16.5%

Fannie Mae planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

$ 3,089,299

$ 3,245,249

Series 1993-160 Class PK, 6.5% 11/25/22

720,093

722,049

Series 1993-187 Class L, 6.5% 7/25/23

1,350,405

1,393,577

Series 1994-27 Class PJ, 6.5% 6/25/23

1,315,232

1,335,613

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2001-30 Class PL, 7% 2/25/31

2,150,835

2,183,378

Series 2001-56 Class KD, 6.5% 7/25/30

592,074

591,578

Series 2002-49 Class KG, 5.5% 8/25/17

6,500,000

6,723,079

Series 2003-32 Class PB, 3% 6/25/16

837,125

832,132

Series 2003-67 Class GL, 3% 1/25/25

5,000,000

4,858,300

Series 2003-73 Class GA, 3.5% 5/25/31

5,653,270

5,416,583

Series 2004-21 Class QE, 4.5% 11/25/32

1,500,000

1,444,962

sequential pay:

Series 2001-46 Class ZG, 6% 9/25/31

7,472,363

7,733,289

Series 2002-63 Class LA, 5.5% 10/25/16

4,944,517

5,018,132

Series 2004-80 Class ZB, 4% 11/25/19

2,412,449

2,410,321

Freddie Mac sequential pay:

Series 2114 Class ZM, 6% 1/15/29

523,308

545,299

Series 2343 Class VD, 7% 8/15/16

5,164,000

5,314,738

Series 2361 Class KB, 6.25% 1/15/28

5,152,013

5,235,021

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 1681 Class PJ, 7% 12/15/23

4,000,000

4,171,876

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

280,631

273,646

Series 1141 Class G, 9% 9/15/21

197,733

197,533

Series 1671 Class G, 6.5% 8/15/23

6,116,287

6,184,306

Series 1727 Class H, 6.5% 8/15/23

2,227,281

2,259,526

Series 2136 Class PQ, 6.5% 10/15/27

63,947

63,889

Series 2275 Class PM, 6.5% 10/15/29

31,219

31,185

Series 2483 Class DC, 5.5% 7/15/14

663,002

665,537

Series 2543 CLass PM, 5.5% 8/15/18

1,088,800

1,103,273

Series 2587 Class UP, 4% 8/15/25

5,069,286

5,021,320

Series 2622 Class PE, 4.5% 5/15/18

2,640,000

2,571,961

Series 2640 Class QG, 2% 4/15/22

361,911

351,251

Series 2660 Class ML, 3.5% 7/15/22

10,000,000

9,852,179

Series 2676 Class QA, 3% 8/15/16

1,475,000

1,462,330

Series 2683 Class UH, 3% 3/15/19

3,842,065

3,807,514

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

Series 2828 Class JA, 4.5% 1/15/10

$ 1,580,000

$ 1,591,176

sequential pay:

Series 2285 Class VB, 6.5% 10/15/16

259,808

259,793

Series 2448 Class VH, 6.5% 5/15/18

4,835,000

4,912,946

Series 2587:

Class AD, 4.71% 3/15/33

5,784,746

5,359,278

Class ET, 3.7% 7/15/17

2,804,176

2,743,351

Series 2677 Class HG, 3% 8/15/12

4,288,436

4,230,890

Series 2750 Class ZT, 5% 2/15/34

911,548

831,369

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

703,518

677,795

Series 2831 Class AC, 5% 1/15/18

1,882,602

1,894,835

Series 2769 Class BU, 5% 3/15/34

1,312,306

1,298,378

Series 2858 Class ZT, 5.5% 9/15/34

566,258

565,564

Series 2877 Class JC, 5% 10/15/34

1,785,255

1,801,067

Series 2888 Class CZ, 5% 10/15/33

982,407

979,951

Series 2907 Class HZ, 5% 12/15/34

1,343,215

1,347,749

Series FHR 2781 Class KK, 5.5% 6/15/33

4,325,000

4,265,579

target amortization class Series 2156 Class TC, 6.25% 5/15/29

4,834,631

4,961,258

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class:

Series 2001-53 Class TA, 6% 12/20/30

167,099

167,611

Series 2002-19 Class PE, 6% 10/20/30

3,272,654

3,274,497

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $134,034,298)

134,183,713

Commercial Mortgage Securities - 0.2%

Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38
(Cost $1,891,360)

1,785,412

1,878,075

Cash Equivalents - 4.0%

Maturity Amount

Value (Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $32,180,000)

$ 32,187,945

$ 32,180,000

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $823,192,427)

830,104,689

NET OTHER ASSETS - (2.3)%

(18,469,440)

NET ASSETS - 100%

$ 811,635,249

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $2,780,874 or 0.3% of net assets.

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $32,180,000) (cost $823,192,427) - See accompanying schedule

$ 830,104,689

Cash

779

Receivable for investments sold

1,930,124

Receivable for fund shares sold

2,182,809

Interest receivable

8,175,182

Prepaid expenses

2,119

Receivable from investment adviser for expense reductions

36,919

Total assets

842,432,621

Liabilities

Payable for investments purchased
Regular delivery

$ 6,812,064

Delayed delivery

21,396,923

Payable for fund shares redeemed

1,652,872

Distributions payable

208,281

Accrued management fee

282,447

Distribution fees payable

188,879

Other affiliated payables

165,447

Other payables and accrued expenses

90,459

Total liabilities

30,797,372

Net Assets

$ 811,635,249

Net Assets consist of:

Paid in capital

$ 805,972,448

Undistributed net investment income

473,713

Accumulated undistributed net realized gain (loss) on investments

(1,723,174)

Net unrealized appreciation (depreciation) on investments

6,912,262

Net Assets

$ 811,635,249

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($68,448,485 ÷ 6,784,423 shares)

$ 10.09

Maximum offering price per share (100/95.25 of $10.09)

$ 10.59

Class T:
Net Asset Value
and redemption price per share ($254,558,277 ÷ 25,247,066 shares)

$ 10.08

Maximum offering price per share (100/96.50 of $10.08)

$ 10.45

Class B:
Net Asset Value
and offering price per share ($108,309,884 ÷ 10,753,591 shares)A

$ 10.07

Class C:
Net Asset Value
and offering price per share ($55,834,104 ÷ 5,539,280 shares)A

$ 10.08

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($324,484,499 ÷ 32,338,495 shares)

$ 10.03

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 15,151,110

Security lending

3,208

Total income

15,154,318

Expenses

Management fee

$ 1,638,618

Transfer agent fees

828,854

Distribution fees

1,183,636

Accounting and security lending fees

157,287

Independent trustees' compensation

1,896

Custodian fees and expenses

14,320

Registration fees

53,707

Audit

30,375

Legal

3,290

Miscellaneous

63,431

Total expenses before reductions

3,975,414

Expense reductions

(144,336)

3,831,078

Net investment income

11,323,240

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,216,760)

Swap agreements

12,512

Total net realized gain (loss)

(1,204,248)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,429,722)

Swap agreements

(177,245)

Delayed delivery commitments

2,969

Total change in net unrealized appreciation (depreciation)

(3,603,998)

Net gain (loss)

(4,808,246)

Net increase (decrease) in net assets resulting from operations

$ 6,514,994

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 11,323,240

$ 21,028,883

Net realized gain (loss)

(1,204,248)

2,910,947

Change in net unrealized appreciation (depreciation)

(3,603,998)

7,468,838

Net increase (decrease) in net assets resulting
from operations

6,514,994

31,408,668

Distributions to shareholders from net investment income

(10,867,647)

(21,122,555)

Distributions to shareholders from net realized gain

(1,496,563)

(7,095,550)

Total distributions

(12,364,210)

(28,218,105)

Share transactions - net increase (decrease)

66,662,285

20,272,301

Total increase (decrease) in net assets

60,813,069

23,462,864

Net Assets

Beginning of period

750,822,180

727,359,316

End of period (including undistributed net investment income of $473,713 and undistributed net investment income of $18,120, respectively)

$ 811,635,249

$ 750,822,180

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.17

$ 10.12

$ 10.33

$ 10.14

$ 9.42

$ 9.31

Income from Investment Operations

Net investment
incomeE

.155

.319

.360

.410G

.546

.559

Net realized
and unrealized gain (loss)

(.066)

.151

(.144)

.205G

.730

.115

Total from investment operations

.089

.470

.216

.615

1.276

.674

Distributions from net investment income

(.149)

(.320)

(.356)

(.425)

(.556)

(.564)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.169)

(.420)

(.426)

(.425)

(.556)

(.564)

Net asset value, end of period

$ 10.09

$ 10.17

$ 10.12

$ 10.33

$ 10.14

$ 9.42

Total ReturnB,C,D

.89%

4.76%

2.11%

6.31%

13.95%

7.53%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.91%A

.88%

.83%

.83%

.87%

.85%

Expenses net of
voluntary
waivers, if any

.86%A

.88%

.83%

.83%

.87%

.85%

Expenses net of all reductions

.86%A

.88%

.83%

.83%

.86%

.85%

Net investment
income

3.10%A

3.17%

3.50%

4.11%G

5.61%

6.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 68,448

$ 70,407

$ 69,011

$ 68,973

$ 43,205

$ 15,053

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.150

.311

.350

.398G

.535

.549

Net realized
and unrealized gain (loss)

(.066)

.150

(.144)

.206G

.731

.114

Total from investment operations

.084

.461

.206

.604

1.266

.663

Distributions from net investment income

(.144)

(.311)

(.346)

(.414)

(.546)

(.553)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.164)

(.411)

(.416)

(.414)

(.546)

(.553)

Net asset value, end of period

$ 10.08

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

Total ReturnB,C,D

.84%

4.67%

2.01%

6.19%

13.86%

7.41%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.98%A

.97%

.93%

.94%

.96%

.95%

Expenses net
of voluntary waivers, if any

.95%A

.97%

.93%

.94%

.96%

.95%

Expenses net of all reductions

.95%A

.97%

.93%

.94%

.96%

.95%

Net investment
income

3.01%A

3.08%

3.39%

4.00%G

5.52%

5.92%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 254,558

$ 259,149

$ 304,517

$ 366,209

$ 293,105

$ 182,049

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.15

$ 10.10

$ 10.31

$ 10.12

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.117

.242

.282

.335G

.474

.490

Net realized
and unrealized gain (loss)

(.066)

.151

(.144)

.205G

.720

.114

Total from investment operations

.051

.393

.138

.540

1.194

.604

Distributions from net investment income

(.111)

(.243)

(.278)

(.350)

(.484)

(.494)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.131)

(.343)

(.348)

(.350)

(.484)

(.494)

Net asset value, end of period

$ 10.07

$ 10.15

$ 10.10

$ 10.31

$ 10.12

$ 9.41

Total ReturnB,C,D

.51%

3.97%

1.34%

5.52%

13.03%

6.73%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.67%A

1.65%

1.59%

1.58%

1.60%

1.59%

Expenses net of voluntary
waivers, if any

1.61%A

1.65%

1.59%

1.58%

1.60%

1.59%

Expenses net of all reductions

1.61%A

1.65%

1.59%

1.58%

1.60%

1.59%

Net investment
income

2.34%A

2.40%

2.74%

3.36%G

4.88%

5.28%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 108,310

$ 127,576

$ 176,855

$ 230,244

$ 158,864

$ 77,424

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

$ 9.30

Income from Investment Operations

Net investment
incomeE

.113

.238

.275

.327G

.468

.482

Net realized
and unrealized gain (loss)

(.066)

.150

(.144)

.205G

.729

.115

Total from investment operations

.047

.388

.131

.532

1.197

.597

Distributions from net investment income

(.107)

(.238)

(.271)

(.342)

(.477)

(.487)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.127)

(.338)

(.341)

(.342)

(.477)

(.487)

Net asset value, end of period

$ 10.08

$ 10.16

$ 10.11

$ 10.32

$ 10.13

$ 9.41

Total ReturnB,C,D

.47%

3.92%

1.27%

5.44%

13.05%

6.64%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.73%A

1.69%

1.66%

1.66%

1.67%

1.67%

Expenses net of voluntary
waivers, if any

1.69%A

1.69%

1.66%

1.66%

1.67%

1.67%

Expenses net of all reductions

1.69%A

1.69%

1.66%

1.66%

1.67%

1.67%

Net investment
income

2.27%A

2.36%

2.66%

3.29%G

4.81%

5.20%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 55,834

$ 62,133

$ 80,620

$ 103,002

$ 87,214

$ 30,133

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.12

$ 10.07

$ 10.28

$ 10.09

$ 9.38

$ 9.27

Income from Investment Operations

Net investment
incomeD

.162

.333

.370

.422F

.560

.572

Net realized
and unrealized gain (loss)

(.075)

.155

(.138)

.207F

.723

.118

Total from investment operations

.087

.488

.232

.629

1.283

.690

Distributions from net investment income

(.157)

(.338)

(.372)

(.439)

(.573)

(.580)

Distributions from net realized gain

(.020)

(.100)

(.070)

-

-

-

Total distributions

(.177)

(.438)

(.442)

(.439)

(.573)

(.580)

Net asset value, end of period

$ 10.03

$ 10.12

$ 10.07

$ 10.28

$ 10.09

$ 9.38

Total ReturnB,C

.88%

4.98%

2.28%

6.49%

14.11%

7.75%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.71%A

.69%

.68%

.69%

.69%

.66%

Expenses net of voluntary
waivers, if any

.68%A

.69%

.68%

.69%

.69%

.66%

Expenses net of all reductions

.68%A

.69%

.68%

.69%

.69%

.66%

Net investment
income

3.27%A

3.35%

3.64%

4.26%F

5.79%

6.20%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 324,484

$ 231,557

$ 96,356

$ 50,953

$ 27,782

$ 22,067

Portfolio
turnover rate

144%A

133%

262%

251%

260%

155%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

Semiannual Report

1. Significant Accounting Policies - continued

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 10,698,024

Unrealized depreciation

(3,999,243)

Net unrealized appreciation (depreciation)

$ 6,698,781

Cost for federal income tax purposes

$ 823,405,908

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

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

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

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

Semiannual Report

2. Operating Policies - continued

Swap Agreements. The fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

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

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 51,745

$ 509

Class T

0%

.25%

316,208

3,240

Class B

.65%

.25%

526,360

381,760

Class C

.75%

.25%

289,323

23,604

$ 1,183,636

$ 409,113

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

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

Retained
by FDC

Class A

$ 17,659

Class T

9,344

Class B*

179,682

Class C*

2,874

$ 209,559

* 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.

Semiannual Report

3. Fees and Other Transactions with Affiliates - continued

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

Amount

% of
Average
Net Assets

Class A

$ 83,269

.24*

Class T

272,500

.22*

Class B

147,120

.25*

Class C

59,101

.21*

Institutional Class

266,864

.20*

$ 828,854

*Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

4. Committed Line of Credit.

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

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Security Lending - continued

and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At period end there were no security loans outstanding.

6. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 17,629

Class T

1.00% - .93%*

45,764

Class B

1.65% - 1.58%*

34,182

Class C

1.75% - 1.68%*

11,967

Institutional Class

.75% - .68%*

34,203

$ 143,745

* Expense limitation in effect at period end.

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 $591.

7. Other.

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

Semiannual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 1,017,879

$ 2,153,959

Class T

3,621,231

8,618,124

Class B

1,290,586

3,613,736

Class C

616,857

1,712,286

Institutional Class

4,321,094

5,024,450

Total

$ 10,867,647

$ 21,122,555

From net realized gain

Class A

$ 139,625

$ 674,765

Class T

507,903

2,950,357

Class B

244,124

1,694,631

Class C

116,835

774,465

Institutional Class

488,076

1,001,332

Total

$ 1,496,563

$ 7,095,550

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

1,477,371

2,713,631

$ 14,876,604

$ 27,270,230

Reinvestment of distributions

101,204

247,225

1,018,363

2,491,603

Shares redeemed

(1,717,171)

(2,856,691)

(17,301,123)

(28,743,646)

Net increase (decrease)

(138,596)

104,165

$ (1,406,156)

$ 1,018,187

Class T

Shares sold

4,406,371

8,006,772

$ 44,337,337

$ 80,706,660

Reinvestment of distributions

388,390

1,082,875

3,905,353

10,906,402

Shares redeemed

(5,044,881)

(13,698,154)

(50,770,265)

(137,716,143)

Net increase (decrease)

(250,120)

(4,608,507)

$ (2,527,575)

$ (46,103,081)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class B

Shares sold

308,454

1,730,792

$ 3,102,707

$ 17,269,138

Reinvestment of distributions

119,183

412,382

1,197,062

4,149,653

Shares redeemed

(2,238,914)

(7,080,700)

(22,508,601)

(71,021,593)

Net increase (decrease)

(1,811,277)

(4,937,526)

$ (18,208,832)

$ (49,602,802)

Class C

Shares sold

438,735

1,558,016

$ 4,418,628

$ 15,688,387

Reinvestment of distributions

45,131

167,985

453,747

1,691,499

Shares redeemed

(1,059,371)

(3,583,707)

(10,665,278)

(36,063,909)

Net increase (decrease)

(575,505)

(1,857,706)

$ (5,792,903)

$ (18,684,023)

Institutional Class

Shares sold

10,262,344

16,675,556

$ 102,751,907

$ 167,264,086

Reinvestment of distributions

439,989

530,819

4,402,778

5,319,476

Shares redeemed

(1,254,849)

(3,884,918)

(12,556,934)

(38,939,542)

Net increase (decrease)

9,447,484

13,321,457

$ 94,597,751

$ 133,644,020

10. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International
Investment Advisors

Fidelity International
Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AGOVI-USAN-0605
1.784883.102

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

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

High Income Advantage

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

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Semiannual Report

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,036.20

$ 5.00

Hypothetical A

$ 1,000.00

$ 1,019.89

$ 4.96

Class T

Actual

$ 1,000.00

$ 1,035.60

$ 5.40

Hypothetical A

$ 1,000.00

$ 1,019.49

$ 5.36

Class B

Actual

$ 1,000.00

$ 1,032.50

$ 8.77

Hypothetical A

$ 1,000.00

$ 1,016.17

$ 8.70

Class C

Actual

$ 1,000.00

$ 1,032.00

$ 9.22

Hypothetical A

$ 1,000.00

$ 1,015.72

$ 9.15

Institutional Class

Actual

$ 1,000.00

$ 1,037.10

$ 4.09

Hypothetical A

$ 1,000.00

$ 1,020.78

$ 4.06

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.99%

Class T

1.07%

Class B

1.74%

Class C

1.83%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

4.7

3.2

Revlon, Inc.

4.6

3.6

Qwest Services Corp.

3.8

4.8

Levi Strauss & Co.

3.1

3.3

Tenet Healthcare Corp.

3.1

1.6

19.3

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

15.2

17.2

Energy

9.7

10.4

Cable TV

8.0

7.2

Healthcare

7.6

4.9

Consumer Products

5.1

4.4

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

AAA, AA, A 0.0%

AAA, AA, A 0.0%

BBB 1.0%

BBB 0.1%

BB 8.4%

BB 7.3%

B 26.2%

B 23.8%

CCC, CC, C 38.1%

CCC, CC, C 40.9%

Not Rated 4.1%

Not Rated 5.7%

Equities 17.2%

Equities 16.2%

Short-Term
Investments and
Net Other Assets 5.0%

Short-Term
Investments and
Net Other Assets 6.0%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Nonconvertible
Bonds 73.0%

Nonconvertible
Bonds 73.5%

Convertible Bonds, Preferred Stocks 2.1%

Convertible Bonds, Preferred Stocks 1.0%

Common Stocks 15.9%

Common Stocks 15.6%

Floating Rate Loans 4.0%

Floating Rate Loans 3.9%

Short-Term
Investments and
Net Other Assets 5.0%

Short-Term
Investments and
Net Other Assets 6.0%

* Foreign
investments

6.5%

** Foreign
investments

6.5%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 73.8%

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - 0.8%

Cable TV - 0.6%

Charter Communications, Inc. 5.875% 11/16/09 (f)

$ 22,580

$ 14,140

Electric Utilities - 0.2%

Mirant Corp. 5.75% 7/15/07 (c)

5,000

3,750

TOTAL CONVERTIBLE BONDS

17,890

Nonconvertible Bonds - 73.0%

Air Transportation - 4.6%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

13,320

12,388

6.977% 11/23/22

784

717

7.377% 5/23/19

15,421

10,024

7.379% 5/23/16

8,499

5,439

7.8% 4/1/08

9,740

8,717

10.18% 1/2/13

5,055

3,437

Delta Air Lines, Inc.:

7.9% 12/15/09

18,065

5,781

8% 12/15/07 (f)

7,900

2,726

8.3% 12/15/29

92,390

23,328

9.5% 11/18/08 (f)

2,065

1,673

10% 8/15/08

37,520

12,757

Delta Air Lines, Inc. pass thru trust certificates:

7.299% 9/18/06

75

40

7.779% 11/18/05

95

69

7.779% 1/2/12

1,903

761

Northwest Airlines Corp. 10% 2/1/09

5,000

2,550

Northwest Airlines, Inc.:

7.875% 3/15/08

9,675

4,741

9.875% 3/15/07

800

504

10.5% 4/1/09

13,548

10,161

Northwest Airlines, Inc. pass thru trust certificates 9.179% 10/1/11

1,753

1,122

106,935

Automotive - 1.9%

Accuride Corp. 8.5% 2/1/15 (f)

4,780

4,445

Altra Industrial Motion, Inc. 9% 12/1/11 (f)

2,460

2,386

American Tire Distributors, Inc. 10.75% 4/1/13 (f)

9,010

8,650

Delco Remy International, Inc. 9.375% 4/15/12

2,940

2,440

General Motors Acceptance Corp. 6.75% 12/1/14

8,730

7,313

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Automotive - continued

General Motors Corp. 8.375% 7/15/33

$ 20,570

$ 15,657

Tenneco Automotive, Inc. 8.625% 11/15/14 (f)

2,870

2,626

43,517

Building Materials - 0.5%

Goodman Global Holdings, Inc. 7.875% 12/15/12 (f)

11,265

9,801

Owens Corning 7% 3/15/09 (c)

600

456

10,257

Cable TV - 5.6%

Cablevision Systems Corp. 8% 4/15/12 (f)

20,000

19,825

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

8.625% 4/1/09

21,564

15,634

9.625% 11/15/09

26,970

19,823

9.92% 4/1/11

32,570

23,125

10% 4/1/09

25,840

19,380

10% 5/15/11

8,700

6,177

10.25% 1/15/10

14,290

10,575

10.75% 10/1/09

17,570

13,441

11.125% 1/15/11

2,200

1,606

129,586

Capital Goods - 1.1%

Dresser-Rand Group, Inc. 7.375% 11/1/14 (f)

3,450

3,364

Hawk Corp. 8.75% 11/1/14

2,770

2,839

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

7,590

7,514

Park-Ohio Industries, Inc. 8.375% 11/15/14 (f)

5,120

4,365

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

1,800

1,692

Thermadyne Holdings Corp. 9.25% 2/1/14

5,710

5,282

25,056

Chemicals - 4.5%

BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14

10,830

11,886

Borden US Finance Corp./Nova Scotia Finance ULC 7.8906% 7/15/10 (f)(g)

4,990

4,840

Crompton Corp. 9.875% 8/1/12

4,290

4,912

Crystal US Holding 3LLC/Crystal US Sub 3Corp. Series B, 0% 10/1/14 (d)(f)

6,080

3,952

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

5,920

6,542

Hercules, Inc.:

6.5% 6/30/29

6,070

4,735

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Chemicals - continued

Hercules, Inc.: - continued

6.5% 6/30/29 unit

$ 5,500

$ 4,555

Huntsman ICI Chemicals LLC 10.125% 7/1/09

5,587

5,810

Huntsman LLC 11.625% 10/15/10

5,972

6,808

Phibro Animal Health Corp.:

Series AO, 13% 12/1/07 unit

604

646

13% 12/1/07 unit

2,800

2,996

Resolution Performance Products LLC/RPP Capital Corp. 13.5% 11/15/10

28,415

30,830

Rhodia SA 8.875% 6/1/11

15,210

14,450

Rockwood Specialties Group, Inc. 7.5% 11/15/14 (f)

950

931

103,893

Consumer Products - 0.5%

Revlon Consumer Products Corp. 9.5% 4/1/11 (f)

12,120

11,453

Containers - 1.7%

AEP Industries, Inc. 7.875% 3/15/13 (f)

1,360

1,343

Graham Packaging Co. LP/ GPC Capital Corp. 9.875% 10/15/14 (f)

7,980

7,421

Huntsman Packaging Corp. 13% 6/1/10

6,910

5,528

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14 (f)

4,410

4,278

8.25% 5/15/13

8,535

9,090

Owens-Illinois, Inc. 7.5% 5/15/10

3,490

3,595

Pliant Corp. 13% 6/1/10

2,000

1,520

Vitro SA de CV 11.75% 11/1/13 (f)

6,640

5,876

38,651

Diversified Financial Services - 0.2%

Metris Companies, Inc. 10.125% 7/15/06

1,315

1,335

Triad Acquisition Corp. 11.125% 5/1/13 (f)

4,170

4,149

5,484

Electric Utilities - 3.3%

AES Corp. 7.75% 3/1/14

19,991

20,366

Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (f)

19,380

20,349

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

2,900

2,915

Electricidad de Caracas Finance BV 10.25% 10/15/14 (f)

3,000

3,075

Mirant Americas Generation LLC:

8.5% 10/1/21 (c)

13,295

13,760

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Electric Utilities - continued

Mirant Americas Generation LLC: - continued

9.125% 5/1/31 (c)

$ 11,965

$ 12,653

Southern Energy, Inc. New York 7.9% 7/15/09 (c)(f)

5,000

3,875

76,993

Energy - 8.6%

Aventine Renewable Energy Holdings, Inc. 9.01% 12/15/11 (f)(g)

6,130

5,578

El Paso Corp.:

7% 5/15/11

38,000

35,578

7.875% 6/15/12

12,620

12,257

El Paso Energy Corp.:

6.75% 5/15/09

17,010

16,181

7.375% 12/15/12

22,275

20,939

El Paso Production Holding Co. 7.75% 6/1/13

6,500

6,533

Hanover Compressor Co.:

0% 3/31/07

22,830

19,634

9% 6/1/14

1,700

1,768

Petroleum Geo-Services ASA 10% 11/5/10

8,060

8,866

The Coastal Corp.:

6.5% 6/1/08

14,245

13,640

7.75% 6/15/10

42,465

41,297

7.75% 10/15/35

1,970

1,783

Venoco, Inc. 8.75% 12/15/11 (f)

3,670

3,679

Williams Companies, Inc. 7.5% 1/15/31

10,225

10,557

198,290

Entertainment/Film - 0.0%

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

11,100

333

Environmental - 1.4%

Allied Waste North America, Inc.:

7.25% 3/15/15 (f)

27,340

24,879

7.375% 4/15/14

6,630

5,801

IMCO Recycling Escrow, Inc. 9% 11/15/14 (f)

1,070

1,102

31,782

Food and Drug Retail - 4.4%

Ahold Finance USA, Inc.:

6.875% 5/1/29

21,921

20,825

8.25% 7/15/10

39,237

42,670

AmeriQual Group LLC/AmeriQual Finance Corp. 9% 4/1/12 (f)

6,000

5,955

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Food and Drug Retail - continued

Nutritional Sourcing Corp. 10.125% 8/1/09

$ 21,526

$ 15,929

Rite Aid Corp. 12.5% 9/15/06

8,905

9,617

The Great Atlantic & Pacific Tea Co. 9.125% 12/15/11

6,270

6,207

101,203

Food/Beverage/Tobacco - 0.6%

Doane Pet Care Co.:

9.75% 5/15/07

3,730

3,693

10.75% 3/1/10

6,605

7,067

Pierre Foods, Inc. 9.875% 7/15/12

2,240

2,274

13,034

Gaming - 0.4%

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

0% 1/15/13 (d)(f)

2,990

1,914

9% 1/15/12 (f)

1,760

1,822

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (f)

6,680

6,212

9,948

Healthcare - 5.2%

AmeriPath, Inc. 10.5% 4/1/13

5,975

5,975

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (f)

4,260

4,388

Athena Neurosciences Finance LLC 7.25% 2/21/08

5,520

4,858

DaVita, Inc. 7.25% 3/15/15 (f)

14,070

13,789

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

10,770

11,012

Spheris, Inc. 11% 12/15/12 (f)

3,870

3,831

Tenet Healthcare Corp.:

6.375% 12/1/11

11,625

10,840

6.5% 6/1/12

20,240

18,671

7.375% 2/1/13

25,500

23,970

9.25% 2/1/15 (f)

11,960

11,960

9.875% 7/1/14

6,675

6,909

U.S. Oncology, Inc. 10.75% 8/15/14

3,485

3,677

119,880

Homebuilding/Real Estate - 0.7%

Champion Enterprises, Inc. 7.625% 5/15/09

5,570

5,264

Champion Home Builders Co. 11.25% 4/15/07

9,905

10,301

Integrated Electrical Services, Inc. 9.375% 2/1/09

1,820

1,456

17,021

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Insurance - 1.9%

Provident Companies, Inc.:

7% 7/15/18

$ 3,650

$ 3,632

7.25% 3/15/28

17,830

17,537

UnumProvident Corp.:

6.75% 12/15/28

11,350

10,499

7.19% 2/1/28

3,250

2,974

7.375% 6/15/32

9,190

9,089

43,731

Leisure - 2.4%

Equinox Holdings Ltd. 9% 12/15/09

1,000

1,030

Six Flags, Inc.:

8.875% 2/1/10

1,330

1,184

9.625% 6/1/14

29,670

25,220

9.75% 4/15/13

32,855

28,255

55,689

Paper - 0.2%

Cellu Tissue Holdings, Inc. 9.75% 3/15/10

3,680

3,772

Publishing/Printing - 0.5%

CBD Media Holdings LLC/CBD Holdings Finance, Inc. 9.25% 7/15/12

6,140

5,833

Vertis, Inc.:

10.875% 6/15/09

5,300

4,717

13.5% 12/7/09 (f)

2,755

1,736

12,286

Railroad - 0.6%

TFM SA de CV:

9.375% 5/1/12 (f)

6,565

6,581

12.5% 6/15/12

6,680

7,699

14,280

Restaurants - 0.4%

Friendly Ice Cream Corp. 8.375% 6/15/12

5,220

4,855

Uno Restaurant Corp. 10% 2/15/11 (f)

4,780

4,661

9,516

Services - 0.8%

Cornell Companies, Inc. 10.75% 7/1/12

4,100

4,203

Hydrochem Industrial Services, Inc. 9.25% 2/15/13 (f)

5,150

4,841

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Services - continued

Integrated Electrical Services, Inc. 9.375% 2/1/09

$ 5,566

$ 4,453

Language Line, Inc. 11.125% 6/15/12

4,610

4,817

18,314

Shipping - 1.1%

American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15 (f)

1,800

1,827

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

23,930

22,973

24,800

Steels - 0.3%

Edgen Acquisition Corp. 9.875% 2/1/11 (f)

5,980

5,831

Super Retail - 1.8%

Brown Shoe Co., Inc. 8.75% 5/1/12 (f)

4,770

4,770

Dillard's, Inc.:

6.625% 11/15/08

1,230

1,250

6.625% 1/15/18

3,700

3,446

7% 12/1/28

9,583

8,685

7.13% 8/1/18

7,200

6,903

7.75% 7/15/26

1,450

1,404

7.75% 5/15/27

3,680

3,574

7.875% 1/1/23

1,940

1,928

NBC Acquisition Corp. 0% 3/15/13 (d)

12,830

9,173

41,133

Technology - 2.1%

Celestica, Inc. 7.875% 7/1/11

4,920

4,889

Danka Business Systems PLC 11% 6/15/10

7,240

6,552

Freescale Semiconductor, Inc. 7.125% 7/15/14

4,460

4,661

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

6.26% 12/15/11 (f)(g)

1,660

1,536

8% 12/15/14 (f)

1,290

1,109

Semiconductor Note Participation Trust 0% 8/4/11 (f)

6,625

9,540

Viasystems, Inc. 10.5% 1/15/11

12,680

12,300

Xerox Corp. 7.2% 4/1/16

6,660

7,060

47,647

Telecommunications - 12.6%

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

5,000

5,450

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Telecommunications - continued

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

$ 6,680

$ 6,764

Cincinnati Bell, Inc. 8.375% 1/15/14

3,095

2,925

Eschelon Operating Co. 8.375% 3/15/10

3,880

3,337

Intelsat Ltd. 6.5% 11/1/13

6,070

4,765

New Skies Satellites BV 9.125% 11/1/12 (f)

1,450

1,450

Nextel Partners, Inc.:

8.125% 7/1/11

23,705

25,364

12.5% 11/15/09

7,583

8,341

Primus Telecommunications Group, Inc.:

8% 1/15/14

6,160

3,619

12.75% 10/15/09

1,840

1,306

Qwest Capital Funding, Inc.:

7% 8/3/09

22,120

19,908

7.25% 2/15/11

4,000

3,600

7.625% 8/3/21

3,210

2,600

7.75% 2/15/31

29,425

23,393

Qwest Services Corp. 14% 12/15/10 (f)(g)

77,830

87,559

Rogers Communications, Inc.:

6.375% 3/1/14

12,190

11,611

7.5% 3/15/15

7,260

7,423

8% 12/15/12

3,130

3,193

SBA Communication Corp./SBA Telcommunications, Inc. 0% 12/15/11 (d)

7,440

6,510

Time Warner Telecom Holdings, Inc. 9.25% 2/15/14 (f)

6,070

5,584

Time Warner Telecom LLC/Time Warner Telecom, Inc. 9.75% 7/15/08

11,987

11,777

Time Warner Telecom, Inc. 10.125% 2/1/11

29,605

27,533

U.S. West Capital Funding, Inc. 6.375% 7/15/08

5,000

4,575

U.S. West Communications 6.875% 9/15/33

15,000

12,338

290,925

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Textiles & Apparel - 3.1%

Levi Strauss & Co.:

9.75% 1/15/15 (f)

$ 17,200

$ 16,340

12.25% 12/15/12

52,945

56,122

72,462

TOTAL NONCONVERTIBLE BONDS

1,683,702

TOTAL CORPORATE BONDS

(Cost $1,750,754)

1,701,592

Common Stocks - 15.9%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)

15,929

0

Cable TV - 1.8%

NTL, Inc. Class A warrants 1/13/11 (a)

3

0

Pegasus Communications Corp. warrants 1/1/07 (a)

6,509

0

Telewest Global, Inc. (a)

2,211,603

41,003

Chemicals - 0.1%

Huntsman Corp.

96,480

1,827

Consumer Products - 4.6%

Revlon, Inc. Class A (sub. vtg.)(a)(e)

35,886,484

105,499

Containers - 1.4%

Owens-Illinois, Inc. (a)

1,280,800

31,405

Trivest 1992 Special Fund Ltd. (a)(h)

3,037,732

30

31,435

Electric Utilities - 1.1%

AES Corp. (a)

1,592,509

25,608

Energy - 0.7%

Chesapeake Energy Corp.

800,000

15,392

Food and Drug Retail - 0.6%

Pathmark Stores, Inc. (a)(e)

1,818,878

14,042

Pathmark Stores, Inc. warrants 9/19/10 (a)

747,828

232

14,274

Healthcare - 2.4%

DaVita, Inc. (a)

1,352,946

54,524

Hotels - 0.2%

Wyndham International, Inc. Class A (a)

4,189,700

4,190

Common Stocks - continued

Shares

Value (Note 1) (000s)

Metals/Mining - 0.9%

Haynes International, Inc. (a)(f)

1,140,617

$ 21,387

Shipping - 1.4%

Teekay Shipping Corp.

793,800

33,292

Technology - 0.6%

STATS ChipPAC Ltd. sponsored ADR (a)

261,000

1,582

Viasystems Group, Inc. (a)(h)

1,026,780

12,321

13,903

Telecommunications - 0.1%

Choice One Communications, Inc. (a)(h)

571,711

2,630

Covad Communications Group, Inc. (a)

1,948

2

Crown Castle International Corp. (a)

21,274

343

2,975

Textiles & Apparel - 0.0%

Arena Brands Holding Corp. Class B (h)

42,253

437

Pillowtex Corp. (a)

490,256

0

437

TOTAL COMMON STOCKS

(Cost $301,975)

365,746

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 1.1%

Energy - 0.4%

El Paso Corp. 4.99% (f)

10,000

9,460

Leisure - 0.2%

Six Flags, Inc. 7.25% PIERS

200,000

3,780

Paper - 0.5%

Temple-Inland, Inc. 7.50% DECS

232,000

12,496

TOTAL CONVERTIBLE PREFERRED STOCKS

25,736

Nonconvertible Preferred Stocks - 0.2%

Broadcasting - 0.2%

Spanish Broadcasting System, Inc. Class B, 10.75%

3,574

3,842

TOTAL PREFERRED STOCKS

(Cost $29,527)

29,578

Floating Rate Loans - 4.0%

Principal Amount (000s)

Value (Note 1) (000s)

Homebuilding/Real Estate - 0.3%

General Growth Properties, Inc. Tranche A, term loan 5.11% 11/12/07 (g)

$ 6,074

$ 6,104

Hotels - 1.2%

Wyndham International, Inc. term loan:

7.6875% 6/30/06 (g)

21,457

21,457

8.6875% 4/1/06 (g)

6,657

6,657

28,114

Metals/Mining - 0.0%

Trout Coal Holdings LLC / Dakota Tranche 2, term loan 9.75% 3/23/12 (g)

550

553

Telecommunications - 2.5%

Choice One Communications, Inc. Tranche C, term loan 8.0925% 11/30/10 (g)

5,255

4,834

Level 3 Communications, Inc. term loan 9.92% 12/2/11 (g)

15,345

15,959

McLeodUSA, Inc.:

revolver loan 7.0967% 5/31/07 (c)(g)

9,402

3,150

Tranche A, term loan 8.4296% 5/31/07 (c)(g)

8,808

2,951

Tranche B, term loan 9.1% 5/30/08 (c)(g)

92,732

31,065

57,959

TOTAL FLOATING RATE LOANS

(Cost $127,624)

92,730

Money Market Funds - 3.0%

Shares

Fidelity Cash Central Fund, 2.84% (b)
(Cost $68,402)

68,401,870

68,402

Cash Equivalents - 0.2%

Maturity Amount (000s)

Value (Note 1) (000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.86%, dated 4/29/05 due 5/2/05)
(Cost $4,771)

4,772

$ 4,771

TOTAL INVESTMENT PORTFOLIO - 98.2%

(Cost $2,283,053)

2,262,819

NET OTHER ASSETS - 1.8%

41,961

NET ASSETS - 100%

$ 2,304,780

Security Type Abbreviations

DECS

-

Dividend Enhanced
Convertible Stock/Debt Exchangeable for Common
Stock

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $425,293,000 or 18.5% of net assets.

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

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $15,419,000 or 0.7% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97 - 7/13/98

$ 1,538

Choice One Communications, Inc.

11/18/04

$ 2,390

Trivest 1992 Special Fund Ltd.

7/30/92

$ -

Viasystems Group, Inc.

2/13/04

$ 20,664

Other Information

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Pathmark Stores, Inc.

$ 8,701

$ -

$ 1,239

$ -

$ 14,042

Revlon, Inc. Class A (sub. vtg.)

89,856

-

3,337

-

105,499

Total

$ 98,557

$ -

$ 4,576

$ -

$ 119,541

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $1,144,060,000 of which $176,501,000, $488,641,000 and $478,918,000 will expire on October 31, 2008, 2009 and 2010, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $4,771) (cost $ 2,283,053) - See accompanying schedule

$ 2,262,819

Cash

1,162

Receivable for investments sold

13,367

Receivable for fund shares sold

3,017

Dividends receivable

192

Interest receivable

48,530

Prepaid expenses

7

Receivable from investment adviser for expense reductions

71

Other affiliated receivables

15

Other receivables

29

Total assets

2,329,209

Liabilities

Payable for investments purchased

$ 9,284

Payable for fund shares redeemed

9,775

Distributions payable

2,701

Accrued management fee

1,131

Distribution fees payable

736

Other affiliated payables

526

Other payables and accrued expenses

276

Total liabilities

24,429

Net Assets

$ 2,304,780

Net Assets consist of:

Paid in capital

$ 3,288,579

Undistributed net investment income

24,317

Accumulated undistributed net realized gain (loss) on investments

(987,884)

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

(20,232)

Net Assets

$ 2,304,780

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($353,519 ÷ 37,403 shares)

$ 9.45

Maximum offering price per share (100/95.25 of $9.45)

$ 9.92

Class T:
Net Asset Value
and redemption price per share ($1,031,751 ÷ 108,832 shares)

$ 9.48

Maximum offering price per share (100/96.50 of $9.48)

$ 9.82

Class B:
Net Asset Value
and offering price per share
($398,945 ÷ 42,373 shares)A

$ 9.42

Class C:
Net Asset Value
and offering price per share
($183,781 ÷ 19,462 shares)A

$ 9.44

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($336,784 ÷ 36,822 shares)

$ 9.15

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.

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005 (Unaudited)

Investment Income

Dividends

$ 955

Interest

100,692

Security lending

14

Total income

101,661

Expenses

Management fee

$ 7,184

Transfer agent fees

2,358

Distribution fees

4,884

Accounting and security lending fees

444

Independent trustees' compensation

6

Appreciation in deferred trustee compensation account

5

Custodian fees and expenses

31

Registration fees

74

Audit

39

Legal

34

Miscellaneous

251

Total expenses before reductions

15,310

Expense reductions

(217)

15,093

Net investment income

86,568

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (Including realized gain (loss) of $(313) from affiliated issuers)

165,812

Change in net unrealized appreciation (depreciation) on:

Investment securities

(157,900)

Assets and liabilities in foreign currencies

2

Total change in net unrealized appreciation (depreciation)

(157,898)

Net gain (loss)

7,914

Net increase (decrease) in net assets resulting from operations

$ 94,482

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 86,568

$ 209,628

Net realized gain (loss)

165,812

147,875

Change in net unrealized appreciation (depreciation)

(157,898)

(59,028)

Net increase (decrease) in net assets resulting
from operations

94,482

298,475

Distributions to shareholders from net investment income

(138,731)

(266,622)

Share transactions - net increase (decrease)

(130,173)

(309,122)

Redemption fees

248

623

Total increase (decrease) in net assets

(174,174)

(276,646)

Net Assets

Beginning of period

2,478,954

2,755,600

End of period (including undistributed net investment income of $24,317 and undistributed net investment income of $76,480, respectively)

$ 2,304,780

$ 2,478,954

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.64

$ 9.50

$ 6.40

$ 8.17

$ 9.64

$ 11.12

Income from Investment Operations

Net investment incomeE

.353

.797

.873

.767G,H

.869

1.059

Net realized and unrealized gain (loss)

.010

.307

2.875

(1.866)G,H

(1.558)

(1.634)

Total from investment operations

.363

1.104

3.748

(1.099)

(.689)

(.575)

Distributions from net investment income

(.554)

(.966)

(.648)

(.671)

(.781)

(.905)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.45

$ 9.64

$ 9.50

$ 6.40

$ 8.17

$ 9.64

Total ReturnB,C,D

3.62%

12.23%

60.58%

(14.39)%

(7.64)%

(5.66)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.01%A

.98%

.99%

1.02%

.97%

.94%

Expenses net of voluntary waivers, if any

.99%A

.98%

.99%

1.02%

.97%

.94%

Expenses net of all reductions

.99%A

.98%

.99%

1.01%

.97%

.94%

Net investment income

7.20%A

8.38%

10.45%

10.12%G,H

9.53%

9.86%

Supplemental Data

Net assets, end of period (in millions)

$ 354

$ 297

$ 307

$ 157

$ 189

$ 209

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 11.01% to 10.12%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.67

$ 9.52

$ 6.42

$ 8.18

$ 9.66

$ 11.14

Income from Investment Operations

Net investment incomeE

.351

.793

.859

.766G,H

.865

1.055

Net realized and unrealized gain (loss)

.008

.315

2.883

(1.860)G,H

(1.572)

(1.640)

Total from investment operations

.359

1.108

3.742

(1.094)

(.707)

(.585)

Distributions from net investment income

(.550)

(.960)

(.642)

(.666)

(.773)

(.895)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.48

$ 9.67

$ 9.52

$ 6.42

$ 8.18

$ 9.66

Total ReturnB,C,D

3.56%

12.24%

60.26%

(14.30)%

(7.81)%

(5.73)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.08%A

1.06%

1.06%

1.08%

1.06%

1.03%

Expenses net of voluntary waivers, if any

1.07%A

1.06%

1.06%

1.08%

1.06%

1.03%

Expenses net of all reductions

1.07%A

1.06%

1.06%

1.08%

1.05%

1.03%

Net investment income

7.12%A

8.30%

10.38%

10.05%G,H

9.45%

9.76%

Supplemental Data

Net assets, end of period (in millions)

$ 1,032

$ 1,245

$ 1,398

$ 1,070

$ 1,473

$ 1,777

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.95% to 10.05%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.47

$ 6.38

$ 8.15

$ 9.61

$ 11.09

Income from Investment Operations

Net investment incomeE

.316

.723

.802

.712G,H

.801

.978

Net realized and unrealized gain (loss)

.010

.310

2.873

(1.868)G,H

(1.549)

(1.634)

Total from investment operations

.326

1.033

3.675

(1.156)

(.748)

(.656)

Distributions from net investment income

(.517)

(.895)

(.585)

(.614)

(.712)

(.824)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.42

$ 9.61

$ 9.47

$ 6.38

$ 8.15

$ 9.61

Total ReturnB,C,D

3.25%

11.44%

59.42%

(15.07)%

(8.25)%

(6.39)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.77%A

1.74%

1.75%

1.78%

1.73%

1.70%

Expenses net of voluntary waivers, if any

1.74%A

1.74%

1.75%

1.78%

1.73%

1.70%

Expenses net of all reductions

1.74%A

1.74%

1.75%

1.77%

1.72%

1.70%

Net investment income

6.45%A

7.62%

9.69%

9.36%G,H

8.78%

9.10%

Supplemental Data

Net assets, end of period (in millions)

$ 399

$ 498

$ 613

$ 426

$ 704

$ 956

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.25% to 9.36%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.63

$ 9.49

$ 6.40

$ 8.16

$ 9.63

$ 11.11

Income from Investment Operations

Net investment incomeE

.313

.718

.801

.708G,H

.796

.969

Net realized and unrealized gain (loss)

.009

.309

2.868

(1.859)G,H

(1.560)

(1.634)

Total from investment operations

.322

1.027

3.669

(1.151)

(.764)

(.665)

Distributions from net investment income

(.513)

(.889)

(.579)

(.609)

(.706)

(.815)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.44

$ 9.63

$ 9.49

$ 6.40

$ 8.16

$ 9.63

Total ReturnB,C,D

3.20%

11.33%

59.11%

(14.98)%

(8.41)%

(6.45)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.85%A

1.81%

1.82%

1.84%

1.80%

1.78%

Expenses net of voluntary waivers, if any

1.83%A

1.81%

1.82%

1.84%

1.80%

1.78%

Expenses net of all reductions

1.82%A

1.81%

1.82%

1.84%

1.79%

1.78%

Net investment income

6.37%A

7.55%

9.62%

9.29%G,H

8.71%

9.02%

Supplemental Data

Net assets, end of period (in millions)

$ 184

$ 193

$ 219

$ 132

$ 197

$ 247

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.19% to 9.29%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.35

$ 9.24

$ 6.24

$ 7.97

$ 9.43

$ 10.90

Income from Investment Operations

Net investment incomeD

.350

.786

.867

.759F,G

.862

1.055

Net realized and unrealized gain (loss)

.011

.305

2.796

(1.805)F,G

(1.528)

(1.606)

Total from investment operations

.361

1.091

3.663

(1.046)

(.666)

(.551)

Distributions from net investment income

(.562)

(.983)

(.663)

(.684)

(.794)

(.919)

Redemption fees added to paid in capitalD

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.15

$ 9.35

$ 9.24

$ 6.24

$ 7.97

$ 9.43

Total ReturnB,C

3.71%

12.46%

60.82%

(14.09)%

(7.58)%

(5.56)%

Ratios to Average Net AssetsE

Expenses before expense reductions

.82%A

.83%

.82%

.85%

.83%

.82%

Expenses net of voluntary waivers, if any

.81%A

.83%

.82%

.85%

.83%

.82%

Expenses net of all reductions

.81%A

.83%

.82%

.85%

.83%

.82%

Net investment income

7.38%A

8.53%

10.62%

10.28%F,G

9.67%

9.98%

Supplemental Data

Net assets, end of period (in millions)

$ 337

$ 245

$ 218

$ 82

$ 87

$ 89

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.067 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 11.18% to 10.28%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to prior period premium and discount on debt securities, defaulted bonds, market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 206,488

Unrealized depreciation

(198,560)

Net unrealized appreciation (depreciation)

$ 7,928

Cost for federal income tax purposes

$ 2,254,891

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements.

Semiannual Report

2. Operating Policies - continued

Repurchase Agreements - continued

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

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $754,022 and $918,246, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 258

$ 4

Class T

0%

.25%

1,458

34

Class B

.65%

.25%

2,148

1,559

Class C

.75%

.25%

1,020

147

$ 4,884

$ 1,744

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

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

Retained
by FDC

Class A

$ 86

Class T

30

Class B*

349

Class C*

12

$ 477

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

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Amount

% of
Average
Net Assets

Class A

$ 359

.21*

Class T

1,035

.18*

Class B

515

.22*

Class C

189

.19*

Institutional Class

260

.17*

$ 2,358

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,309 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $5 for the period.

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in the Fidelity Securities Lending Cash Central Fund. At period end there were no security loans outstanding.

7. Expense Reductions.

Effective February 1, 2005, FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.00%

$ 39

Class T

1.10%

35

Class B

1.75%

78

Class C

1.85%

20

Institutional Class

.85%

12

$ 184

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $30 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3.

8. Other.

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

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 18,856

$ 30,734

Class T

66,007

136,033

Class B

25,433

54,627

Class C

10,629

20,214

Institutional Class

17,806

25,014

Total

$ 138,731

$ 266,622

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

11,631

17,127

$ 115,180

$ 163,413

Reinvestment of distributions

1,288

2,081

12,747

19,732

Shares redeemed

(6,327)

(20,751)

(62,402)

(198,106)

Net increase (decrease)

6,592

(1,543)

$ 65,525

$ (14,961)

Class T

Shares sold

13,609

43,813

$ 134,962

$ 419,220

Reinvestment of distributions

5,411

11,672

53,762

111,002

Shares redeemed

(38,939)

(73,525)

(387,526)

(700,583)

Net increase (decrease)

(19,919)

(18,040)

$ (198,802)

$ (170,361)

Class B

Shares sold

2,669

6,442

$ 26,232

$ 61,059

Reinvestment of distributions

1,666

3,745

16,442

35,389

Shares redeemed

(13,848)

(23,039)

(136,226)

(217,709)

Net increase (decrease)

(9,513)

(12,852)

$ (93,552)

$ (121,261)

Class C

Shares sold

3,254

7,575

$ 32,114

$ 72,205

Reinvestment of distributions

680

1,378

6,732

13,063

Shares redeemed

(4,511)

(11,991)

(44,443)

(113,628)

Net increase (decrease)

(577)

(3,038)

$ (5,597)

$ (28,360)

Institutional Class

Shares sold

19,493

26,548

$ 187,858

$ 245,066

Reinvestment of distributions

1,643

2,328

15,732

21,429

Shares redeemed

(10,557)

(26,261)

(101,337)

(240,674)

Net increase (decrease)

10,579

2,615

$ 102,253

$ 25,821

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

HY-USAN-0605
1.784886.102

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

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

High Income Advantage

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Semiannual Report

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,036.20

$ 5.00

Hypothetical A

$ 1,000.00

$ 1,019.89

$ 4.96

Class T

Actual

$ 1,000.00

$ 1,035.60

$ 5.40

Hypothetical A

$ 1,000.00

$ 1,019.49

$ 5.36

Class B

Actual

$ 1,000.00

$ 1,032.50

$ 8.77

Hypothetical A

$ 1,000.00

$ 1,016.17

$ 8.70

Class C

Actual

$ 1,000.00

$ 1,032.00

$ 9.22

Hypothetical A

$ 1,000.00

$ 1,015.72

$ 9.15

Institutional Class

Actual

$ 1,000.00

$ 1,037.10

$ 4.09

Hypothetical A

$ 1,000.00

$ 1,020.78

$ 4.06

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.99%

Class T

1.07%

Class B

1.74%

Class C

1.83%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

4.7

3.2

Revlon, Inc.

4.6

3.6

Qwest Services Corp.

3.8

4.8

Levi Strauss & Co.

3.1

3.3

Tenet Healthcare Corp.

3.1

1.6

19.3

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

15.2

17.2

Energy

9.7

10.4

Cable TV

8.0

7.2

Healthcare

7.6

4.9

Consumer Products

5.1

4.4

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

AAA, AA, A 0.0%

AAA, AA, A 0.0%

BBB 1.0%

BBB 0.1%

BB 8.4%

BB 7.3%

B 26.2%

B 23.8%

CCC, CC, C 38.1%

CCC, CC, C 40.9%

Not Rated 4.1%

Not Rated 5.7%

Equities 17.2%

Equities 16.2%

Short-Term
Investments and
Net Other Assets 5.0%

Short-Term
Investments and
Net Other Assets 6.0%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Nonconvertible
Bonds 73.0%

Nonconvertible
Bonds 73.5%

Convertible Bonds, Preferred Stocks 2.1%

Convertible Bonds, Preferred Stocks 1.0%

Common Stocks 15.9%

Common Stocks 15.6%

Floating Rate Loans 4.0%

Floating Rate Loans 3.9%

Short-Term
Investments and
Net Other Assets 5.0%

Short-Term
Investments and
Net Other Assets 6.0%

* Foreign
investments

6.5%

** Foreign
investments

6.5%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 73.8%

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - 0.8%

Cable TV - 0.6%

Charter Communications, Inc. 5.875% 11/16/09 (f)

$ 22,580

$ 14,140

Electric Utilities - 0.2%

Mirant Corp. 5.75% 7/15/07 (c)

5,000

3,750

TOTAL CONVERTIBLE BONDS

17,890

Nonconvertible Bonds - 73.0%

Air Transportation - 4.6%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

13,320

12,388

6.977% 11/23/22

784

717

7.377% 5/23/19

15,421

10,024

7.379% 5/23/16

8,499

5,439

7.8% 4/1/08

9,740

8,717

10.18% 1/2/13

5,055

3,437

Delta Air Lines, Inc.:

7.9% 12/15/09

18,065

5,781

8% 12/15/07 (f)

7,900

2,726

8.3% 12/15/29

92,390

23,328

9.5% 11/18/08 (f)

2,065

1,673

10% 8/15/08

37,520

12,757

Delta Air Lines, Inc. pass thru trust certificates:

7.299% 9/18/06

75

40

7.779% 11/18/05

95

69

7.779% 1/2/12

1,903

761

Northwest Airlines Corp. 10% 2/1/09

5,000

2,550

Northwest Airlines, Inc.:

7.875% 3/15/08

9,675

4,741

9.875% 3/15/07

800

504

10.5% 4/1/09

13,548

10,161

Northwest Airlines, Inc. pass thru trust certificates 9.179% 10/1/11

1,753

1,122

106,935

Automotive - 1.9%

Accuride Corp. 8.5% 2/1/15 (f)

4,780

4,445

Altra Industrial Motion, Inc. 9% 12/1/11 (f)

2,460

2,386

American Tire Distributors, Inc. 10.75% 4/1/13 (f)

9,010

8,650

Delco Remy International, Inc. 9.375% 4/15/12

2,940

2,440

General Motors Acceptance Corp. 6.75% 12/1/14

8,730

7,313

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Automotive - continued

General Motors Corp. 8.375% 7/15/33

$ 20,570

$ 15,657

Tenneco Automotive, Inc. 8.625% 11/15/14 (f)

2,870

2,626

43,517

Building Materials - 0.5%

Goodman Global Holdings, Inc. 7.875% 12/15/12 (f)

11,265

9,801

Owens Corning 7% 3/15/09 (c)

600

456

10,257

Cable TV - 5.6%

Cablevision Systems Corp. 8% 4/15/12 (f)

20,000

19,825

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

8.625% 4/1/09

21,564

15,634

9.625% 11/15/09

26,970

19,823

9.92% 4/1/11

32,570

23,125

10% 4/1/09

25,840

19,380

10% 5/15/11

8,700

6,177

10.25% 1/15/10

14,290

10,575

10.75% 10/1/09

17,570

13,441

11.125% 1/15/11

2,200

1,606

129,586

Capital Goods - 1.1%

Dresser-Rand Group, Inc. 7.375% 11/1/14 (f)

3,450

3,364

Hawk Corp. 8.75% 11/1/14

2,770

2,839

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

7,590

7,514

Park-Ohio Industries, Inc. 8.375% 11/15/14 (f)

5,120

4,365

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

1,800

1,692

Thermadyne Holdings Corp. 9.25% 2/1/14

5,710

5,282

25,056

Chemicals - 4.5%

BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14

10,830

11,886

Borden US Finance Corp./Nova Scotia Finance ULC 7.8906% 7/15/10 (f)(g)

4,990

4,840

Crompton Corp. 9.875% 8/1/12

4,290

4,912

Crystal US Holding 3LLC/Crystal US Sub 3Corp. Series B, 0% 10/1/14 (d)(f)

6,080

3,952

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

5,920

6,542

Hercules, Inc.:

6.5% 6/30/29

6,070

4,735

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Chemicals - continued

Hercules, Inc.: - continued

6.5% 6/30/29 unit

$ 5,500

$ 4,555

Huntsman ICI Chemicals LLC 10.125% 7/1/09

5,587

5,810

Huntsman LLC 11.625% 10/15/10

5,972

6,808

Phibro Animal Health Corp.:

Series AO, 13% 12/1/07 unit

604

646

13% 12/1/07 unit

2,800

2,996

Resolution Performance Products LLC/RPP Capital Corp. 13.5% 11/15/10

28,415

30,830

Rhodia SA 8.875% 6/1/11

15,210

14,450

Rockwood Specialties Group, Inc. 7.5% 11/15/14 (f)

950

931

103,893

Consumer Products - 0.5%

Revlon Consumer Products Corp. 9.5% 4/1/11 (f)

12,120

11,453

Containers - 1.7%

AEP Industries, Inc. 7.875% 3/15/13 (f)

1,360

1,343

Graham Packaging Co. LP/ GPC Capital Corp. 9.875% 10/15/14 (f)

7,980

7,421

Huntsman Packaging Corp. 13% 6/1/10

6,910

5,528

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14 (f)

4,410

4,278

8.25% 5/15/13

8,535

9,090

Owens-Illinois, Inc. 7.5% 5/15/10

3,490

3,595

Pliant Corp. 13% 6/1/10

2,000

1,520

Vitro SA de CV 11.75% 11/1/13 (f)

6,640

5,876

38,651

Diversified Financial Services - 0.2%

Metris Companies, Inc. 10.125% 7/15/06

1,315

1,335

Triad Acquisition Corp. 11.125% 5/1/13 (f)

4,170

4,149

5,484

Electric Utilities - 3.3%

AES Corp. 7.75% 3/1/14

19,991

20,366

Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (f)

19,380

20,349

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

2,900

2,915

Electricidad de Caracas Finance BV 10.25% 10/15/14 (f)

3,000

3,075

Mirant Americas Generation LLC:

8.5% 10/1/21 (c)

13,295

13,760

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Electric Utilities - continued

Mirant Americas Generation LLC: - continued

9.125% 5/1/31 (c)

$ 11,965

$ 12,653

Southern Energy, Inc. New York 7.9% 7/15/09 (c)(f)

5,000

3,875

76,993

Energy - 8.6%

Aventine Renewable Energy Holdings, Inc. 9.01% 12/15/11 (f)(g)

6,130

5,578

El Paso Corp.:

7% 5/15/11

38,000

35,578

7.875% 6/15/12

12,620

12,257

El Paso Energy Corp.:

6.75% 5/15/09

17,010

16,181

7.375% 12/15/12

22,275

20,939

El Paso Production Holding Co. 7.75% 6/1/13

6,500

6,533

Hanover Compressor Co.:

0% 3/31/07

22,830

19,634

9% 6/1/14

1,700

1,768

Petroleum Geo-Services ASA 10% 11/5/10

8,060

8,866

The Coastal Corp.:

6.5% 6/1/08

14,245

13,640

7.75% 6/15/10

42,465

41,297

7.75% 10/15/35

1,970

1,783

Venoco, Inc. 8.75% 12/15/11 (f)

3,670

3,679

Williams Companies, Inc. 7.5% 1/15/31

10,225

10,557

198,290

Entertainment/Film - 0.0%

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

11,100

333

Environmental - 1.4%

Allied Waste North America, Inc.:

7.25% 3/15/15 (f)

27,340

24,879

7.375% 4/15/14

6,630

5,801

IMCO Recycling Escrow, Inc. 9% 11/15/14 (f)

1,070

1,102

31,782

Food and Drug Retail - 4.4%

Ahold Finance USA, Inc.:

6.875% 5/1/29

21,921

20,825

8.25% 7/15/10

39,237

42,670

AmeriQual Group LLC/AmeriQual Finance Corp. 9% 4/1/12 (f)

6,000

5,955

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Food and Drug Retail - continued

Nutritional Sourcing Corp. 10.125% 8/1/09

$ 21,526

$ 15,929

Rite Aid Corp. 12.5% 9/15/06

8,905

9,617

The Great Atlantic & Pacific Tea Co. 9.125% 12/15/11

6,270

6,207

101,203

Food/Beverage/Tobacco - 0.6%

Doane Pet Care Co.:

9.75% 5/15/07

3,730

3,693

10.75% 3/1/10

6,605

7,067

Pierre Foods, Inc. 9.875% 7/15/12

2,240

2,274

13,034

Gaming - 0.4%

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

0% 1/15/13 (d)(f)

2,990

1,914

9% 1/15/12 (f)

1,760

1,822

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (f)

6,680

6,212

9,948

Healthcare - 5.2%

AmeriPath, Inc. 10.5% 4/1/13

5,975

5,975

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (f)

4,260

4,388

Athena Neurosciences Finance LLC 7.25% 2/21/08

5,520

4,858

DaVita, Inc. 7.25% 3/15/15 (f)

14,070

13,789

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

10,770

11,012

Spheris, Inc. 11% 12/15/12 (f)

3,870

3,831

Tenet Healthcare Corp.:

6.375% 12/1/11

11,625

10,840

6.5% 6/1/12

20,240

18,671

7.375% 2/1/13

25,500

23,970

9.25% 2/1/15 (f)

11,960

11,960

9.875% 7/1/14

6,675

6,909

U.S. Oncology, Inc. 10.75% 8/15/14

3,485

3,677

119,880

Homebuilding/Real Estate - 0.7%

Champion Enterprises, Inc. 7.625% 5/15/09

5,570

5,264

Champion Home Builders Co. 11.25% 4/15/07

9,905

10,301

Integrated Electrical Services, Inc. 9.375% 2/1/09

1,820

1,456

17,021

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Insurance - 1.9%

Provident Companies, Inc.:

7% 7/15/18

$ 3,650

$ 3,632

7.25% 3/15/28

17,830

17,537

UnumProvident Corp.:

6.75% 12/15/28

11,350

10,499

7.19% 2/1/28

3,250

2,974

7.375% 6/15/32

9,190

9,089

43,731

Leisure - 2.4%

Equinox Holdings Ltd. 9% 12/15/09

1,000

1,030

Six Flags, Inc.:

8.875% 2/1/10

1,330

1,184

9.625% 6/1/14

29,670

25,220

9.75% 4/15/13

32,855

28,255

55,689

Paper - 0.2%

Cellu Tissue Holdings, Inc. 9.75% 3/15/10

3,680

3,772

Publishing/Printing - 0.5%

CBD Media Holdings LLC/CBD Holdings Finance, Inc. 9.25% 7/15/12

6,140

5,833

Vertis, Inc.:

10.875% 6/15/09

5,300

4,717

13.5% 12/7/09 (f)

2,755

1,736

12,286

Railroad - 0.6%

TFM SA de CV:

9.375% 5/1/12 (f)

6,565

6,581

12.5% 6/15/12

6,680

7,699

14,280

Restaurants - 0.4%

Friendly Ice Cream Corp. 8.375% 6/15/12

5,220

4,855

Uno Restaurant Corp. 10% 2/15/11 (f)

4,780

4,661

9,516

Services - 0.8%

Cornell Companies, Inc. 10.75% 7/1/12

4,100

4,203

Hydrochem Industrial Services, Inc. 9.25% 2/15/13 (f)

5,150

4,841

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Services - continued

Integrated Electrical Services, Inc. 9.375% 2/1/09

$ 5,566

$ 4,453

Language Line, Inc. 11.125% 6/15/12

4,610

4,817

18,314

Shipping - 1.1%

American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15 (f)

1,800

1,827

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

23,930

22,973

24,800

Steels - 0.3%

Edgen Acquisition Corp. 9.875% 2/1/11 (f)

5,980

5,831

Super Retail - 1.8%

Brown Shoe Co., Inc. 8.75% 5/1/12 (f)

4,770

4,770

Dillard's, Inc.:

6.625% 11/15/08

1,230

1,250

6.625% 1/15/18

3,700

3,446

7% 12/1/28

9,583

8,685

7.13% 8/1/18

7,200

6,903

7.75% 7/15/26

1,450

1,404

7.75% 5/15/27

3,680

3,574

7.875% 1/1/23

1,940

1,928

NBC Acquisition Corp. 0% 3/15/13 (d)

12,830

9,173

41,133

Technology - 2.1%

Celestica, Inc. 7.875% 7/1/11

4,920

4,889

Danka Business Systems PLC 11% 6/15/10

7,240

6,552

Freescale Semiconductor, Inc. 7.125% 7/15/14

4,460

4,661

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

6.26% 12/15/11 (f)(g)

1,660

1,536

8% 12/15/14 (f)

1,290

1,109

Semiconductor Note Participation Trust 0% 8/4/11 (f)

6,625

9,540

Viasystems, Inc. 10.5% 1/15/11

12,680

12,300

Xerox Corp. 7.2% 4/1/16

6,660

7,060

47,647

Telecommunications - 12.6%

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

5,000

5,450

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Telecommunications - continued

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

$ 6,680

$ 6,764

Cincinnati Bell, Inc. 8.375% 1/15/14

3,095

2,925

Eschelon Operating Co. 8.375% 3/15/10

3,880

3,337

Intelsat Ltd. 6.5% 11/1/13

6,070

4,765

New Skies Satellites BV 9.125% 11/1/12 (f)

1,450

1,450

Nextel Partners, Inc.:

8.125% 7/1/11

23,705

25,364

12.5% 11/15/09

7,583

8,341

Primus Telecommunications Group, Inc.:

8% 1/15/14

6,160

3,619

12.75% 10/15/09

1,840

1,306

Qwest Capital Funding, Inc.:

7% 8/3/09

22,120

19,908

7.25% 2/15/11

4,000

3,600

7.625% 8/3/21

3,210

2,600

7.75% 2/15/31

29,425

23,393

Qwest Services Corp. 14% 12/15/10 (f)(g)

77,830

87,559

Rogers Communications, Inc.:

6.375% 3/1/14

12,190

11,611

7.5% 3/15/15

7,260

7,423

8% 12/15/12

3,130

3,193

SBA Communication Corp./SBA Telcommunications, Inc. 0% 12/15/11 (d)

7,440

6,510

Time Warner Telecom Holdings, Inc. 9.25% 2/15/14 (f)

6,070

5,584

Time Warner Telecom LLC/Time Warner Telecom, Inc. 9.75% 7/15/08

11,987

11,777

Time Warner Telecom, Inc. 10.125% 2/1/11

29,605

27,533

U.S. West Capital Funding, Inc. 6.375% 7/15/08

5,000

4,575

U.S. West Communications 6.875% 9/15/33

15,000

12,338

290,925

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

Textiles & Apparel - 3.1%

Levi Strauss & Co.:

9.75% 1/15/15 (f)

$ 17,200

$ 16,340

12.25% 12/15/12

52,945

56,122

72,462

TOTAL NONCONVERTIBLE BONDS

1,683,702

TOTAL CORPORATE BONDS

(Cost $1,750,754)

1,701,592

Common Stocks - 15.9%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)

15,929

0

Cable TV - 1.8%

NTL, Inc. Class A warrants 1/13/11 (a)

3

0

Pegasus Communications Corp. warrants 1/1/07 (a)

6,509

0

Telewest Global, Inc. (a)

2,211,603

41,003

Chemicals - 0.1%

Huntsman Corp.

96,480

1,827

Consumer Products - 4.6%

Revlon, Inc. Class A (sub. vtg.)(a)(e)

35,886,484

105,499

Containers - 1.4%

Owens-Illinois, Inc. (a)

1,280,800

31,405

Trivest 1992 Special Fund Ltd. (a)(h)

3,037,732

30

31,435

Electric Utilities - 1.1%

AES Corp. (a)

1,592,509

25,608

Energy - 0.7%

Chesapeake Energy Corp.

800,000

15,392

Food and Drug Retail - 0.6%

Pathmark Stores, Inc. (a)(e)

1,818,878

14,042

Pathmark Stores, Inc. warrants 9/19/10 (a)

747,828

232

14,274

Healthcare - 2.4%

DaVita, Inc. (a)

1,352,946

54,524

Hotels - 0.2%

Wyndham International, Inc. Class A (a)

4,189,700

4,190

Common Stocks - continued

Shares

Value (Note 1) (000s)

Metals/Mining - 0.9%

Haynes International, Inc. (a)(f)

1,140,617

$ 21,387

Shipping - 1.4%

Teekay Shipping Corp.

793,800

33,292

Technology - 0.6%

STATS ChipPAC Ltd. sponsored ADR (a)

261,000

1,582

Viasystems Group, Inc. (a)(h)

1,026,780

12,321

13,903

Telecommunications - 0.1%

Choice One Communications, Inc. (a)(h)

571,711

2,630

Covad Communications Group, Inc. (a)

1,948

2

Crown Castle International Corp. (a)

21,274

343

2,975

Textiles & Apparel - 0.0%

Arena Brands Holding Corp. Class B (h)

42,253

437

Pillowtex Corp. (a)

490,256

0

437

TOTAL COMMON STOCKS

(Cost $301,975)

365,746

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 1.1%

Energy - 0.4%

El Paso Corp. 4.99% (f)

10,000

9,460

Leisure - 0.2%

Six Flags, Inc. 7.25% PIERS

200,000

3,780

Paper - 0.5%

Temple-Inland, Inc. 7.50% DECS

232,000

12,496

TOTAL CONVERTIBLE PREFERRED STOCKS

25,736

Nonconvertible Preferred Stocks - 0.2%

Broadcasting - 0.2%

Spanish Broadcasting System, Inc. Class B, 10.75%

3,574

3,842

TOTAL PREFERRED STOCKS

(Cost $29,527)

29,578

Floating Rate Loans - 4.0%

Principal Amount (000s)

Value (Note 1) (000s)

Homebuilding/Real Estate - 0.3%

General Growth Properties, Inc. Tranche A, term loan 5.11% 11/12/07 (g)

$ 6,074

$ 6,104

Hotels - 1.2%

Wyndham International, Inc. term loan:

7.6875% 6/30/06 (g)

21,457

21,457

8.6875% 4/1/06 (g)

6,657

6,657

28,114

Metals/Mining - 0.0%

Trout Coal Holdings LLC / Dakota Tranche 2, term loan 9.75% 3/23/12 (g)

550

553

Telecommunications - 2.5%

Choice One Communications, Inc. Tranche C, term loan 8.0925% 11/30/10 (g)

5,255

4,834

Level 3 Communications, Inc. term loan 9.92% 12/2/11 (g)

15,345

15,959

McLeodUSA, Inc.:

revolver loan 7.0967% 5/31/07 (c)(g)

9,402

3,150

Tranche A, term loan 8.4296% 5/31/07 (c)(g)

8,808

2,951

Tranche B, term loan 9.1% 5/30/08 (c)(g)

92,732

31,065

57,959

TOTAL FLOATING RATE LOANS

(Cost $127,624)

92,730

Money Market Funds - 3.0%

Shares

Fidelity Cash Central Fund, 2.84% (b)
(Cost $68,402)

68,401,870

68,402

Cash Equivalents - 0.2%

Maturity Amount (000s)

Value (Note 1) (000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.86%, dated 4/29/05 due 5/2/05)
(Cost $4,771)

4,772

$ 4,771

TOTAL INVESTMENT PORTFOLIO - 98.2%

(Cost $2,283,053)

2,262,819

NET OTHER ASSETS - 1.8%

41,961

NET ASSETS - 100%

$ 2,304,780

Security Type Abbreviations

DECS

-

Dividend Enhanced
Convertible Stock/Debt Exchangeable for Common
Stock

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $425,293,000 or 18.5% of net assets.

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

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $15,419,000 or 0.7% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97 - 7/13/98

$ 1,538

Choice One Communications, Inc.

11/18/04

$ 2,390

Trivest 1992 Special Fund Ltd.

7/30/92

$ -

Viasystems Group, Inc.

2/13/04

$ 20,664

Other Information

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Pathmark Stores, Inc.

$ 8,701

$ -

$ 1,239

$ -

$ 14,042

Revlon, Inc. Class A (sub. vtg.)

89,856

-

3,337

-

105,499

Total

$ 98,557

$ -

$ 4,576

$ -

$ 119,541

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $1,144,060,000 of which $176,501,000, $488,641,000 and $478,918,000 will expire on October 31, 2008, 2009 and 2010, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $4,771) (cost $ 2,283,053) - See accompanying schedule

$ 2,262,819

Cash

1,162

Receivable for investments sold

13,367

Receivable for fund shares sold

3,017

Dividends receivable

192

Interest receivable

48,530

Prepaid expenses

7

Receivable from investment adviser for expense reductions

71

Other affiliated receivables

15

Other receivables

29

Total assets

2,329,209

Liabilities

Payable for investments purchased

$ 9,284

Payable for fund shares redeemed

9,775

Distributions payable

2,701

Accrued management fee

1,131

Distribution fees payable

736

Other affiliated payables

526

Other payables and accrued expenses

276

Total liabilities

24,429

Net Assets

$ 2,304,780

Net Assets consist of:

Paid in capital

$ 3,288,579

Undistributed net investment income

24,317

Accumulated undistributed net realized gain (loss) on investments

(987,884)

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

(20,232)

Net Assets

$ 2,304,780

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($353,519 ÷ 37,403 shares)

$ 9.45

Maximum offering price per share (100/95.25 of $9.45)

$ 9.92

Class T:
Net Asset Value
and redemption price per share ($1,031,751 ÷ 108,832 shares)

$ 9.48

Maximum offering price per share (100/96.50 of $9.48)

$ 9.82

Class B:
Net Asset Value
and offering price per share
($398,945 ÷ 42,373 shares)A

$ 9.42

Class C:
Net Asset Value
and offering price per share
($183,781 ÷ 19,462 shares)A

$ 9.44

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($336,784 ÷ 36,822 shares)

$ 9.15

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.

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005 (Unaudited)

Investment Income

Dividends

$ 955

Interest

100,692

Security lending

14

Total income

101,661

Expenses

Management fee

$ 7,184

Transfer agent fees

2,358

Distribution fees

4,884

Accounting and security lending fees

444

Independent trustees' compensation

6

Appreciation in deferred trustee compensation account

5

Custodian fees and expenses

31

Registration fees

74

Audit

39

Legal

34

Miscellaneous

251

Total expenses before reductions

15,310

Expense reductions

(217)

15,093

Net investment income

86,568

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (Including realized gain (loss) of $(313) from affiliated issuers)

165,812

Change in net unrealized appreciation (depreciation) on:

Investment securities

(157,900)

Assets and liabilities in foreign currencies

2

Total change in net unrealized appreciation (depreciation)

(157,898)

Net gain (loss)

7,914

Net increase (decrease) in net assets resulting from operations

$ 94,482

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 86,568

$ 209,628

Net realized gain (loss)

165,812

147,875

Change in net unrealized appreciation (depreciation)

(157,898)

(59,028)

Net increase (decrease) in net assets resulting
from operations

94,482

298,475

Distributions to shareholders from net investment income

(138,731)

(266,622)

Share transactions - net increase (decrease)

(130,173)

(309,122)

Redemption fees

248

623

Total increase (decrease) in net assets

(174,174)

(276,646)

Net Assets

Beginning of period

2,478,954

2,755,600

End of period (including undistributed net investment income of $24,317 and undistributed net investment income of $76,480, respectively)

$ 2,304,780

$ 2,478,954

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.64

$ 9.50

$ 6.40

$ 8.17

$ 9.64

$ 11.12

Income from Investment Operations

Net investment incomeE

.353

.797

.873

.767G,H

.869

1.059

Net realized and unrealized gain (loss)

.010

.307

2.875

(1.866)G,H

(1.558)

(1.634)

Total from investment operations

.363

1.104

3.748

(1.099)

(.689)

(.575)

Distributions from net investment income

(.554)

(.966)

(.648)

(.671)

(.781)

(.905)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.45

$ 9.64

$ 9.50

$ 6.40

$ 8.17

$ 9.64

Total ReturnB,C,D

3.62%

12.23%

60.58%

(14.39)%

(7.64)%

(5.66)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.01%A

.98%

.99%

1.02%

.97%

.94%

Expenses net of voluntary waivers, if any

.99%A

.98%

.99%

1.02%

.97%

.94%

Expenses net of all reductions

.99%A

.98%

.99%

1.01%

.97%

.94%

Net investment income

7.20%A

8.38%

10.45%

10.12%G,H

9.53%

9.86%

Supplemental Data

Net assets, end of period (in millions)

$ 354

$ 297

$ 307

$ 157

$ 189

$ 209

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 11.01% to 10.12%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.67

$ 9.52

$ 6.42

$ 8.18

$ 9.66

$ 11.14

Income from Investment Operations

Net investment incomeE

.351

.793

.859

.766G,H

.865

1.055

Net realized and unrealized gain (loss)

.008

.315

2.883

(1.860)G,H

(1.572)

(1.640)

Total from investment operations

.359

1.108

3.742

(1.094)

(.707)

(.585)

Distributions from net investment income

(.550)

(.960)

(.642)

(.666)

(.773)

(.895)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.48

$ 9.67

$ 9.52

$ 6.42

$ 8.18

$ 9.66

Total ReturnB,C,D

3.56%

12.24%

60.26%

(14.30)%

(7.81)%

(5.73)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.08%A

1.06%

1.06%

1.08%

1.06%

1.03%

Expenses net of voluntary waivers, if any

1.07%A

1.06%

1.06%

1.08%

1.06%

1.03%

Expenses net of all reductions

1.07%A

1.06%

1.06%

1.08%

1.05%

1.03%

Net investment income

7.12%A

8.30%

10.38%

10.05%G,H

9.45%

9.76%

Supplemental Data

Net assets, end of period (in millions)

$ 1,032

$ 1,245

$ 1,398

$ 1,070

$ 1,473

$ 1,777

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.95% to 10.05%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.47

$ 6.38

$ 8.15

$ 9.61

$ 11.09

Income from Investment Operations

Net investment incomeE

.316

.723

.802

.712G,H

.801

.978

Net realized and unrealized gain (loss)

.010

.310

2.873

(1.868)G,H

(1.549)

(1.634)

Total from investment operations

.326

1.033

3.675

(1.156)

(.748)

(.656)

Distributions from net investment income

(.517)

(.895)

(.585)

(.614)

(.712)

(.824)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.42

$ 9.61

$ 9.47

$ 6.38

$ 8.15

$ 9.61

Total ReturnB,C,D

3.25%

11.44%

59.42%

(15.07)%

(8.25)%

(6.39)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.77%A

1.74%

1.75%

1.78%

1.73%

1.70%

Expenses net of voluntary waivers, if any

1.74%A

1.74%

1.75%

1.78%

1.73%

1.70%

Expenses net of all reductions

1.74%A

1.74%

1.75%

1.77%

1.72%

1.70%

Net investment income

6.45%A

7.62%

9.69%

9.36%G,H

8.78%

9.10%

Supplemental Data

Net assets, end of period (in millions)

$ 399

$ 498

$ 613

$ 426

$ 704

$ 956

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.25% to 9.36%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.63

$ 9.49

$ 6.40

$ 8.16

$ 9.63

$ 11.11

Income from Investment Operations

Net investment incomeE

.313

.718

.801

.708G,H

.796

.969

Net realized and unrealized gain (loss)

.009

.309

2.868

(1.859)G,H

(1.560)

(1.634)

Total from investment operations

.322

1.027

3.669

(1.151)

(.764)

(.665)

Distributions from net investment income

(.513)

(.889)

(.579)

(.609)

(.706)

(.815)

Redemption fees added to paid in capitalE

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.44

$ 9.63

$ 9.49

$ 6.40

$ 8.16

$ 9.63

Total ReturnB,C,D

3.20%

11.33%

59.11%

(14.98)%

(8.41)%

(6.45)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.85%A

1.81%

1.82%

1.84%

1.80%

1.78%

Expenses net of voluntary waivers, if any

1.83%A

1.81%

1.82%

1.84%

1.80%

1.78%

Expenses net of all reductions

1.82%A

1.81%

1.82%

1.84%

1.79%

1.78%

Net investment income

6.37%A

7.55%

9.62%

9.29%G,H

8.71%

9.02%

Supplemental Data

Net assets, end of period (in millions)

$ 184

$ 193

$ 219

$ 132

$ 197

$ 247

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.068 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 10.19% to 9.29%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.35

$ 9.24

$ 6.24

$ 7.97

$ 9.43

$ 10.90

Income from Investment Operations

Net investment incomeD

.350

.786

.867

.759F,G

.862

1.055

Net realized and unrealized gain (loss)

.011

.305

2.796

(1.805)F,G

(1.528)

(1.606)

Total from investment operations

.361

1.091

3.663

(1.046)

(.666)

(.551)

Distributions from net investment income

(.562)

(.983)

(.663)

(.684)

(.794)

(.919)

Redemption fees added to paid in capitalD

.001

.002

-

-

-

-

Net asset value, end of period

$ 9.15

$ 9.35

$ 9.24

$ 6.24

$ 7.97

$ 9.43

Total ReturnB,C

3.71%

12.46%

60.82%

(14.09)%

(7.58)%

(5.56)%

Ratios to Average Net AssetsE

Expenses before expense reductions

.82%A

.83%

.82%

.85%

.83%

.82%

Expenses net of voluntary waivers, if any

.81%A

.83%

.82%

.85%

.83%

.82%

Expenses net of all reductions

.81%A

.83%

.82%

.85%

.83%

.82%

Net investment income

7.38%A

8.53%

10.62%

10.28%F,G

9.67%

9.98%

Supplemental Data

Net assets, end of period (in millions)

$ 337

$ 245

$ 218

$ 82

$ 87

$ 89

Portfolio turnover rate

65%A

67%

111%

85%

68%

63%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended October 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income of $0.067 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income to average net assets decreased from 11.18% to 10.28%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to prior period premium and discount on debt securities, defaulted bonds, market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 206,488

Unrealized depreciation

(198,560)

Net unrealized appreciation (depreciation)

$ 7,928

Cost for federal income tax purposes

$ 2,254,891

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements.

Semiannual Report

2. Operating Policies - continued

Repurchase Agreements - continued

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

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $754,022 and $918,246, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 258

$ 4

Class T

0%

.25%

1,458

34

Class B

.65%

.25%

2,148

1,559

Class C

.75%

.25%

1,020

147

$ 4,884

$ 1,744

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

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

Retained
by FDC

Class A

$ 86

Class T

30

Class B*

349

Class C*

12

$ 477

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

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Amount

% of
Average
Net Assets

Class A

$ 359

.21*

Class T

1,035

.18*

Class B

515

.22*

Class C

189

.19*

Institutional Class

260

.17*

$ 2,358

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,309 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $5 for the period.

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in the Fidelity Securities Lending Cash Central Fund. At period end there were no security loans outstanding.

7. Expense Reductions.

Effective February 1, 2005, FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.00%

$ 39

Class T

1.10%

35

Class B

1.75%

78

Class C

1.85%

20

Institutional Class

.85%

12

$ 184

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $30 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3.

8. Other.

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

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 18,856

$ 30,734

Class T

66,007

136,033

Class B

25,433

54,627

Class C

10,629

20,214

Institutional Class

17,806

25,014

Total

$ 138,731

$ 266,622

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

11,631

17,127

$ 115,180

$ 163,413

Reinvestment of distributions

1,288

2,081

12,747

19,732

Shares redeemed

(6,327)

(20,751)

(62,402)

(198,106)

Net increase (decrease)

6,592

(1,543)

$ 65,525

$ (14,961)

Class T

Shares sold

13,609

43,813

$ 134,962

$ 419,220

Reinvestment of distributions

5,411

11,672

53,762

111,002

Shares redeemed

(38,939)

(73,525)

(387,526)

(700,583)

Net increase (decrease)

(19,919)

(18,040)

$ (198,802)

$ (170,361)

Class B

Shares sold

2,669

6,442

$ 26,232

$ 61,059

Reinvestment of distributions

1,666

3,745

16,442

35,389

Shares redeemed

(13,848)

(23,039)

(136,226)

(217,709)

Net increase (decrease)

(9,513)

(12,852)

$ (93,552)

$ (121,261)

Class C

Shares sold

3,254

7,575

$ 32,114

$ 72,205

Reinvestment of distributions

680

1,378

6,732

13,063

Shares redeemed

(4,511)

(11,991)

(44,443)

(113,628)

Net increase (decrease)

(577)

(3,038)

$ (5,597)

$ (28,360)

Institutional Class

Shares sold

19,493

26,548

$ 187,858

$ 245,066

Reinvestment of distributions

1,643

2,328

15,732

21,429

Shares redeemed

(10,557)

(26,261)

(101,337)

(240,674)

Net increase (decrease)

10,579

2,615

$ 102,253

$ 25,821

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

HYI-USAN-0605
1.784887.102

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

Fidelity® Advisor

High Income

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

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Semiannual Report

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 993.30

$ 4.94

Hypothetical A

$ 1,000.00

$ 1,019.84

$ 5.01

Class T

Actual

$ 1,000.00

$ 993.90

$ 5.44

Hypothetical A

$ 1,000.00

$ 1,019.34

$ 5.51

Class B

Actual

$ 1,000.00

$ 990.70

$ 8.64

Hypothetical A

$ 1,000.00

$ 1,016.12

$ 8.75

Class C

Actual

$ 1,000.00

$ 990.20

$ 9.13

Hypothetical A

$ 1,000.00

$ 1,015.62

$ 9.25

Institutional Class

Actual

$ 1,000.00

$ 994.10

$ 4.20

Hypothetical A

$ 1,000.00

$ 1,020.58

$ 4.26

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.00%

Class T

1.10%

Class B

1.75%

Class C

1.85%

Institutional Class

.85%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

AES Corp.

1.8

2.4

Xerox Corp.

1.7

1.6

The Coastal Corp.

1.7

1.1

EchoStar DBS Corp.

1.5

1.1

MGM MIRAGE

1.3

1.4

8.0

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

9.8

7.8

Energy

7.2

6.0

Electric Utilities

6.6

7.9

Technology

6.0

5.4

Healthcare

5.9

6.5

Quality Diversification (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 * *

AAA, AA, A 0.0%

AAA, AA, A 0.0%

BBB 0.0%

BBB 0.7%

BB 34.2%

BB 37.4%

B 41.7%

B 47.8%

CCC, CC, C 12.2%

CCC, CC, C 7.9%

Not Rated 2.5%

Not Rated 2.3%

Equities 0.1%

Equities 0.1%

Short-Term
Investments and
Net Other Assets 9.3%

Short-Term
Investments and
Net Other Assets 3.8%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 * *

Nonconvertible
Bonds 84.0%

Nonconvertible
Bonds 92.7%

Common Stocks 0.1%

Common Stocks 0.1%

Floating Rate Loans 6.4%

Floating Rate Loans 3.2%

Other Investments 0.2%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 9.3%

Short-Term
Investments and
Net Other Assets 3.8%

* Foreign
investments

14.5%

* * Foreign
investments

16.0%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 84.0%

Principal Amount

Value (Note 1)

Aerospace - 0.7%

L-3 Communications Corp. 7.625% 6/15/12

$ 175,000

$ 185,500

Orbital Sciences Corp. 9% 7/15/11

1,725,000

1,871,625

Primus International, Inc. 10.5% 4/15/09 (d)

1,135,000

1,191,750

3,248,875

Air Transportation - 1.9%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

1,275,000

1,185,750

7.324% 4/15/11

485,000

409,825

7.377% 5/23/19

1,841,294

1,196,841

7.379% 5/23/16

565,716

362,058

7.8% 4/1/08

1,155,000

1,033,725

10.18% 1/2/13

265,000

180,200

AMR Corp. 10.2% 3/15/20

20,000

12,000

Delta Air Lines, Inc.:

7.9% 12/15/09

1,460,000

467,200

8.3% 12/15/29

3,807,000

961,268

9.5% 11/18/08 (d)

975,000

789,750

Delta Air Lines, Inc. pass thru trust certificates 7.92% 5/18/12

320,000

140,800

Northwest Airlines Corp. 10% 2/1/09

2,485,000

1,267,350

Northwest Airlines, Inc. pass thru trust certificates:

7.67% 1/2/15

229,955

163,268

8.07% 1/2/15

1,142,053

582,447

8,752,482

Automotive - 1.4%

Accuride Corp. 8.5% 2/1/15 (d)

580,000

539,400

Delco Remy International, Inc. 9.375% 4/15/12

1,890,000

1,568,700

Navistar International Corp.:

6.25% 3/1/12 (d)

1,110,000

999,000

7.5% 6/15/11

1,575,000

1,539,563

Tenneco Automotive, Inc. 8.625% 11/15/14 (d)

1,360,000

1,244,400

Visteon Corp. 7.95% 8/1/05

445,000

429,425

6,320,488

Banks and Thrifts - 0.7%

Western Financial Bank 9.625% 5/15/12

3,065,000

3,325,525

Broadcasting - 0.2%

Gray Television, Inc. 9.25% 12/15/11

950,000

1,030,750

Building Materials - 2.1%

Anixter International, Inc. 5.95% 3/1/15

1,105,000

1,077,375

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Building Materials - continued

Goodman Global Holdings, Inc.:

5.76% 6/15/12 (d)(e)

$ 1,370,000

$ 1,301,500

7.875% 12/15/12 (d)

1,115,000

970,050

Maax Holdings, Inc. 0% 12/15/12 (c)(d)

2,795,000

1,509,300

Nortek, Inc. 8.5% 9/1/14

1,450,000

1,276,000

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

1,680,000

823,200

Texas Industries, Inc. 10.25% 6/15/11

2,435,000

2,751,550

9,708,975

Cable TV - 3.0%

Cablevision Systems Corp. 7.89% 4/1/09 (d)(e)

635,000

644,525

CSC Holdings, Inc. 8.125% 7/15/09

610,000

625,250

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

1,975,000

2,137,938

EchoStar DBS Corp. 5.75% 10/1/08

6,830,000

6,727,529

GCI, Inc. 7.25% 2/15/14

845,000

811,200

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

180,000

192,150

Mediacom LLC/Mediacom Capital Corp. 7.875% 2/15/11

890,000

854,400

Telenet Group Holding NV 0% 6/15/14 (c)(d)

2,575,000

1,918,375

13,911,367

Capital Goods - 3.1%

Amsted Industries, Inc. 10.25% 10/15/11 (d)

1,510,000

1,585,500

Case New Holland, Inc. 6% 6/1/09 (d)

920,000

848,700

Dresser, Inc. 9.375% 4/15/11

1,605,000

1,685,250

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

4,675,000

4,628,250

Leucadia National Corp. 7% 8/15/13

2,745,000

2,745,000

Park-Ohio Industries, Inc. 8.375% 11/15/14 (d)

1,295,000

1,103,988

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

985,000

925,900

Terex Corp.:

9.25% 7/15/11

745,000

806,463

10.375% 4/1/11

230,000

248,975

14,578,026

Chemicals - 3.1%

Borden US Finance Corp./Nova Scotia Finance ULC:

7.8906% 7/15/10 (d)(e)

950,000

921,500

9% 7/15/14 (d)

1,005,000

1,005,000

Crompton Corp. 9.875% 8/1/12

365,000

417,925

Crystal US Holding 3LLC/Crystal US Sub 3Corp.:

Series A, 0% 10/1/14 (c)(d)

680,000

452,200

Series B, 0% 10/1/14 (c)(d)

265,000

172,250

Equistar Chemicals LP 7.55% 2/15/26

1,130,000

1,062,200

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Chemicals - continued

Equistar Chemicals LP/Equistar Funding Corp.:

8.75% 2/15/09

$ 965,000

$ 1,020,488

10.125% 9/1/08

565,000

617,263

Huntsman International LLC 7.375% 1/1/15 (d)

905,000

877,850

Huntsman LLC 10.6406% 7/15/11 (d)(e)

1,450,000

1,537,000

Methanex Corp. yankee 7.75% 8/15/05

885,000

893,850

Millennium America, Inc. 9.25% 6/15/08

3,130,000

3,333,450

Nalco Co. 7.75% 11/15/11

970,000

989,400

NOVA Chemicals Corp. 7.4% 4/1/09

995,000

1,024,850

14,325,226

Consumer Products - 1.1%

Church & Dwight Co., Inc. 6% 12/15/12 (d)

1,850,000

1,794,500

Jostens Holding Corp. 0% 12/1/13 (c)

680,000

486,200

Jostens IH Corp. 7.625% 10/1/12

550,000

547,250

Revlon Consumer Products Corp. 9.5% 4/1/11 (d)

1,760,000

1,663,200

Samsonite Corp. 8.875% 6/1/11

370,000

379,250

4,870,400

Containers - 2.8%

Berry Plastics Corp. 10.75% 7/15/12

840,000

936,600

BWAY Corp. 10% 10/15/10

1,045,000

1,058,063

Crown European Holdings SA:

9.5% 3/1/11

680,000

734,400

10.875% 3/1/13

3,510,000

4,001,400

Owens-Brockway Glass Container, Inc.:

8.25% 5/15/13

2,060,000

2,193,900

8.75% 11/15/12

480,000

519,600

Owens-Illinois, Inc.:

7.35% 5/15/08

880,000

902,000

7.5% 5/15/10

2,450,000

2,523,500

12,869,463

Diversified Financial Services - 0.2%

Triad Acquisition Corp. 11.125% 5/1/13 (d)

890,000

885,550

Diversified Media - 0.7%

Corus Entertainment, Inc. 8.75% 3/1/12

1,140,000

1,208,400

LBI Media Holdings, Inc. 0% 10/15/13 (c)

1,240,000

905,200

LBI Media, Inc. 10.125% 7/15/12

1,020,000

1,127,100

3,240,700

Electric Utilities - 5.6%

AES Corp.:

7.75% 3/1/14

830,000

845,563

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Electric Utilities - continued

AES Corp.: - continued

8.75% 6/15/08

$ 551,000

$ 582,683

8.875% 2/15/11

2,689,000

2,870,508

9.375% 9/15/10

2,095,000

2,275,694

9.5% 6/1/09

1,550,000

1,677,875

AES Gener SA 7.5% 3/25/14

1,980,000

1,940,400

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

920,000

924,600

CMS Energy Corp.:

6.3% 2/1/12

180,000

171,000

7.5% 1/15/09

490,000

498,575

7.75% 8/1/10

150,000

154,125

8.5% 4/15/11

855,000

908,438

8.9% 7/15/08

1,195,000

1,265,206

9.875% 10/15/07

1,825,000

1,959,594

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

1,135,000

1,112,300

MSW Energy Holdings LLC/MSW Energy Finance Co., Inc. 8.5% 9/1/10

195,000

196,950

NRG Energy, Inc. 8% 12/15/13 (d)

3,829,000

3,886,435

Sierra Pacific Power Co. 6.25% 4/15/12

1,370,000

1,363,150

Sierra Pacific Resources 8.625% 3/15/14

460,000

485,300

TECO Energy, Inc.:

7.2% 5/1/11

1,650,000

1,740,750

10.5% 12/1/07

525,000

588,000

Utilicorp Canada Finance Corp. 7.75% 6/15/11

525,000

525,000

25,972,146

Energy - 6.3%

Chesapeake Energy Corp.:

7.75% 1/15/15

1,700,000

1,780,750

9% 8/15/12

1,010,000

1,118,575

El Paso Production Holding Co. 7.75% 6/1/13

835,000

839,175

Hanover Compressor Co.:

0% 3/31/07

1,685,000

1,449,100

8.625% 12/15/10

630,000

639,450

9% 6/1/14

660,000

686,400

Hilcorp Energy I LP/Hilcorp Finance Co. 10.5% 9/1/10 (d)

1,150,000

1,276,500

Newfield Exploration Co. 6.625% 9/1/14

1,290,000

1,299,675

Parker Drilling Co.:

7.66% 9/1/10 (e)

2,500,000

2,556,250

9.625% 10/1/13

420,000

457,800

9.625% 10/1/13 (d)

740,000

806,600

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Energy - continued

Pride International, Inc. 7.375% 7/15/14

$ 2,045,000

$ 2,206,044

Range Resources Corp.:

6.375% 3/15/15 (d)

1,270,000

1,209,675

7.375% 7/15/13

1,880,000

1,936,400

Sonat, Inc.:

6.625% 2/1/08

320,000

308,800

7.625% 7/15/11

1,920,000

1,836,000

Stone Energy Corp. 6.75% 12/15/14

1,140,000

1,085,850

The Coastal Corp.:

6.375% 2/1/09

3,120,000

2,940,600

6.5% 5/15/06

455,000

457,844

6.5% 6/1/08

735,000

703,763

6.7% 2/15/27

720,000

711,000

7.75% 6/15/10

3,030,000

2,946,675

29,252,926

Entertainment/Film - 0.3%

Cinemark, Inc. 0% 3/15/14 (c)

2,035,000

1,399,063

Environmental - 0.5%

Allied Waste North America, Inc.:

5.75% 2/15/11

1,160,000

1,020,800

6.375% 4/15/11

550,000

500,500

8.875% 4/1/08

535,000

551,050

Browning-Ferris Industries, Inc. 6.375% 1/15/08

25,000

24,375

2,096,725

Food and Drug Retail - 1.1%

Rite Aid Corp.:

6.875% 8/15/13

750,000

633,750

8.125% 5/1/10

310,000

299,150

9.25% 6/1/13

430,000

403,125

9.5% 2/15/11

495,000

497,475

Stater Brothers Holdings, Inc.:

6.51% 6/15/10 (e)

1,875,000

1,837,500

8.125% 6/15/12

1,340,000

1,249,550

4,920,550

Food/Beverage/Tobacco - 2.7%

B&G Foods, Inc. 8% 10/1/11

1,315,000

1,357,738

Dole Food Co., Inc. 7.25% 6/15/10

2,170,000

2,170,000

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

610,000

581,025

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Food/Beverage/Tobacco - continued

Smithfield Foods, Inc.:

7% 8/1/11

$ 545,000

$ 555,900

7.625% 2/15/08

1,640,000

1,705,600

7.75% 5/15/13

1,196,000

1,273,740

8% 10/15/09

2,635,000

2,819,450

UAP Holding Corp. 0% 7/15/12 (c)

1,625,000

1,243,125

United Agriculture Products, Inc. 9% 12/15/11

1,006,000

975,820

12,682,398

Gaming - 4.7%

Mandalay Resort Group:

9.375% 2/15/10

1,230,000

1,346,850

10.25% 8/1/07

820,000

897,900

MGM MIRAGE:

6% 10/1/09

3,485,000

3,424,013

6.75% 9/1/12

2,935,000

2,949,675

Mohegan Tribal Gaming Authority:

6.125% 2/15/13 (d)

640,000

627,200

6.375% 7/15/09

2,825,000

2,810,875

7.125% 8/15/14

645,000

643,388

MTR Gaming Group, Inc. 9.75% 4/1/10

1,365,000

1,501,500

Penn National Gaming, Inc. 6.75% 3/1/15 (d)

265,000

255,725

Scientific Games Corp. 6.25% 12/15/12 (d)

1,260,000

1,234,800

Seneca Gaming Corp. 7.25% 5/1/12

1,580,000

1,572,100

Station Casinos, Inc. 6% 4/1/12

265,000

263,013

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

0% 1/15/13 (c)(d)

590,000

377,600

9% 1/15/12 (d)

820,000

848,700

Wheeling Island Gaming, Inc. 10.125% 12/15/09

2,630,000

2,800,950

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (d)

285,000

265,050

21,819,339

Healthcare - 5.9%

AmerisourceBergen Corp. 7.25% 11/15/12

2,675,000

2,835,500

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (d)

840,000

865,200

CDRV Investors, Inc. 0% 1/1/15 (c)(d)

4,580,000

2,519,000

Concentra Operating Corp.:

9.125% 6/1/12

1,415,000

1,457,450

9.5% 8/15/10

450,000

468,000

DaVita, Inc. 6.625% 3/15/13 (d)

1,540,000

1,532,300

Fisher Scientific International, Inc. 8% 9/1/13

1,080,000

1,161,000

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Healthcare - continued

HCA, Inc. 5.5% 12/1/09

$ 2,660,000

$ 2,633,400

Mayne Group Ltd. 5.875% 12/1/11 (d)

1,410,000

1,390,613

Omega Healthcare Investors, Inc. 7% 4/1/14

1,860,000

1,804,200

PerkinElmer, Inc. 8.875% 1/15/13

2,255,000

2,480,500

Psychiatric Solutions, Inc. 10.625% 6/15/13

680,000

746,300

Senior Housing Properties Trust:

7.875% 4/15/15

945,000

989,888

8.625% 1/15/12

2,325,000

2,522,625

Service Corp. International (SCI):

6.875% 10/1/07

1,270,000

1,270,000

7.7% 4/15/09

580,000

594,500

Tenet Healthcare Corp.:

6.375% 12/1/11

1,620,000

1,510,650

7.375% 2/1/13

700,000

658,000

27,439,126

Homebuilding/Real Estate - 3.9%

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

7.125% 2/15/13 (d)

1,270,000

1,219,200

8.125% 6/1/12

3,515,000

3,550,150

K. Hovnanian Enterprises, Inc.:

6% 1/15/10

380,000

368,600

8.875% 4/1/12

1,110,000

1,165,500

KB Home 7.75% 2/1/10

2,740,000

2,849,600

Meritage Homes Corp. 6.25% 3/15/15 (d)

200,000

184,000

Standard Pacific Corp.:

5.125% 4/1/09

1,665,000

1,598,400

6.5% 10/1/08

670,000

678,375

6.875% 5/15/11

1,400,000

1,400,000

Technical Olympic USA, Inc.:

7.5% 3/15/11

190,000

174,800

7.5% 1/15/15

530,000

471,700

9% 7/1/10

1,520,000

1,520,000

10.375% 7/1/12

255,000

265,200

WCI Communities, Inc.:

6.625% 3/15/15 (d)

855,000

769,500

7.875% 10/1/13

1,025,000

1,019,875

10.625% 2/15/11

790,000

837,400

18,072,300

Hotels - 1.5%

Grupo Posadas SA de CV 8.75% 10/4/11 (d)

1,575,000

1,649,813

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Hotels - continued

Host Marriott LP:

6.375% 3/15/15 (d)

$ 1,320,000

$ 1,240,800

7.125% 11/1/13

2,220,000

2,242,200

La Quinta Properties, Inc. 7% 8/15/12

1,645,000

1,679,956

6,812,769

Insurance - 0.3%

Crum & Forster Holdings Corp. 10.375% 6/15/13

1,145,000

1,242,325

Leisure - 2.0%

Equinox Holdings Ltd. 9% 12/15/09

335,000

345,050

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

270,000

271,688

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

1,195,000

693,100

Town Sports International, Inc. 9.625% 4/15/11

2,265,000

2,332,950

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

3,005,000

3,410,675

Universal City Florida Holding Co. I/II 7.4925% 5/1/10 (d)(e)

2,015,000

2,100,638

9,154,101

Metals/Mining - 1.8%

Century Aluminum Co. 7.5% 8/15/14

1,265,000

1,265,000

Compass Minerals International, Inc.:

0% 12/15/12 (c)

1,135,000

976,100

0% 6/1/13 (c)

1,780,000

1,495,200

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

570,000

541,500

10.125% 2/1/10

1,000,000

1,100,000

Peabody Energy Corp. 6.875% 3/15/13

420,000

432,600

Vedanta Resources PLC 6.625% 2/22/10 (d)

1,965,000

1,871,663

Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12

895,000

796,550

8,478,613

Paper - 1.2%

Georgia-Pacific Corp.:

7.375% 7/15/08

930,000

979,569

8% 1/15/14

1,985,000

2,123,950

8.125% 5/15/11

535,000

583,150

8.875% 2/1/10

895,000

993,450

9.375% 2/1/13

600,000

669,000

5,349,119

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Publishing/Printing - 1.2%

Houghton Mifflin Co. 9.875% 2/1/13

$ 1,160,000

$ 1,177,400

The Reader's Digest Association, Inc. 6.5% 3/1/11

4,570,000

4,535,725

5,713,125

Railroad - 0.5%

Kansas City Southern Railway Co. 7.5% 6/15/09

1,380,000

1,400,700

TFM SA de CV yankee 10.25% 6/15/07

870,000

922,200

2,322,900

Restaurants - 0.7%

Domino's, Inc. 8.25% 7/1/11

250,000

261,250

Friendly Ice Cream Corp. 8.375% 6/15/12

1,550,000

1,441,500

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14 (d)

1,605,000

1,532,775

3,235,525

Services - 0.9%

Iron Mountain, Inc.:

7.75% 1/15/15

190,000

179,550

8.25% 7/1/11

515,000

504,700

8.625% 4/1/13

890,000

890,000

Rural/Metro Corp.:

0% 3/15/16 (c)(d)

1,630,000

717,200

9.875% 3/15/15 (d)

370,000

347,800

Worldspan LP/WS Financing Corp. 9.0244% 2/15/11 (d)(e)

1,965,000

1,689,900

4,329,150

Shipping - 2.5%

General Maritime Corp. 10% 3/15/13

2,075,000

2,230,625

OMI Corp. 7.625% 12/1/13

3,310,000

3,318,275

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

4,555,000

4,372,800

Teekay Shipping Corp. 8.875% 7/15/11

1,635,000

1,831,200

11,752,900

Steels - 1.7%

Allegheny Technologies, Inc. 8.375% 12/15/11

1,495,000

1,569,750

CSN Islands VII Corp. 10.75% 9/12/08 (d)

1,110,000

1,230,713

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

1,105,000

1,138,150

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

2,350,000

2,567,375

Ryerson Tull, Inc. 8.25% 12/15/11

1,420,000

1,199,900

7,705,888

Super Retail - 2.0%

Asbury Automotive Group, Inc. 9% 6/15/12

3,295,000

3,229,100

Buhrmann US, Inc. 7.875% 3/1/15 (d)

690,000

662,400

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Super Retail - continued

JCPenney Co., Inc.:

7.375% 8/15/08

$ 810,000

$ 864,675

7.6% 4/1/07

450,000

471,375

NBC Acquisition Corp. 0% 3/15/13 (c)

1,980,000

1,415,700

Nebraska Book Co., Inc. 8.625% 3/15/12

1,180,000

1,121,000

Saks, Inc. 9.875% 10/1/11

605,000

656,425

Sonic Automotive, Inc. 8.625% 8/15/13

1,075,000

1,042,750

9,463,425

Technology - 5.5%

Advanced Micro Devices, Inc. 7.75% 11/1/12

2,340,000

2,193,750

Celestica, Inc. 7.875% 7/1/11

3,305,000

3,284,344

Flextronics International Ltd. 6.25% 11/15/14

1,850,000

1,711,250

Freescale Semiconductor, Inc. 6.875% 7/15/11

2,775,000

2,872,125

Lucent Technologies, Inc. 5.5% 11/15/08

1,015,000

984,550

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 6.26% 12/15/11 (d)(e)

865,000

800,125

Micron Technology, Inc. 6.5% 9/30/05 (f)

2,142,858

2,121,430

Nortel Networks Corp. 6.125% 2/15/06

905,000

911,788

Sanmina-SCI Corp. 6.75% 3/1/13 (d)

1,320,000

1,174,800

Xerox Capital Trust I 8% 2/1/27

1,155,000

1,172,325

Xerox Corp.:

6.875% 8/15/11

4,330,000

4,492,375

7.125% 6/15/10

670,000

706,850

7.625% 6/15/13

1,265,000

1,356,713

9.75% 1/15/09

1,315,000

1,492,525

25,274,950

Telecommunications - 9.3%

American Tower Corp. 7.125% 10/15/12

515,000

511,138

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

180,000

196,200

Empresa Brasileira de Telecomm SA 11% 12/15/08

1,415,000

1,574,188

Innova S. de R.L. 9.375% 9/19/13

850,000

930,750

Intelsat Ltd.:

5.25% 11/1/08

1,455,000

1,320,413

6.5% 11/1/13

2,490,000

1,954,650

7.625% 4/15/12

1,260,000

1,071,000

Kyivstar GSM 10.375% 8/17/09 (d)

870,000

971,181

MCI, Inc. 8.735% 5/1/14 (e)

2,640,000

2,864,400

Millicom International Cellular SA 10% 12/1/13

4,855,000

4,709,350

Mobile Telesystems Finance SA 8% 1/28/12 (d)

1,410,000

1,404,924

New Skies Satellites BV 7.4375% 11/1/11 (d)(e)

1,300,000

1,319,500

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Telecommunications - continued

Nextel Communications, Inc.:

5.95% 3/15/14

$ 1,215,000

$ 1,233,225

6.875% 10/31/13

3,495,000

3,674,119

Nextel Partners, Inc. 8.125% 7/1/11

65,000

69,550

PanAmSat Corp. 9% 8/15/14

1,649,000

1,714,960

Qwest Capital Funding, Inc.:

7% 8/3/09

1,355,000

1,219,500

7.25% 2/15/11

990,000

891,000

7.9% 8/15/10

1,565,000

1,439,800

Qwest Corp.:

7.875% 9/1/11 (d)

590,000

592,950

9.125% 3/15/12 (d)

3,245,000

3,439,700

Qwest Services Corp. 14% 12/15/10 (d)(e)

710,000

798,750

Rogers Communications, Inc.:

7.25% 12/15/12

550,000

559,625

8% 12/15/12

630,000

642,600

9.625% 5/1/11

1,490,000

1,676,250

SBA Communications Corp. 8.5% 12/1/12 (d)

1,675,000

1,754,563

Time Warner Telecom LLC/Time Warner Telecom, Inc. 9.75% 7/15/08

242,000

237,765

Time Warner Telecom, Inc. 10.125% 2/1/11

1,255,000

1,167,150

U.S. West Capital Funding, Inc. 6.375% 7/15/08

2,180,000

1,994,700

U.S. West Communications:

6.875% 9/15/33

285,000

234,413

7.2% 11/10/26

460,000

404,800

7.5% 6/15/23

825,000

736,313

43,309,427

Textiles & Apparel - 0.9%

Levi Strauss & Co.:

7.73% 4/1/12 (d)(e)

1,385,000

1,274,200

9.75% 1/15/15 (d)

875,000

831,250

12.25% 12/15/12

1,565,000

1,658,900

Tommy Hilfiger USA, Inc. 6.85% 6/1/08

270,000

270,675

4,035,025

TOTAL NONCONVERTIBLE BONDS

(Cost $393,576,820)

388,901,642

Commercial Mortgage Securities - 0.2%

Principal Amount

Value (Note 1)

Banc of America Commercial Mortgage, Inc. Series 2003-2:

Class BWD, 6.947% 10/11/37 (d)

$ 114,369

$ 115,178

Class BWE, 7.226% 10/11/37 (d)

159,122

160,142

Class BWF, 7.55% 10/11/37 (d)

138,238

139,409

Class BWG, 8.155% 10/11/37 (d)

134,260

134,469

Class BWH, 9.073% 10/11/37 (d)

99,451

101,283

Class BWJ, 9.99% 10/11/37 (d)

114,369

116,169

Class BWK, 10.676% 10/11/37 (d)

99,451

101,603

Class BWL, 10.1596% 10/11/37 (d)

162,106

153,102

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $975,082)

1,021,355

Common Stocks - 0.1%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)

10

0

Chemicals - 0.1%

Huntsman Corp.

30,529

578,101

TOTAL COMMON STOCKS

(Cost $223,915)

578,101

Floating Rate Loans - 6.4%

Principal Amount

Building Materials - 0.5%

Masonite International Corp. term loan 9.3838% 4/6/15 (e)

$ 2,410,000

2,410,000

Cable TV - 0.5%

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (e)

2,480,000

2,476,900

Electric Utilities - 1.0%

Cogentrix Delaware Holdings, Inc. term loan 4.71% 4/14/12 (e)

2,770,000

2,773,463

Riverside Energy Center LLC:

term loan 7.44% 6/24/11 (e)

1,908,387

1,956,096

Credit-Linked Deposit 6.98% 6/24/11 (e)

87,082

88,389

4,817,948

Floating Rate Loans - continued

Principal Amount

Value (Note 1)

Energy - 0.9%

El Paso Corp.:

Credit-Linked Deposit 5.44% 11/22/09 (e)

$ 2,410,300

$ 2,416,326

term loan 5.875% 11/22/09 (e)

1,854,395

1,863,667

4,279,993

Environmental - 0.9%

Envirocare of Utah, Inc.:

Tranche 1, term loan 7% 4/13/10 (e)

2,370,000

2,372,963

Tranche 2, term loan 8.86% 4/13/10 (e)

1,710,000

1,680,075

4,053,038

Homebuilding/Real Estate - 1.6%

General Growth Properties, Inc.:

Tranche A, term loan 5.11% 11/12/07 (e)

1,593,081

1,601,047

Tranche B, term loan 5.1% 11/12/08 (e)

1,596,412

1,606,390

LNR Property Corp.:

Tranche A, term loan 7.31% 2/3/08 (e)

1,000,000

1,000,000

Tranche B, term loan:

5.81% 2/3/08 (e)

2,008,939

2,016,472

8.06% 2/3/08 (e)

1,000,000

1,000,000

7,223,909

Technology - 0.5%

Fidelity National Information Solutions, Inc.:

Tranche A, term loan 4.66% 3/9/11 (e)

1,490,000

1,480,688

Tranche B, term loan 4.66% 3/9/13 (e)

703,000

700,364

2,181,052

Telecommunications - 0.5%

Qwest Corp. Tranche B, term loan 6.95% 6/30/10 (e)

2,125,000

2,061,250

TOTAL FLOATING RATE LOANS

(Cost $29,575,540)

29,504,090

Money Market Funds - 10.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.84% (b)
(Cost $46,815,162)

46,815,162

$ 46,815,162

TOTAL INVESTMENT PORTFOLIO - 100.8%

(Cost $471,166,519)

466,820,350

NET OTHER ASSETS - (0.8)%

(3,656,714)

NET ASSETS - 100%

$ 463,163,636

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $79,164,586 or 17.1% of net assets.

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,121,430 or 0.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc. 6.5% 9/30/05

8/8/02 - 1/21/03

$ 1,881,251

Other Information

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

United States of America

85.5%

Canada

3.4%

Bermuda

1.8%

Marshall Islands

1.6%

United Kingdom

1.4%

Luxembourg

1.3%

France

1.1%

Others (individually less than 1%)

3.9%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $471,166,519) - See accompanying schedule

$ 466,820,350

Cash

484,296

Receivable for investments sold

3,998,294

Receivable for fund shares sold

1,051,621

Interest receivable

8,336,001

Prepaid expenses

1,349

Receivable from investment adviser for expense reductions

38,349

Other affiliated receivables

2,695

Total assets

480,732,955

Liabilities

Payable for investments purchased

$ 14,786,273

Payable for fund shares redeemed

1,742,407

Distributions payable

499,805

Accrued management fee

224,257

Distribution fees payable

134,607

Other affiliated payables

106,747

Other payables and accrued expenses

75,223

Total liabilities

17,569,319

Net Assets

$ 463,163,636

Net Assets consist of:

Paid in capital

$ 459,485,201

Undistributed net investment income

1,428,995

Accumulated undistributed net realized gain (loss) on investments

6,595,609

Net unrealized appreciation (depreciation) on investments

(4,346,169)

Net Assets

$ 463,163,636

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

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($101,249,296 ÷ 11,169,407 shares)

$ 9.06

Maximum offering price per share (100/95.25 of $9.06)

$ 9.51

Class T:
Net Asset Value
and redemption price per share ($84,645,606 ÷ 9,347,363 shares)

$ 9.06

Maximum offering price per share (100/96.50 of $9.06)

$ 9.39

Class B:
Net Asset Value
and offering price per share ($70,603,964 ÷ 7,800,840 shares)A

$ 9.05

Class C:
Net Asset Value
and offering price per share ($57,514,491 ÷ 6,353,986 shares)A

$ 9.05

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($149,150,279 ÷ 16,440,411 shares)

$ 9.07

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 18,716,621

Expenses

Management fee

$ 1,412,348

Transfer agent fees

552,708

Distribution fees

858,894

Accounting fees and expenses

110,397

Independent trustees' compensation

1,240

Custodian fees and expenses

14,644

Registration fees

51,543

Audit

31,685

Legal

5,049

Miscellaneous

47,235

Total expenses before reductions

3,085,743

Expense reductions

(166,981)

2,918,762

Net investment income

15,797,859

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

7,812,145

Change in net unrealized appreciation (depreciation) on investment securities

(26,318,916)

Net gain (loss)

(18,506,771)

Net increase (decrease) in net assets resulting from operations

$ (2,708,912)

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 15,797,859

$ 30,710,982

Net realized gain (loss)

7,812,145

9,177,285

Change in net unrealized appreciation (depreciation)

(26,318,916)

2,397,010

Net increase (decrease) in net assets resulting
from operations

(2,708,912)

42,285,277

Distributions to shareholders from net investment income

(17,057,758)

(30,790,168)

Distributions to shareholders from net realized gain

(7,269,347)

-

Total distributions

(24,327,105)

(30,790,168)

Share transactions - net increase (decrease)

(11,727,877)

108,317,043

Redemption fees

61,845

32,522

Total increase (decrease) in net assets

(38,702,049)

119,844,674

Net Assets

Beginning of period

501,865,685

382,021,011

End of period (including undistributed net investment income of $1,428,995 and undistributed net investment income of $2,688,894, respectively)

$ 463,163,636

$ 501,865,685

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

Semiannual Report

Financial Highlights - Class A

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.59

$ 9.33

$ 7.89

$ 8.75

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income E

.313

.675

.725

.709 G

.760

.895

Net realized and unrealized gain (loss)

(.367)

.267

1.360

(.908) G

(.602)

(.640)

Total from investment operations

(.054)

.942

2.085

(.199)

.158

.255

Distributions from net investment income

(.337)

(.683)

(.645)

(.661)

(.758)

(.825)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.477)

(.683)

(.645)

(.661)

(.758)

(.825)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.06

$ 9.59

$ 9.33

$ 7.89

$ 8.75

$ 9.35

Total Return B, C, D

(.67)%

10.50%

27.23%

(2.49)%

1.83%

2.40%

Ratios to Average Net Assets F

Expenses before expense reductions

1.03% A

1.01%

1.00%

1.02%

1.14%

1.70%

Expenses net of voluntary waivers, if any

1.00% A

1.00%

1.00%

1.00%

1.00%

1.00%

Expenses net of all reductions

1.00% A

1.00%

1.00%

1.00%

.99%

.98%

Net investment income

6.67% A

7.21%

8.26%

8.42% G

8.50%

9.17%

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,249

$ 94,349

$ 61,084

$ 31,456

$ 28,046

$ 13,295

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class T

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.58

$ 9.33

$ 7.89

$ 8.74

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income E

.309

.668

.717

.695 G

.753

.898

Net realized and unrealized gain (loss)

(.357)

.255

1.359

(.893) G

(.613)

(.656)

Total from investment operations

(.048)

.923

2.076

(.198)

.140

.242

Distributions from net investment income

(.333)

(.674)

(.636)

(.652)

(.750)

(.812)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.473)

(.674)

(.636)

(.652)

(.750)

(.812)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.06

$ 9.58

$ 9.33

$ 7.89

$ 8.74

$ 9.35

Total Return B, C, D

(.61)%

10.29%

27.11%

(2.47)%

1.63%

2.27%

Ratios to Average Net Assets F

Expenses before expense reductions

1.20% A

1.19%

1.19%

1.24%

1.39%

1.83%

Expenses net of voluntary waivers, if any

1.10% A

1.10%

1.10%

1.10%

1.10%

1.10%

Expenses net of all reductions

1.10% A

1.10%

1.10%

1.10%

1.09%

1.08%

Net investment income

6.57% A

7.11%

8.16%

8.32% G

8.40%

9.07%

Supplemental Data

Net assets, end of period (000 omitted)

$ 84,646

$ 91,707

$ 81,735

$ 35,751

$ 16,814

$ 8,936

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.34

$ 9.92

Income from Investment Operations

Net investment income E

.278

.606

.658

.641 G

.692

.830

Net realized and unrealized gain (loss)

(.357)

.256

1.361

(.904) G

(.601)

(.663)

Total from investment operations

(.079)

.862

2.019

(.263)

.091

.167

Distributions from net investment income

(.302)

(.613)

(.579)

(.597)

(.691)

(.747)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.442)

(.613)

(.579)

(.597)

(.691)

(.747)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.05

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.34

Total Return B, C, D

(.93)%

9.58%

26.32%

(3.23)%

1.08%

1.50%

Ratios to Average Net Assets F

Expenses before expense reductions

1.82% A

1.80%

1.80%

1.83%

1.94%

2.47%

Expenses net of voluntary waivers, if any

1.75% A

1.75%

1.75%

1.75%

1.75%

1.75%

Expenses net of all reductions

1.75% A

1.75%

1.75%

1.75%

1.75%

1.73%

Net investment income

5.92% A

6.46%

7.51%

7.67% G

7.74%

8.42%

Supplemental Data

Net assets, end of period (000 omitted)

$ 70,604

$ 79,997

$ 70,661

$ 32,854

$ 19,694

$ 10,054

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class C

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.35

$ 9.91

Income from Investment Operations

Net investment income E

.274

.597

.651

.635 G

.684

.819

Net realized and unrealized gain (loss)

(.358)

.256

1.359

(.906) G

(.612)

(.643)

Total from investment operations

(.084)

.853

2.010

(.271)

.072

.176

Distributions from net investment income

(.297)

(.604)

(.570)

(.589)

(.682)

(.736)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.437)

(.604)

(.570)

(.589)

(.682)

(.736)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.05

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.35

Total Return B, C, D

(.98)%

9.47%

26.19%

(3.32)%

.86%

1.60%

Ratios to Average Net Assets F

Expenses before expense reductions

1.89% A

1.87%

1.88%

1.90%

2.03%

2.60%

Expenses net of voluntary waivers, if any

1.85% A

1.85%

1.85%

1.85%

1.85%

1.85%

Expenses net of all reductions

1.85% A

1.85%

1.85%

1.85%

1.84%

1.83%

Net investment income

5.82% A

6.36%

7.41%

7.57% G

7.65%

8.32%

Supplemental Data

Net assets, end of period (000 omitted)

$ 57,514

$ 64,187

$ 59,655

$ 20,719

$ 14,218

$ 6,563

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.34

$ 7.90

$ 8.75

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income D

.322

.690

.739

.709 F

.772

.910

Net realized and unrealized gain (loss)

(.369)

.267

1.359

(.886) F

(.599)

(.638)

Total from investment operations

(.047)

.957

2.098

(.177)

.173

.272

Distributions from net investment income

(.344)

(.698)

(.658)

(.673)

(.773)

(.842)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.484)

(.698)

(.658)

(.670)

(.773)

(.842)

Redemption fees added to paid in capital D

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.07

$ 9.60

$ 9.34

$ 7.90

$ 8.75

$ 9.35

Total Return B, C

(.59)%

10.66%

27.38%

(2.23)%

2.00%

2.57%

Ratios to Average Net Assets E

Expenses before expense reductions

.92% A

.90%

.96%

.96%

1.04%

1.62%

Expenses net of voluntary waivers, if any

.85% A

.85%

.85%

.85%

.85%

.85%

Expenses net of all reductions

.85% A

.85%

.85%

.85%

.84%

.83%

Net investment income

6.82% A

7.36%

8.41%

8.57% F

8.65%

9.32%

Supplemental Data

Net assets, end of period (000 omitted)

$ 149,150

$ 171,625

$ 108,885

$ 48,379

$ 11,381

$ 4,910

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 9,367,653

Unrealized depreciation

(12,700,346)

Net unrealized appreciation (depreciation)

$ (3,332,693)

Cost for federal income tax purposes

$ 470,153,043

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

Semiannual Report

2. Operating Policies.

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

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $248,647,032 and $295,393,222, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 75,268

$ 656

Class T

0%

.25%

115,441

1,495

Class B

.65%

.25%

345,068

250,170

Class C

.75%

.25%

323,117

68,457

$ 858,894

$ 320,778

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

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

Retained
by FDC

Class A

$ 26,101

Class T

9,124

Class B*

89,433

Class C*

4,902

$ 129,560

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

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 97,627

.20 *

Class T

121,041

.26 *

Class B

87,733

.23 *

Class C

63,054

.20 *

Institutional Class

183,253

.23 *

$ 552,708

* Annualized

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $202,036 for the period.

5. Committed Line of Credit.

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

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions - continued

Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.00%

$ 16,466

Class T

1.10%

47,167

Class B

1.75%

28,442

Class C

1.85%

13,260

Institutional Class

.85%

54,058

$ 159,393

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $7,588.

7. Other.

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

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 3,558,015

$ 5,663,641

Class T

3,249,282

6,014,640

Class B

2,448,720

4,921,925

Class C

2,033,579

3,962,307

Institutional Class

5,768,162

10,227,655

Total

$ 17,057,758

$ 30,790,168

From net realized gain

Class A

$ 1,410,900

$ -

Class T

1,360,690

-

Class B

1,136,583

-

Class C

958,694

-

Institutional Class

2,402,480

-

Total

$ 7,269,347

$ -

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

2,428,748

5,417,201

$ 23,059,097

$ 51,022,256

Reinvestment of distributions

419,133

486,820

3,970,569

4,582,849

Shares redeemed

(1,519,549)

(2,607,162)

(14,391,460)

(24,494,194)

Net increase (decrease)

1,328,332

3,296,859

$ 12,638,206

$ 31,110,911

Class T

Shares sold

1,157,913

4,611,164

$ 11,017,499

$ 43,541,073

Reinvestment of distributions

409,659

525,473

3,880,285

4,943,576

Shares redeemed

(1,794,944)

(4,324,548)

(16,874,799)

(40,418,876)

Net increase (decrease)

(227,372)

812,089

$ (1,977,015)

$ 8,065,773

Class B

Shares sold

774,669

2,799,122

$ 7,354,190

$ 26,296,874

Reinvestment of distributions

223,674

296,344

2,118,295

2,786,337

Shares redeemed

(1,553,502)

(2,317,900)

(14,723,173)

(21,681,224)

Net increase (decrease)

(555,159)

777,566

$ (5,250,688)

$ 7,401,987

Class C

Shares sold

1,048,407

2,817,895

$ 9,983,880

$ 26,513,128

Reinvestment of distributions

200,272

256,308

1,897,285

2,410,928

Shares redeemed

(1,598,750)

(2,767,614)

(15,033,275)

(25,939,067)

Net increase (decrease)

(350,071)

306,589

$ (3,152,110)

$ 2,984,989

Institutional Class

Shares sold

4,318,016

8,400,882

$ 40,922,158

$ 79,116,765

Reinvestment of distributions

751,039

879,823

7,123,400

8,286,911

Shares redeemed

(6,515,114)

(3,048,025)

(62,031,828)

(28,650,293)

Net increase (decrease)

(1,446,059)

6,232,680

$ (13,986,270)

$ 58,753,383

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AHI-USAN-0605
1.784884.102

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

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor

High Income

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Semiannual Report

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 993.30

$ 4.94

Hypothetical A

$ 1,000.00

$ 1,019.84

$ 5.01

Class T

Actual

$ 1,000.00

$ 993.90

$ 5.44

Hypothetical A

$ 1,000.00

$ 1,019.34

$ 5.51

Class B

Actual

$ 1,000.00

$ 990.70

$ 8.64

Hypothetical A

$ 1,000.00

$ 1,016.12

$ 8.75

Class C

Actual

$ 1,000.00

$ 990.20

$ 9.13

Hypothetical A

$ 1,000.00

$ 1,015.62

$ 9.25

Institutional Class

Actual

$ 1,000.00

$ 994.10

$ 4.20

Hypothetical A

$ 1,000.00

$ 1,020.58

$ 4.26

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.00%

Class T

1.10%

Class B

1.75%

Class C

1.85%

Institutional Class

.85%

Semiannual Report

Investment Changes

Top Five Holdings as of April 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

AES Corp.

1.8

2.4

Xerox Corp.

1.7

1.6

The Coastal Corp.

1.7

1.1

EchoStar DBS Corp.

1.5

1.1

MGM MIRAGE

1.3

1.4

8.0

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

9.8

7.8

Energy

7.2

6.0

Electric Utilities

6.6

7.9

Technology

6.0

5.4

Healthcare

5.9

6.5

Quality Diversification (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 * *

AAA, AA, A 0.0%

AAA, AA, A 0.0%

BBB 0.0%

BBB 0.7%

BB 34.2%

BB 37.4%

B 41.7%

B 47.8%

CCC, CC, C 12.2%

CCC, CC, C 7.9%

Not Rated 2.5%

Not Rated 2.3%

Equities 0.1%

Equities 0.1%

Short-Term
Investments and
Net Other Assets 9.3%

Short-Term
Investments and
Net Other Assets 3.8%



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

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 * *

Nonconvertible
Bonds 84.0%

Nonconvertible
Bonds 92.7%

Common Stocks 0.1%

Common Stocks 0.1%

Floating Rate Loans 6.4%

Floating Rate Loans 3.2%

Other Investments 0.2%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 9.3%

Short-Term
Investments and
Net Other Assets 3.8%

* Foreign
investments

14.5%

* * Foreign
investments

16.0%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 84.0%

Principal Amount

Value (Note 1)

Aerospace - 0.7%

L-3 Communications Corp. 7.625% 6/15/12

$ 175,000

$ 185,500

Orbital Sciences Corp. 9% 7/15/11

1,725,000

1,871,625

Primus International, Inc. 10.5% 4/15/09 (d)

1,135,000

1,191,750

3,248,875

Air Transportation - 1.9%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

1,275,000

1,185,750

7.324% 4/15/11

485,000

409,825

7.377% 5/23/19

1,841,294

1,196,841

7.379% 5/23/16

565,716

362,058

7.8% 4/1/08

1,155,000

1,033,725

10.18% 1/2/13

265,000

180,200

AMR Corp. 10.2% 3/15/20

20,000

12,000

Delta Air Lines, Inc.:

7.9% 12/15/09

1,460,000

467,200

8.3% 12/15/29

3,807,000

961,268

9.5% 11/18/08 (d)

975,000

789,750

Delta Air Lines, Inc. pass thru trust certificates 7.92% 5/18/12

320,000

140,800

Northwest Airlines Corp. 10% 2/1/09

2,485,000

1,267,350

Northwest Airlines, Inc. pass thru trust certificates:

7.67% 1/2/15

229,955

163,268

8.07% 1/2/15

1,142,053

582,447

8,752,482

Automotive - 1.4%

Accuride Corp. 8.5% 2/1/15 (d)

580,000

539,400

Delco Remy International, Inc. 9.375% 4/15/12

1,890,000

1,568,700

Navistar International Corp.:

6.25% 3/1/12 (d)

1,110,000

999,000

7.5% 6/15/11

1,575,000

1,539,563

Tenneco Automotive, Inc. 8.625% 11/15/14 (d)

1,360,000

1,244,400

Visteon Corp. 7.95% 8/1/05

445,000

429,425

6,320,488

Banks and Thrifts - 0.7%

Western Financial Bank 9.625% 5/15/12

3,065,000

3,325,525

Broadcasting - 0.2%

Gray Television, Inc. 9.25% 12/15/11

950,000

1,030,750

Building Materials - 2.1%

Anixter International, Inc. 5.95% 3/1/15

1,105,000

1,077,375

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Building Materials - continued

Goodman Global Holdings, Inc.:

5.76% 6/15/12 (d)(e)

$ 1,370,000

$ 1,301,500

7.875% 12/15/12 (d)

1,115,000

970,050

Maax Holdings, Inc. 0% 12/15/12 (c)(d)

2,795,000

1,509,300

Nortek, Inc. 8.5% 9/1/14

1,450,000

1,276,000

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

1,680,000

823,200

Texas Industries, Inc. 10.25% 6/15/11

2,435,000

2,751,550

9,708,975

Cable TV - 3.0%

Cablevision Systems Corp. 7.89% 4/1/09 (d)(e)

635,000

644,525

CSC Holdings, Inc. 8.125% 7/15/09

610,000

625,250

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

1,975,000

2,137,938

EchoStar DBS Corp. 5.75% 10/1/08

6,830,000

6,727,529

GCI, Inc. 7.25% 2/15/14

845,000

811,200

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

180,000

192,150

Mediacom LLC/Mediacom Capital Corp. 7.875% 2/15/11

890,000

854,400

Telenet Group Holding NV 0% 6/15/14 (c)(d)

2,575,000

1,918,375

13,911,367

Capital Goods - 3.1%

Amsted Industries, Inc. 10.25% 10/15/11 (d)

1,510,000

1,585,500

Case New Holland, Inc. 6% 6/1/09 (d)

920,000

848,700

Dresser, Inc. 9.375% 4/15/11

1,605,000

1,685,250

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

4,675,000

4,628,250

Leucadia National Corp. 7% 8/15/13

2,745,000

2,745,000

Park-Ohio Industries, Inc. 8.375% 11/15/14 (d)

1,295,000

1,103,988

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

985,000

925,900

Terex Corp.:

9.25% 7/15/11

745,000

806,463

10.375% 4/1/11

230,000

248,975

14,578,026

Chemicals - 3.1%

Borden US Finance Corp./Nova Scotia Finance ULC:

7.8906% 7/15/10 (d)(e)

950,000

921,500

9% 7/15/14 (d)

1,005,000

1,005,000

Crompton Corp. 9.875% 8/1/12

365,000

417,925

Crystal US Holding 3LLC/Crystal US Sub 3Corp.:

Series A, 0% 10/1/14 (c)(d)

680,000

452,200

Series B, 0% 10/1/14 (c)(d)

265,000

172,250

Equistar Chemicals LP 7.55% 2/15/26

1,130,000

1,062,200

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Chemicals - continued

Equistar Chemicals LP/Equistar Funding Corp.:

8.75% 2/15/09

$ 965,000

$ 1,020,488

10.125% 9/1/08

565,000

617,263

Huntsman International LLC 7.375% 1/1/15 (d)

905,000

877,850

Huntsman LLC 10.6406% 7/15/11 (d)(e)

1,450,000

1,537,000

Methanex Corp. yankee 7.75% 8/15/05

885,000

893,850

Millennium America, Inc. 9.25% 6/15/08

3,130,000

3,333,450

Nalco Co. 7.75% 11/15/11

970,000

989,400

NOVA Chemicals Corp. 7.4% 4/1/09

995,000

1,024,850

14,325,226

Consumer Products - 1.1%

Church & Dwight Co., Inc. 6% 12/15/12 (d)

1,850,000

1,794,500

Jostens Holding Corp. 0% 12/1/13 (c)

680,000

486,200

Jostens IH Corp. 7.625% 10/1/12

550,000

547,250

Revlon Consumer Products Corp. 9.5% 4/1/11 (d)

1,760,000

1,663,200

Samsonite Corp. 8.875% 6/1/11

370,000

379,250

4,870,400

Containers - 2.8%

Berry Plastics Corp. 10.75% 7/15/12

840,000

936,600

BWAY Corp. 10% 10/15/10

1,045,000

1,058,063

Crown European Holdings SA:

9.5% 3/1/11

680,000

734,400

10.875% 3/1/13

3,510,000

4,001,400

Owens-Brockway Glass Container, Inc.:

8.25% 5/15/13

2,060,000

2,193,900

8.75% 11/15/12

480,000

519,600

Owens-Illinois, Inc.:

7.35% 5/15/08

880,000

902,000

7.5% 5/15/10

2,450,000

2,523,500

12,869,463

Diversified Financial Services - 0.2%

Triad Acquisition Corp. 11.125% 5/1/13 (d)

890,000

885,550

Diversified Media - 0.7%

Corus Entertainment, Inc. 8.75% 3/1/12

1,140,000

1,208,400

LBI Media Holdings, Inc. 0% 10/15/13 (c)

1,240,000

905,200

LBI Media, Inc. 10.125% 7/15/12

1,020,000

1,127,100

3,240,700

Electric Utilities - 5.6%

AES Corp.:

7.75% 3/1/14

830,000

845,563

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Electric Utilities - continued

AES Corp.: - continued

8.75% 6/15/08

$ 551,000

$ 582,683

8.875% 2/15/11

2,689,000

2,870,508

9.375% 9/15/10

2,095,000

2,275,694

9.5% 6/1/09

1,550,000

1,677,875

AES Gener SA 7.5% 3/25/14

1,980,000

1,940,400

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

920,000

924,600

CMS Energy Corp.:

6.3% 2/1/12

180,000

171,000

7.5% 1/15/09

490,000

498,575

7.75% 8/1/10

150,000

154,125

8.5% 4/15/11

855,000

908,438

8.9% 7/15/08

1,195,000

1,265,206

9.875% 10/15/07

1,825,000

1,959,594

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

1,135,000

1,112,300

MSW Energy Holdings LLC/MSW Energy Finance Co., Inc. 8.5% 9/1/10

195,000

196,950

NRG Energy, Inc. 8% 12/15/13 (d)

3,829,000

3,886,435

Sierra Pacific Power Co. 6.25% 4/15/12

1,370,000

1,363,150

Sierra Pacific Resources 8.625% 3/15/14

460,000

485,300

TECO Energy, Inc.:

7.2% 5/1/11

1,650,000

1,740,750

10.5% 12/1/07

525,000

588,000

Utilicorp Canada Finance Corp. 7.75% 6/15/11

525,000

525,000

25,972,146

Energy - 6.3%

Chesapeake Energy Corp.:

7.75% 1/15/15

1,700,000

1,780,750

9% 8/15/12

1,010,000

1,118,575

El Paso Production Holding Co. 7.75% 6/1/13

835,000

839,175

Hanover Compressor Co.:

0% 3/31/07

1,685,000

1,449,100

8.625% 12/15/10

630,000

639,450

9% 6/1/14

660,000

686,400

Hilcorp Energy I LP/Hilcorp Finance Co. 10.5% 9/1/10 (d)

1,150,000

1,276,500

Newfield Exploration Co. 6.625% 9/1/14

1,290,000

1,299,675

Parker Drilling Co.:

7.66% 9/1/10 (e)

2,500,000

2,556,250

9.625% 10/1/13

420,000

457,800

9.625% 10/1/13 (d)

740,000

806,600

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Energy - continued

Pride International, Inc. 7.375% 7/15/14

$ 2,045,000

$ 2,206,044

Range Resources Corp.:

6.375% 3/15/15 (d)

1,270,000

1,209,675

7.375% 7/15/13

1,880,000

1,936,400

Sonat, Inc.:

6.625% 2/1/08

320,000

308,800

7.625% 7/15/11

1,920,000

1,836,000

Stone Energy Corp. 6.75% 12/15/14

1,140,000

1,085,850

The Coastal Corp.:

6.375% 2/1/09

3,120,000

2,940,600

6.5% 5/15/06

455,000

457,844

6.5% 6/1/08

735,000

703,763

6.7% 2/15/27

720,000

711,000

7.75% 6/15/10

3,030,000

2,946,675

29,252,926

Entertainment/Film - 0.3%

Cinemark, Inc. 0% 3/15/14 (c)

2,035,000

1,399,063

Environmental - 0.5%

Allied Waste North America, Inc.:

5.75% 2/15/11

1,160,000

1,020,800

6.375% 4/15/11

550,000

500,500

8.875% 4/1/08

535,000

551,050

Browning-Ferris Industries, Inc. 6.375% 1/15/08

25,000

24,375

2,096,725

Food and Drug Retail - 1.1%

Rite Aid Corp.:

6.875% 8/15/13

750,000

633,750

8.125% 5/1/10

310,000

299,150

9.25% 6/1/13

430,000

403,125

9.5% 2/15/11

495,000

497,475

Stater Brothers Holdings, Inc.:

6.51% 6/15/10 (e)

1,875,000

1,837,500

8.125% 6/15/12

1,340,000

1,249,550

4,920,550

Food/Beverage/Tobacco - 2.7%

B&G Foods, Inc. 8% 10/1/11

1,315,000

1,357,738

Dole Food Co., Inc. 7.25% 6/15/10

2,170,000

2,170,000

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

610,000

581,025

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Food/Beverage/Tobacco - continued

Smithfield Foods, Inc.:

7% 8/1/11

$ 545,000

$ 555,900

7.625% 2/15/08

1,640,000

1,705,600

7.75% 5/15/13

1,196,000

1,273,740

8% 10/15/09

2,635,000

2,819,450

UAP Holding Corp. 0% 7/15/12 (c)

1,625,000

1,243,125

United Agriculture Products, Inc. 9% 12/15/11

1,006,000

975,820

12,682,398

Gaming - 4.7%

Mandalay Resort Group:

9.375% 2/15/10

1,230,000

1,346,850

10.25% 8/1/07

820,000

897,900

MGM MIRAGE:

6% 10/1/09

3,485,000

3,424,013

6.75% 9/1/12

2,935,000

2,949,675

Mohegan Tribal Gaming Authority:

6.125% 2/15/13 (d)

640,000

627,200

6.375% 7/15/09

2,825,000

2,810,875

7.125% 8/15/14

645,000

643,388

MTR Gaming Group, Inc. 9.75% 4/1/10

1,365,000

1,501,500

Penn National Gaming, Inc. 6.75% 3/1/15 (d)

265,000

255,725

Scientific Games Corp. 6.25% 12/15/12 (d)

1,260,000

1,234,800

Seneca Gaming Corp. 7.25% 5/1/12

1,580,000

1,572,100

Station Casinos, Inc. 6% 4/1/12

265,000

263,013

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

0% 1/15/13 (c)(d)

590,000

377,600

9% 1/15/12 (d)

820,000

848,700

Wheeling Island Gaming, Inc. 10.125% 12/15/09

2,630,000

2,800,950

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 6.625% 12/1/14 (d)

285,000

265,050

21,819,339

Healthcare - 5.9%

AmerisourceBergen Corp. 7.25% 11/15/12

2,675,000

2,835,500

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (d)

840,000

865,200

CDRV Investors, Inc. 0% 1/1/15 (c)(d)

4,580,000

2,519,000

Concentra Operating Corp.:

9.125% 6/1/12

1,415,000

1,457,450

9.5% 8/15/10

450,000

468,000

DaVita, Inc. 6.625% 3/15/13 (d)

1,540,000

1,532,300

Fisher Scientific International, Inc. 8% 9/1/13

1,080,000

1,161,000

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Healthcare - continued

HCA, Inc. 5.5% 12/1/09

$ 2,660,000

$ 2,633,400

Mayne Group Ltd. 5.875% 12/1/11 (d)

1,410,000

1,390,613

Omega Healthcare Investors, Inc. 7% 4/1/14

1,860,000

1,804,200

PerkinElmer, Inc. 8.875% 1/15/13

2,255,000

2,480,500

Psychiatric Solutions, Inc. 10.625% 6/15/13

680,000

746,300

Senior Housing Properties Trust:

7.875% 4/15/15

945,000

989,888

8.625% 1/15/12

2,325,000

2,522,625

Service Corp. International (SCI):

6.875% 10/1/07

1,270,000

1,270,000

7.7% 4/15/09

580,000

594,500

Tenet Healthcare Corp.:

6.375% 12/1/11

1,620,000

1,510,650

7.375% 2/1/13

700,000

658,000

27,439,126

Homebuilding/Real Estate - 3.9%

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

7.125% 2/15/13 (d)

1,270,000

1,219,200

8.125% 6/1/12

3,515,000

3,550,150

K. Hovnanian Enterprises, Inc.:

6% 1/15/10

380,000

368,600

8.875% 4/1/12

1,110,000

1,165,500

KB Home 7.75% 2/1/10

2,740,000

2,849,600

Meritage Homes Corp. 6.25% 3/15/15 (d)

200,000

184,000

Standard Pacific Corp.:

5.125% 4/1/09

1,665,000

1,598,400

6.5% 10/1/08

670,000

678,375

6.875% 5/15/11

1,400,000

1,400,000

Technical Olympic USA, Inc.:

7.5% 3/15/11

190,000

174,800

7.5% 1/15/15

530,000

471,700

9% 7/1/10

1,520,000

1,520,000

10.375% 7/1/12

255,000

265,200

WCI Communities, Inc.:

6.625% 3/15/15 (d)

855,000

769,500

7.875% 10/1/13

1,025,000

1,019,875

10.625% 2/15/11

790,000

837,400

18,072,300

Hotels - 1.5%

Grupo Posadas SA de CV 8.75% 10/4/11 (d)

1,575,000

1,649,813

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Hotels - continued

Host Marriott LP:

6.375% 3/15/15 (d)

$ 1,320,000

$ 1,240,800

7.125% 11/1/13

2,220,000

2,242,200

La Quinta Properties, Inc. 7% 8/15/12

1,645,000

1,679,956

6,812,769

Insurance - 0.3%

Crum & Forster Holdings Corp. 10.375% 6/15/13

1,145,000

1,242,325

Leisure - 2.0%

Equinox Holdings Ltd. 9% 12/15/09

335,000

345,050

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

270,000

271,688

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

1,195,000

693,100

Town Sports International, Inc. 9.625% 4/15/11

2,265,000

2,332,950

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

3,005,000

3,410,675

Universal City Florida Holding Co. I/II 7.4925% 5/1/10 (d)(e)

2,015,000

2,100,638

9,154,101

Metals/Mining - 1.8%

Century Aluminum Co. 7.5% 8/15/14

1,265,000

1,265,000

Compass Minerals International, Inc.:

0% 12/15/12 (c)

1,135,000

976,100

0% 6/1/13 (c)

1,780,000

1,495,200

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

570,000

541,500

10.125% 2/1/10

1,000,000

1,100,000

Peabody Energy Corp. 6.875% 3/15/13

420,000

432,600

Vedanta Resources PLC 6.625% 2/22/10 (d)

1,965,000

1,871,663

Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12

895,000

796,550

8,478,613

Paper - 1.2%

Georgia-Pacific Corp.:

7.375% 7/15/08

930,000

979,569

8% 1/15/14

1,985,000

2,123,950

8.125% 5/15/11

535,000

583,150

8.875% 2/1/10

895,000

993,450

9.375% 2/1/13

600,000

669,000

5,349,119

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Publishing/Printing - 1.2%

Houghton Mifflin Co. 9.875% 2/1/13

$ 1,160,000

$ 1,177,400

The Reader's Digest Association, Inc. 6.5% 3/1/11

4,570,000

4,535,725

5,713,125

Railroad - 0.5%

Kansas City Southern Railway Co. 7.5% 6/15/09

1,380,000

1,400,700

TFM SA de CV yankee 10.25% 6/15/07

870,000

922,200

2,322,900

Restaurants - 0.7%

Domino's, Inc. 8.25% 7/1/11

250,000

261,250

Friendly Ice Cream Corp. 8.375% 6/15/12

1,550,000

1,441,500

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14 (d)

1,605,000

1,532,775

3,235,525

Services - 0.9%

Iron Mountain, Inc.:

7.75% 1/15/15

190,000

179,550

8.25% 7/1/11

515,000

504,700

8.625% 4/1/13

890,000

890,000

Rural/Metro Corp.:

0% 3/15/16 (c)(d)

1,630,000

717,200

9.875% 3/15/15 (d)

370,000

347,800

Worldspan LP/WS Financing Corp. 9.0244% 2/15/11 (d)(e)

1,965,000

1,689,900

4,329,150

Shipping - 2.5%

General Maritime Corp. 10% 3/15/13

2,075,000

2,230,625

OMI Corp. 7.625% 12/1/13

3,310,000

3,318,275

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

4,555,000

4,372,800

Teekay Shipping Corp. 8.875% 7/15/11

1,635,000

1,831,200

11,752,900

Steels - 1.7%

Allegheny Technologies, Inc. 8.375% 12/15/11

1,495,000

1,569,750

CSN Islands VII Corp. 10.75% 9/12/08 (d)

1,110,000

1,230,713

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

1,105,000

1,138,150

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

2,350,000

2,567,375

Ryerson Tull, Inc. 8.25% 12/15/11

1,420,000

1,199,900

7,705,888

Super Retail - 2.0%

Asbury Automotive Group, Inc. 9% 6/15/12

3,295,000

3,229,100

Buhrmann US, Inc. 7.875% 3/1/15 (d)

690,000

662,400

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Super Retail - continued

JCPenney Co., Inc.:

7.375% 8/15/08

$ 810,000

$ 864,675

7.6% 4/1/07

450,000

471,375

NBC Acquisition Corp. 0% 3/15/13 (c)

1,980,000

1,415,700

Nebraska Book Co., Inc. 8.625% 3/15/12

1,180,000

1,121,000

Saks, Inc. 9.875% 10/1/11

605,000

656,425

Sonic Automotive, Inc. 8.625% 8/15/13

1,075,000

1,042,750

9,463,425

Technology - 5.5%

Advanced Micro Devices, Inc. 7.75% 11/1/12

2,340,000

2,193,750

Celestica, Inc. 7.875% 7/1/11

3,305,000

3,284,344

Flextronics International Ltd. 6.25% 11/15/14

1,850,000

1,711,250

Freescale Semiconductor, Inc. 6.875% 7/15/11

2,775,000

2,872,125

Lucent Technologies, Inc. 5.5% 11/15/08

1,015,000

984,550

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 6.26% 12/15/11 (d)(e)

865,000

800,125

Micron Technology, Inc. 6.5% 9/30/05 (f)

2,142,858

2,121,430

Nortel Networks Corp. 6.125% 2/15/06

905,000

911,788

Sanmina-SCI Corp. 6.75% 3/1/13 (d)

1,320,000

1,174,800

Xerox Capital Trust I 8% 2/1/27

1,155,000

1,172,325

Xerox Corp.:

6.875% 8/15/11

4,330,000

4,492,375

7.125% 6/15/10

670,000

706,850

7.625% 6/15/13

1,265,000

1,356,713

9.75% 1/15/09

1,315,000

1,492,525

25,274,950

Telecommunications - 9.3%

American Tower Corp. 7.125% 10/15/12

515,000

511,138

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

180,000

196,200

Empresa Brasileira de Telecomm SA 11% 12/15/08

1,415,000

1,574,188

Innova S. de R.L. 9.375% 9/19/13

850,000

930,750

Intelsat Ltd.:

5.25% 11/1/08

1,455,000

1,320,413

6.5% 11/1/13

2,490,000

1,954,650

7.625% 4/15/12

1,260,000

1,071,000

Kyivstar GSM 10.375% 8/17/09 (d)

870,000

971,181

MCI, Inc. 8.735% 5/1/14 (e)

2,640,000

2,864,400

Millicom International Cellular SA 10% 12/1/13

4,855,000

4,709,350

Mobile Telesystems Finance SA 8% 1/28/12 (d)

1,410,000

1,404,924

New Skies Satellites BV 7.4375% 11/1/11 (d)(e)

1,300,000

1,319,500

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

Telecommunications - continued

Nextel Communications, Inc.:

5.95% 3/15/14

$ 1,215,000

$ 1,233,225

6.875% 10/31/13

3,495,000

3,674,119

Nextel Partners, Inc. 8.125% 7/1/11

65,000

69,550

PanAmSat Corp. 9% 8/15/14

1,649,000

1,714,960

Qwest Capital Funding, Inc.:

7% 8/3/09

1,355,000

1,219,500

7.25% 2/15/11

990,000

891,000

7.9% 8/15/10

1,565,000

1,439,800

Qwest Corp.:

7.875% 9/1/11 (d)

590,000

592,950

9.125% 3/15/12 (d)

3,245,000

3,439,700

Qwest Services Corp. 14% 12/15/10 (d)(e)

710,000

798,750

Rogers Communications, Inc.:

7.25% 12/15/12

550,000

559,625

8% 12/15/12

630,000

642,600

9.625% 5/1/11

1,490,000

1,676,250

SBA Communications Corp. 8.5% 12/1/12 (d)

1,675,000

1,754,563

Time Warner Telecom LLC/Time Warner Telecom, Inc. 9.75% 7/15/08

242,000

237,765

Time Warner Telecom, Inc. 10.125% 2/1/11

1,255,000

1,167,150

U.S. West Capital Funding, Inc. 6.375% 7/15/08

2,180,000

1,994,700

U.S. West Communications:

6.875% 9/15/33

285,000

234,413

7.2% 11/10/26

460,000

404,800

7.5% 6/15/23

825,000

736,313

43,309,427

Textiles & Apparel - 0.9%

Levi Strauss & Co.:

7.73% 4/1/12 (d)(e)

1,385,000

1,274,200

9.75% 1/15/15 (d)

875,000

831,250

12.25% 12/15/12

1,565,000

1,658,900

Tommy Hilfiger USA, Inc. 6.85% 6/1/08

270,000

270,675

4,035,025

TOTAL NONCONVERTIBLE BONDS

(Cost $393,576,820)

388,901,642

Commercial Mortgage Securities - 0.2%

Principal Amount

Value (Note 1)

Banc of America Commercial Mortgage, Inc. Series 2003-2:

Class BWD, 6.947% 10/11/37 (d)

$ 114,369

$ 115,178

Class BWE, 7.226% 10/11/37 (d)

159,122

160,142

Class BWF, 7.55% 10/11/37 (d)

138,238

139,409

Class BWG, 8.155% 10/11/37 (d)

134,260

134,469

Class BWH, 9.073% 10/11/37 (d)

99,451

101,283

Class BWJ, 9.99% 10/11/37 (d)

114,369

116,169

Class BWK, 10.676% 10/11/37 (d)

99,451

101,603

Class BWL, 10.1596% 10/11/37 (d)

162,106

153,102

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $975,082)

1,021,355

Common Stocks - 0.1%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)

10

0

Chemicals - 0.1%

Huntsman Corp.

30,529

578,101

TOTAL COMMON STOCKS

(Cost $223,915)

578,101

Floating Rate Loans - 6.4%

Principal Amount

Building Materials - 0.5%

Masonite International Corp. term loan 9.3838% 4/6/15 (e)

$ 2,410,000

2,410,000

Cable TV - 0.5%

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (e)

2,480,000

2,476,900

Electric Utilities - 1.0%

Cogentrix Delaware Holdings, Inc. term loan 4.71% 4/14/12 (e)

2,770,000

2,773,463

Riverside Energy Center LLC:

term loan 7.44% 6/24/11 (e)

1,908,387

1,956,096

Credit-Linked Deposit 6.98% 6/24/11 (e)

87,082

88,389

4,817,948

Floating Rate Loans - continued

Principal Amount

Value (Note 1)

Energy - 0.9%

El Paso Corp.:

Credit-Linked Deposit 5.44% 11/22/09 (e)

$ 2,410,300

$ 2,416,326

term loan 5.875% 11/22/09 (e)

1,854,395

1,863,667

4,279,993

Environmental - 0.9%

Envirocare of Utah, Inc.:

Tranche 1, term loan 7% 4/13/10 (e)

2,370,000

2,372,963

Tranche 2, term loan 8.86% 4/13/10 (e)

1,710,000

1,680,075

4,053,038

Homebuilding/Real Estate - 1.6%

General Growth Properties, Inc.:

Tranche A, term loan 5.11% 11/12/07 (e)

1,593,081

1,601,047

Tranche B, term loan 5.1% 11/12/08 (e)

1,596,412

1,606,390

LNR Property Corp.:

Tranche A, term loan 7.31% 2/3/08 (e)

1,000,000

1,000,000

Tranche B, term loan:

5.81% 2/3/08 (e)

2,008,939

2,016,472

8.06% 2/3/08 (e)

1,000,000

1,000,000

7,223,909

Technology - 0.5%

Fidelity National Information Solutions, Inc.:

Tranche A, term loan 4.66% 3/9/11 (e)

1,490,000

1,480,688

Tranche B, term loan 4.66% 3/9/13 (e)

703,000

700,364

2,181,052

Telecommunications - 0.5%

Qwest Corp. Tranche B, term loan 6.95% 6/30/10 (e)

2,125,000

2,061,250

TOTAL FLOATING RATE LOANS

(Cost $29,575,540)

29,504,090

Money Market Funds - 10.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.84% (b)
(Cost $46,815,162)

46,815,162

$ 46,815,162

TOTAL INVESTMENT PORTFOLIO - 100.8%

(Cost $471,166,519)

466,820,350

NET OTHER ASSETS - (0.8)%

(3,656,714)

NET ASSETS - 100%

$ 463,163,636

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $79,164,586 or 17.1% of net assets.

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,121,430 or 0.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc. 6.5% 9/30/05

8/8/02 - 1/21/03

$ 1,881,251

Other Information

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

United States of America

85.5%

Canada

3.4%

Bermuda

1.8%

Marshall Islands

1.6%

United Kingdom

1.4%

Luxembourg

1.3%

France

1.1%

Others (individually less than 1%)

3.9%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $471,166,519) - See accompanying schedule

$ 466,820,350

Cash

484,296

Receivable for investments sold

3,998,294

Receivable for fund shares sold

1,051,621

Interest receivable

8,336,001

Prepaid expenses

1,349

Receivable from investment adviser for expense reductions

38,349

Other affiliated receivables

2,695

Total assets

480,732,955

Liabilities

Payable for investments purchased

$ 14,786,273

Payable for fund shares redeemed

1,742,407

Distributions payable

499,805

Accrued management fee

224,257

Distribution fees payable

134,607

Other affiliated payables

106,747

Other payables and accrued expenses

75,223

Total liabilities

17,569,319

Net Assets

$ 463,163,636

Net Assets consist of:

Paid in capital

$ 459,485,201

Undistributed net investment income

1,428,995

Accumulated undistributed net realized gain (loss) on investments

6,595,609

Net unrealized appreciation (depreciation) on investments

(4,346,169)

Net Assets

$ 463,163,636

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

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($101,249,296 ÷ 11,169,407 shares)

$ 9.06

Maximum offering price per share (100/95.25 of $9.06)

$ 9.51

Class T:
Net Asset Value
and redemption price per share ($84,645,606 ÷ 9,347,363 shares)

$ 9.06

Maximum offering price per share (100/96.50 of $9.06)

$ 9.39

Class B:
Net Asset Value
and offering price per share ($70,603,964 ÷ 7,800,840 shares)A

$ 9.05

Class C:
Net Asset Value
and offering price per share ($57,514,491 ÷ 6,353,986 shares)A

$ 9.05

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($149,150,279 ÷ 16,440,411 shares)

$ 9.07

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 18,716,621

Expenses

Management fee

$ 1,412,348

Transfer agent fees

552,708

Distribution fees

858,894

Accounting fees and expenses

110,397

Independent trustees' compensation

1,240

Custodian fees and expenses

14,644

Registration fees

51,543

Audit

31,685

Legal

5,049

Miscellaneous

47,235

Total expenses before reductions

3,085,743

Expense reductions

(166,981)

2,918,762

Net investment income

15,797,859

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

7,812,145

Change in net unrealized appreciation (depreciation) on investment securities

(26,318,916)

Net gain (loss)

(18,506,771)

Net increase (decrease) in net assets resulting from operations

$ (2,708,912)

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 15,797,859

$ 30,710,982

Net realized gain (loss)

7,812,145

9,177,285

Change in net unrealized appreciation (depreciation)

(26,318,916)

2,397,010

Net increase (decrease) in net assets resulting
from operations

(2,708,912)

42,285,277

Distributions to shareholders from net investment income

(17,057,758)

(30,790,168)

Distributions to shareholders from net realized gain

(7,269,347)

-

Total distributions

(24,327,105)

(30,790,168)

Share transactions - net increase (decrease)

(11,727,877)

108,317,043

Redemption fees

61,845

32,522

Total increase (decrease) in net assets

(38,702,049)

119,844,674

Net Assets

Beginning of period

501,865,685

382,021,011

End of period (including undistributed net investment income of $1,428,995 and undistributed net investment income of $2,688,894, respectively)

$ 463,163,636

$ 501,865,685

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

Semiannual Report

Financial Highlights - Class A

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.59

$ 9.33

$ 7.89

$ 8.75

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income E

.313

.675

.725

.709 G

.760

.895

Net realized and unrealized gain (loss)

(.367)

.267

1.360

(.908) G

(.602)

(.640)

Total from investment operations

(.054)

.942

2.085

(.199)

.158

.255

Distributions from net investment income

(.337)

(.683)

(.645)

(.661)

(.758)

(.825)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.477)

(.683)

(.645)

(.661)

(.758)

(.825)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.06

$ 9.59

$ 9.33

$ 7.89

$ 8.75

$ 9.35

Total Return B, C, D

(.67)%

10.50%

27.23%

(2.49)%

1.83%

2.40%

Ratios to Average Net Assets F

Expenses before expense reductions

1.03% A

1.01%

1.00%

1.02%

1.14%

1.70%

Expenses net of voluntary waivers, if any

1.00% A

1.00%

1.00%

1.00%

1.00%

1.00%

Expenses net of all reductions

1.00% A

1.00%

1.00%

1.00%

.99%

.98%

Net investment income

6.67% A

7.21%

8.26%

8.42% G

8.50%

9.17%

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,249

$ 94,349

$ 61,084

$ 31,456

$ 28,046

$ 13,295

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class T

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.58

$ 9.33

$ 7.89

$ 8.74

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income E

.309

.668

.717

.695 G

.753

.898

Net realized and unrealized gain (loss)

(.357)

.255

1.359

(.893) G

(.613)

(.656)

Total from investment operations

(.048)

.923

2.076

(.198)

.140

.242

Distributions from net investment income

(.333)

(.674)

(.636)

(.652)

(.750)

(.812)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.473)

(.674)

(.636)

(.652)

(.750)

(.812)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.06

$ 9.58

$ 9.33

$ 7.89

$ 8.74

$ 9.35

Total Return B, C, D

(.61)%

10.29%

27.11%

(2.47)%

1.63%

2.27%

Ratios to Average Net Assets F

Expenses before expense reductions

1.20% A

1.19%

1.19%

1.24%

1.39%

1.83%

Expenses net of voluntary waivers, if any

1.10% A

1.10%

1.10%

1.10%

1.10%

1.10%

Expenses net of all reductions

1.10% A

1.10%

1.10%

1.10%

1.09%

1.08%

Net investment income

6.57% A

7.11%

8.16%

8.32% G

8.40%

9.07%

Supplemental Data

Net assets, end of period (000 omitted)

$ 84,646

$ 91,707

$ 81,735

$ 35,751

$ 16,814

$ 8,936

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.34

$ 9.92

Income from Investment Operations

Net investment income E

.278

.606

.658

.641 G

.692

.830

Net realized and unrealized gain (loss)

(.357)

.256

1.361

(.904) G

(.601)

(.663)

Total from investment operations

(.079)

.862

2.019

(.263)

.091

.167

Distributions from net investment income

(.302)

(.613)

(.579)

(.597)

(.691)

(.747)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.442)

(.613)

(.579)

(.597)

(.691)

(.747)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.05

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.34

Total Return B, C, D

(.93)%

9.58%

26.32%

(3.23)%

1.08%

1.50%

Ratios to Average Net Assets F

Expenses before expense reductions

1.82% A

1.80%

1.80%

1.83%

1.94%

2.47%

Expenses net of voluntary waivers, if any

1.75% A

1.75%

1.75%

1.75%

1.75%

1.75%

Expenses net of all reductions

1.75% A

1.75%

1.75%

1.75%

1.75%

1.73%

Net investment income

5.92% A

6.46%

7.51%

7.67% G

7.74%

8.42%

Supplemental Data

Net assets, end of period (000 omitted)

$ 70,604

$ 79,997

$ 70,661

$ 32,854

$ 19,694

$ 10,054

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Class C

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.35

$ 9.91

Income from Investment Operations

Net investment income E

.274

.597

.651

.635 G

.684

.819

Net realized and unrealized gain (loss)

(.358)

.256

1.359

(.906) G

(.612)

(.643)

Total from investment operations

(.084)

.853

2.010

(.271)

.072

.176

Distributions from net investment income

(.297)

(.604)

(.570)

(.589)

(.682)

(.736)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.437)

(.604)

(.570)

(.589)

(.682)

(.736)

Redemption fees added to paid in capital E

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.05

$ 9.57

$ 9.32

$ 7.88

$ 8.74

$ 9.35

Total Return B, C, D

(.98)%

9.47%

26.19%

(3.32)%

.86%

1.60%

Ratios to Average Net Assets F

Expenses before expense reductions

1.89% A

1.87%

1.88%

1.90%

2.03%

2.60%

Expenses net of voluntary waivers, if any

1.85% A

1.85%

1.85%

1.85%

1.85%

1.85%

Expenses net of all reductions

1.85% A

1.85%

1.85%

1.85%

1.84%

1.83%

Net investment income

5.82% A

6.36%

7.41%

7.57% G

7.65%

8.32%

Supplemental Data

Net assets, end of period (000 omitted)

$ 57,514

$ 64,187

$ 59,655

$ 20,719

$ 14,218

$ 6,563

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.34

$ 7.90

$ 8.75

$ 9.35

$ 9.92

Income from Investment Operations

Net investment income D

.322

.690

.739

.709 F

.772

.910

Net realized and unrealized gain (loss)

(.369)

.267

1.359

(.886) F

(.599)

(.638)

Total from investment operations

(.047)

.957

2.098

(.177)

.173

.272

Distributions from net investment income

(.344)

(.698)

(.658)

(.673)

(.773)

(.842)

Distributions from net realized gain

(.140)

-

-

-

-

-

Total distributions

(.484)

(.698)

(.658)

(.670)

(.773)

(.842)

Redemption fees added to paid in capital D

.001

.001

-

-

-

-

Net asset value, end of period

$ 9.07

$ 9.60

$ 9.34

$ 7.90

$ 8.75

$ 9.35

Total Return B, C

(.59)%

10.66%

27.38%

(2.23)%

2.00%

2.57%

Ratios to Average Net Assets E

Expenses before expense reductions

.92% A

.90%

.96%

.96%

1.04%

1.62%

Expenses net of voluntary waivers, if any

.85% A

.85%

.85%

.85%

.85%

.85%

Expenses net of all reductions

.85% A

.85%

.85%

.85%

.84%

.83%

Net investment income

6.82% A

7.36%

8.41%

8.57% F

8.65%

9.32%

Supplemental Data

Net assets, end of period (000 omitted)

$ 149,150

$ 171,625

$ 108,885

$ 48,379

$ 11,381

$ 4,910

Portfolio turnover rate

108% A

126%

129%

105%

139%

157%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Effective November 30, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 9,367,653

Unrealized depreciation

(12,700,346)

Net unrealized appreciation (depreciation)

$ (3,332,693)

Cost for federal income tax purposes

$ 470,153,043

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

Semiannual Report

2. Operating Policies.

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

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $248,647,032 and $295,393,222, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 75,268

$ 656

Class T

0%

.25%

115,441

1,495

Class B

.65%

.25%

345,068

250,170

Class C

.75%

.25%

323,117

68,457

$ 858,894

$ 320,778

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

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

Retained
by FDC

Class A

$ 26,101

Class T

9,124

Class B*

89,433

Class C*

4,902

$ 129,560

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

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 97,627

.20 *

Class T

121,041

.26 *

Class B

87,733

.23 *

Class C

63,054

.20 *

Institutional Class

183,253

.23 *

$ 552,708

* Annualized

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $202,036 for the period.

5. Committed Line of Credit.

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

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions - continued

Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.00%

$ 16,466

Class T

1.10%

47,167

Class B

1.75%

28,442

Class C

1.85%

13,260

Institutional Class

.85%

54,058

$ 159,393

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $7,588.

7. Other.

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

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 3,558,015

$ 5,663,641

Class T

3,249,282

6,014,640

Class B

2,448,720

4,921,925

Class C

2,033,579

3,962,307

Institutional Class

5,768,162

10,227,655

Total

$ 17,057,758

$ 30,790,168

From net realized gain

Class A

$ 1,410,900

$ -

Class T

1,360,690

-

Class B

1,136,583

-

Class C

958,694

-

Institutional Class

2,402,480

-

Total

$ 7,269,347

$ -

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

2,428,748

5,417,201

$ 23,059,097

$ 51,022,256

Reinvestment of distributions

419,133

486,820

3,970,569

4,582,849

Shares redeemed

(1,519,549)

(2,607,162)

(14,391,460)

(24,494,194)

Net increase (decrease)

1,328,332

3,296,859

$ 12,638,206

$ 31,110,911

Class T

Shares sold

1,157,913

4,611,164

$ 11,017,499

$ 43,541,073

Reinvestment of distributions

409,659

525,473

3,880,285

4,943,576

Shares redeemed

(1,794,944)

(4,324,548)

(16,874,799)

(40,418,876)

Net increase (decrease)

(227,372)

812,089

$ (1,977,015)

$ 8,065,773

Class B

Shares sold

774,669

2,799,122

$ 7,354,190

$ 26,296,874

Reinvestment of distributions

223,674

296,344

2,118,295

2,786,337

Shares redeemed

(1,553,502)

(2,317,900)

(14,723,173)

(21,681,224)

Net increase (decrease)

(555,159)

777,566

$ (5,250,688)

$ 7,401,987

Class C

Shares sold

1,048,407

2,817,895

$ 9,983,880

$ 26,513,128

Reinvestment of distributions

200,272

256,308

1,897,285

2,410,928

Shares redeemed

(1,598,750)

(2,767,614)

(15,033,275)

(25,939,067)

Net increase (decrease)

(350,071)

306,589

$ (3,152,110)

$ 2,984,989

Institutional Class

Shares sold

4,318,016

8,400,882

$ 40,922,158

$ 79,116,765

Reinvestment of distributions

751,039

879,823

7,123,400

8,286,911

Shares redeemed

(6,515,114)

(3,048,025)

(62,031,828)

(28,650,293)

Net increase (decrease)

(1,446,059)

6,232,680

$ (13,986,270)

$ 58,753,383

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AHII-USAN-0605
1.784885.102

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

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

Intermediate Bond

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

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central funds.

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,001.40

$ 4.12**

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16**

Class T

Actual

$ 1,000.00

$ 1,000.90

$ 4.66**

HypotheticalA

$ 1,000.00

$ 1,020.13

$ 4.71**

Class B

Actual

$ 1,000.00

$ 997.50

$ 8.02**

HypotheticalA

$ 1,000.00

$ 1,016.76

$ 8.10**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 998.10

$ 8.37**

HypotheticalA

$ 1,000.00

$ 1,016.41

$ 8.45**

Institutional Class

Actual

$ 1,000.00

$ 1,002.30

$ 3.23**

HypotheticalA

$ 1,000.00

$ 1,021.57

$ 3.26**

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.83%**

Class T

.94%**

Class B

1.62%**

Class C

1.69%**

Institutional Class

.65%**

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

Annualized
Expense Ratio

Expenses Paid

Class A

.77%

Actual

$ 3.82

HypotheticalA

$ 3.86

Class T

.87%

Actual

$ 4.32

HypotheticalA

$ 4.36

Class B

1.58%

Actual

$ 7.83

HypotheticalA

$ 7.90

Class C

1.64%

Actual

$ 8.13

HypotheticalA

$ 8.20

Institutional Class

.58%

Actual

$ 2.88

HypotheticalA

$ 2.91

A 5% return per year before expenses

Semiannual Report

Investment Changes

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

U.S. Government
and U.S. Government
Agency Obligations 38.7%

U.S. Government
and U.S. Government
Agency Obligations 26.9%

AAA 15.0%

AAA 13.9%

AA 4.9%

AA 4.6%

A 15.3%

A 20.8%

BBB 17.1%

BBB 25.2%

BB and Below 0.8%

BB and Below 1.0%

Not Rated 0.5%

Not Rated 1.3%

Short-Term
Investments and
Net Other Assets 7.7%

Short-Term
Investments and
Net Other Assets 6.3%

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



Average Years to Maturity as of April 30, 2005

6 months ago

Years

4.5

4.4

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

Duration as of April 30, 2005

6 months ago

Years

3.3

3.6

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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Corporate Bonds 23.8%

Corporate Bonds 37.1%

U.S. Government
and U.S. Government
Agency Obligations 38.7%

U.S. Government
and U.S. Government
Agency Obligations 26.9%

Asset-Backed
Securities 13.0%

Asset-Backed
Securities 12.1%

CMOs and Other Mortgage Related Securities 15.3%

CMOs and Other Mortgage Related Securities 16.3%

Other Investments 1.5%

Other Investments 1.3%

Short-Term
Investments and
Net Other Assets 7.7%

Short-Term
Investments and
Net Other Assets 6.3%

* Foreign investments

7.5%

** Foreign investments

10.7%

* Futures and Swaps

9.3%

** Futures and Swaps

10.8%



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

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.2%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 1.3%

Auto Components - 0.2%

DaimlerChrysler NA Holding Corp. 7.75% 6/15/05

$ 2,100,000

$ 2,108,207

Automobiles - 0.2%

General Motors Corp. 8.25% 7/15/23

4,535,000

3,469,697

Media - 0.9%

AOL Time Warner, Inc. 6.125% 4/15/06

2,400,000

2,448,943

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,000,000

2,090,784

Cox Communications, Inc. 7.125% 10/1/12

1,235,000

1,372,274

Hearst-Argyle Television, Inc. 7% 11/15/07

1,000,000

1,063,373

Liberty Media Corp. 8.25% 2/1/30

1,665,000

1,700,340

News America Holdings, Inc. 7.375% 10/17/08

2,000,000

2,171,898

News America, Inc. 4.75% 3/15/10

2,000,000

2,009,832

12,857,444

TOTAL CONSUMER DISCRETIONARY

18,435,348

CONSUMER STAPLES - 0.6%

Food Products - 0.2%

Cadbury Schweppes U.S. Finance LLC:

3.875% 10/1/08 (b)

1,675,000

1,641,145

5.125% 10/1/13 (b)

1,055,000

1,062,473

2,703,618

Tobacco - 0.4%

Philip Morris Companies, Inc. 7.65% 7/1/08

4,635,000

5,068,271

TOTAL CONSUMER STAPLES

7,771,889

ENERGY - 2.0%

Energy Equipment & Services - 0.5%

Cooper Cameron Corp. 2.65% 4/15/07

1,555,000

1,504,755

Petronas Capital Ltd. 7% 5/22/12 (b)

4,495,000

5,050,991

6,555,746

Oil & Gas - 1.5%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (b)

1,965,000

1,966,662

EnCana Holdings Finance Corp. 5.8% 5/1/14

1,040,000

1,099,429

Enterprise Products Operating LP:

4.625% 10/15/09

1,290,000

1,269,880

5.6% 10/15/14

380,000

382,201

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

ENERGY - continued

Oil & Gas - continued

Kinder Morgan Energy Partners LP:

5.125% 11/15/14

$ 2,100,000

$ 2,086,684

5.35% 8/15/07

1,070,000

1,086,834

Nexen, Inc.:

5.05% 11/20/13

1,485,000

1,479,260

5.2% 3/10/15

1,185,000

1,172,959

Pemex Project Funding Master Trust:

6.125% 8/15/08

1,000,000

1,027,500

7.375% 12/15/14

3,000,000

3,259,500

7.875% 2/1/09 (e)

3,000,000

3,255,000

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (b)

2,100,000

2,446,931

Williams Companies, Inc. 7.125% 9/1/11

995,000

1,037,288

21,570,128

TOTAL ENERGY

28,125,874

FINANCIALS - 11.4%

Capital Markets - 1.5%

Bank of New York Co., Inc.:

3.4% 3/15/13 (e)

1,300,000

1,257,655

4.25% 9/4/12 (e)

1,510,000

1,504,091

Credit Suisse First Boston (USA), Inc. 4.7% 6/1/09

1,925,000

1,939,980

Goldman Sachs Group, Inc.:

5.25% 10/15/13

3,000,000

3,042,168

6.6% 1/15/12

3,000,000

3,297,933

Legg Mason, Inc. 6.75% 7/2/08

4,235,000

4,551,240

Lehman Brothers Holdings, Inc. 7% 2/1/08

2,400,000

2,573,069

Merrill Lynch & Co., Inc. 4.25% 2/8/10

2,740,000

2,702,528

20,868,664

Commercial Banks - 1.3%

Bank of America Corp.:

6.25% 4/15/12

840,000

918,043

7.125% 9/15/06

2,000,000

2,085,340

FleetBoston Financial Corp. 3.85% 2/15/08

1,000,000

990,075

Korea Development Bank:

3.875% 3/2/09

3,850,000

3,749,434

4.75% 7/20/09

1,300,000

1,307,006

Mellon Bank NA, Pittsburgh 7.375% 5/15/07

1,800,000

1,909,089

U.S. Bank NA, Minnesota 5.7% 12/15/08

2,000,000

2,088,816

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Commercial Banks - continued

Wachovia Bank NA 4.875% 2/1/15

$ 2,600,000

$ 2,591,628

Wachovia Corp. 4.875% 2/15/14

1,970,000

1,967,768

17,607,199

Consumer Finance - 2.5%

American General Finance Corp. 4% 3/15/11

3,020,000

2,894,096

Capital One Bank 6.5% 6/13/13

2,315,000

2,504,156

Ford Motor Credit Co. 7% 10/1/13

11,490,000

10,340,713

General Motors Acceptance Corp. 6.875% 9/15/11

4,345,000

3,806,737

Household Finance Corp. 4.125% 11/16/09

7,705,000

7,561,887

Household International, Inc. 8.875% 2/15/08

2,550,000

2,644,376

MBNA America Bank NA 4.625% 8/3/09

4,000,000

3,986,704

MBNA Corp. 6.25% 1/17/07

1,155,000

1,191,183

34,929,852

Diversified Financial Services - 1.5%

Alliance Capital Management LP 5.625% 8/15/06

1,495,000

1,520,497

CIT Group, Inc. 3.875% 11/3/08

530,000

520,005

Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (b)

705,000

755,807

Hutchison Whampoa International 03/33 Ltd. 6.25% 1/24/14 (b)

3,625,000

3,825,633

International Lease Finance Corp. 4.375% 11/1/09

2,000,000

1,983,608

J.P. Morgan Chase & Co.:

4.875% 3/15/14

2,190,000

2,173,553

5.75% 1/2/13

7,500,000

7,927,515

Salomon Smith Barney Holdings, Inc. 6.5% 2/15/08

2,425,000

2,576,526

21,283,144

Insurance - 0.7%

Aegon NV 4.75% 6/1/13

3,400,000

3,354,872

Marsh & McLennan Companies, Inc. 7.125% 6/15/09

1,480,000

1,598,954

St. Paul Travelers Companies, Inc. 6.38% 12/15/08

2,200,000

2,343,757

St. Paul Travelers Companies, Inc. 8.125% 4/15/10

1,750,000

2,013,029

9,310,612

Real Estate - 3.2%

AMB Property LP 7.2% 12/15/05

2,000,000

2,040,418

Arden Realty LP:

5.2% 9/1/11

1,200,000

1,206,682

7% 11/15/07

3,460,000

3,685,710

AvalonBay Communities, Inc. 5% 8/1/07

1,380,000

1,396,009

Boston Properties, Inc. 6.25% 1/15/13

2,830,000

3,040,654

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate - continued

Brandywine Operating Partnership LP 4.5% 11/1/09

$ 3,310,000

$ 3,242,099

BRE Properties, Inc. 5.95% 3/15/07

875,000

900,897

Camden Property Trust:

4.375% 1/15/10

1,450,000

1,419,795

5.875% 11/30/12

1,700,000

1,767,432

CarrAmerica Realty Corp. 5.25% 11/30/07

1,940,000

1,966,107

Colonial Properties Trust 4.75% 2/1/10

1,390,000

1,370,293

Developers Diversified Realty Corp.:

4.625% 8/1/10

2,325,000

2,279,681

5.25% 4/15/11

4,660,000

4,685,346

EOP Operating LP:

4.65% 10/1/10

6,440,000

6,343,593

4.75% 3/15/14

1,070,000

1,027,351

Gables Realty LP 5.75% 7/15/07

5,245,000

5,390,984

Healthcare Realty Trust, Inc. 5.125% 4/1/14

1,970,000

1,912,194

43,675,245

Thrifts & Mortgage Finance - 0.7%

Abbey National PLC 6.69% 10/17/05

1,020,000

1,034,640

Countrywide Home Loans, Inc.:

4% 3/22/11

1,890,000

1,809,970

6.935% 7/16/07

2,450,000

2,580,855

Independence Community Bank Corp. 3.75% 4/1/14 (e)

1,240,000

1,186,137

Washington Mutual, Inc.:

4.375% 1/15/08

1,665,000

1,665,425

4.625% 4/1/14

1,580,000

1,521,259

9,798,286

TOTAL FINANCIALS

157,473,002

INDUSTRIALS - 0.9%

Aerospace & Defense - 0.1%

Bombardier, Inc.:

6.3% 5/1/14 (b)

1,515,000

1,302,900

7.45% 5/1/34 (b)

60,000

49,200

1,352,100

Airlines - 0.5%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

239,326

242,392

6.978% 10/1/12

568,945

580,740

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

7.024% 4/15/11

$ 1,370,000

$ 1,398,641

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

2,020,000

1,863,680

7.92% 5/18/12

4,845,000

2,131,800

6,217,253

Road & Rail - 0.3%

Canadian Pacific Railway Co. yankee 6.25% 10/15/11

2,700,000

2,942,422

Norfolk Southern Corp. 5.257% 9/17/14

1,731,000

1,781,826

4,724,248

TOTAL INDUSTRIALS

12,293,601

INFORMATION TECHNOLOGY - 0.3%

Computers & Peripherals - 0.3%

Hewlett-Packard Co. 7.15% 6/15/05

2,400,000

2,410,637

NCR Corp. 7.125% 6/15/09

2,270,000

2,464,752

4,875,389

MATERIALS - 0.4%

Metals & Mining - 0.4%

Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (b)

5,580,000

6,075,710

TELECOMMUNICATION SERVICES - 3.6%

Diversified Telecommunication Services - 3.3%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,100,000

1,168,255

AT&T Broadband Corp. 8.375% 3/15/13

3,000,000

3,642,039

BellSouth Corp. 5.2% 9/15/14

3,710,000

3,758,341

British Telecommunications PLC:

8.375% 12/15/10

2,835,000

3,325,937

8.875% 12/15/30

775,000

1,058,296

Deutsche Telekom International Finance BV 8.5% 6/15/10

4,165,000

4,830,367

France Telecom SA 8% 3/1/11 (a)

1,860,000

2,143,546

Koninklijke KPN NV yankee 8% 10/1/10

2,940,000

3,386,909

SBC Communications, Inc. 4.125% 9/15/09

7,000,000

6,884,213

Sprint Capital Corp. 8.375% 3/15/12

2,050,000

2,427,606

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telecom Italia Capital:

4% 11/15/08

$ 3,000,000

$ 2,936,565

4% 1/15/10 (b)

1,940,000

1,874,046

4.95% 9/30/14 (b)

1,780,000

1,733,848

Telefonos de Mexico SA de CV 4.75% 1/27/10 (b)

2,425,000

2,373,609

TELUS Corp. yankee 7.5% 6/1/07

1,310,000

1,391,021

Verizon Global Funding Corp. 7.25% 12/1/10

1,697,000

1,905,577

44,840,175

Wireless Telecommunication Services - 0.3%

America Movil SA de CV 4.125% 3/1/09

1,310,000

1,267,367

AT&T Wireless Services, Inc. 7.875% 3/1/11

2,820,000

3,244,551

4,511,918

TOTAL TELECOMMUNICATION SERVICES

49,352,093

UTILITIES - 2.7%

Electric Utilities - 1.9%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

2,265,000

2,336,015

DTE Energy Co. 7.05% 6/1/11

1,608,000

1,791,873

Duke Capital LLC 6.25% 2/15/13

3,250,000

3,484,679

Exelon Corp. 6.75% 5/1/11

970,000

1,064,678

Exelon Generation Co. LLC 5.35% 1/15/14

3,000,000

3,072,453

FirstEnergy Corp.:

5.5% 11/15/06

1,500,000

1,527,746

6.45% 11/15/11

1,480,000

1,589,511

Monongahela Power Co. 5% 10/1/06

1,370,000

1,380,363

Niagara Mohawk Power Corp. 8.875% 5/15/07

400,000

435,896

Oncor Electric Delivery Co.:

5% 9/1/07

2,000,000

2,022,244

6.375% 5/1/12

1,155,000

1,256,034

Progress Energy, Inc. 7.1% 3/1/11

1,800,000

1,971,410

PSI Energy, Inc. 6.65% 6/15/06

3,775,000

3,882,799

25,815,701

Gas Utilities - 0.2%

NiSource Finance Corp. 7.875% 11/15/10

1,210,000

1,397,179

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,010,000

1,143,267

2,540,446

Multi-Utilities & Unregulated Power - 0.6%

Constellation Energy Group, Inc. 7% 4/1/12

2,017,000

2,262,213

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Dominion Resources, Inc. 6.25% 6/30/12

$ 1,795,000

$ 1,939,302

MidAmerican Energy Holdings, Inc. 5.875% 10/1/12

4,135,000

4,355,710

8,557,225

TOTAL UTILITIES

36,913,372

TOTAL NONCONVERTIBLE BONDS

(Cost $321,920,354)

321,316,278

U.S. Government and Government Agency Obligations - 30.8%

U.S. Government Agency Obligations - 11.8%

Fannie Mae:

3.25% 1/15/08

5,532,000

5,425,122

3.25% 2/15/09

28,000,000

27,139,560

4.375% 7/17/13

4,850,000

4,731,752

5.5% 3/15/11

19,700,000

20,844,314

6% 5/15/11

17,655,000

19,154,421

6.25% 2/1/11

735,000

795,049

Federal Home Loan Bank 3.75% 9/28/06

375,000

374,232

Freddie Mac:

5.25% 11/5/12

1,405,000

1,414,116

5.75% 1/15/12

25,460,000

27,423,806

5.875% 3/21/11

2,655,000

2,832,322

6.625% 9/15/09

48,400,000

53,084,249

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

163,218,943

U.S. Treasury Inflation Protected Obligations - 5.0%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

28,342,720

27,951,904

2% 1/15/14

39,645,106

41,153,280

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

69,105,184

U.S. Treasury Obligations - 14.0%

U.S. Treasury Bonds 6.25% 5/15/30

970,000

1,207,688

U.S. Treasury Notes:

2.375% 8/15/06

2,246,000

2,214,327

3.125% 1/31/07

50,200,000

49,784,294

U.S. Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

3.375% 10/15/09

$ 51,000,000

$ 49,976,022

4.25% 8/15/13

10,902,000

10,989,728

4.75% 5/15/14

76,560,000

79,807,825

TOTAL U.S. TREASURY OBLIGATIONS

193,979,884

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $427,894,942)

426,304,011

U.S. Government Agency - Mortgage Securities - 5.5%

Fannie Mae - 4.8%

3.75% 9/1/33 (e)

1,307,391

1,294,946

3.793% 6/1/34 (e)

1,030,561

1,012,987

3.83% 1/1/35 (e)

264,789

263,905

3.84% 1/1/35 (e)

700,842

697,801

3.87% 1/1/35 (e)

415,519

414,360

3.878% 11/1/34 (e)

1,573,135

1,571,674

3.913% 12/1/34 (e)

217,250

216,741

3.98% 1/1/35 (e)

332,401

331,606

3.987% 12/1/34 (e)

306,321

305,180

4% 1/1/35 (e)

212,008

211,451

4.017% 12/1/34 (e)

1,676,658

1,680,323

4.023% 2/1/35 (e)

221,331

221,056

4.029% 1/1/35 (e)

119,974

120,433

4.052% 2/1/35 (e)

217,604

217,453

4.118% 1/1/35 (e)

470,717

470,978

4.118% 2/1/35 (e)

147,180

147,722

4.12% 2/1/35 (e)

417,405

417,828

4.128% 2/1/35 (e)

853,963

854,597

4.144% 1/1/35 (e)

636,482

636,859

4.145% 2/1/35 (e)

541,210

542,042

4.151% 1/1/35 (e)

789,134

790,012

4.162% 2/1/35 (e)

414,805

416,281

4.197% 1/1/35 (e)

393,750

394,856

4.2% 1/1/35 (e)

937,704

946,636

4.202% 1/1/35 (e)

481,918

480,547

4.23% 11/1/34 (e)

137,201

137,573

4.25% 2/1/35 (e)

247,265

246,111

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.269% 10/1/34 (e)

$ 662,659

$ 668,109

4.305% 8/1/33 (e)

545,625

551,223

4.305% 7/1/34 (e)

232,116

233,829

4.318% 3/1/33 (e)

116,470

115,851

4.349% 2/1/35 (e)

171,662

171,508

4.351% 1/1/35 (e)

245,878

245,572

4.368% 2/1/34 (e)

616,977

617,976

4.4% 2/1/35 (e)

371,069

370,141

4.437% 11/1/34 (e)

3,962,539

4,005,234

4.455% 3/1/35 (e)

324,978

325,143

4.484% 10/1/34 (e)

1,450,550

1,466,944

4.493% 8/1/34 (e)

857,824

863,051

4.499% 3/1/35 (e)

724,570

724,803

4.5% 8/1/33 to 3/1/35

1,758,807

1,700,500

4.53% 3/1/35 (e)

672,479

674,581

4.572% 2/1/35 (e)

1,756,153

1,772,121

4.587% 2/1/35 (e)

2,148,743

2,156,469

4.625% 2/1/35 (e)

740,034

744,139

4.67% 11/1/34 (e)

882,587

889,153

4.694% 11/1/34 (e)

870,756

877,095

4.725% 3/1/35 (e)

2,264,023

2,293,989

4.742% 3/1/35 (e)

423,452

427,323

4.748% 7/1/34 (e)

785,028

786,186

5.5% 9/1/10 to 12/1/14

4,724,191

4,846,341

6% 5/1/16 to 4/1/17

1,705,493

1,768,277

6.5% 12/1/13 to 1/1/34

12,849,047

13,395,125

6.5% 5/1/35 (c)

2,360,481

2,454,900

7% 11/1/11 to 6/1/33

4,473,773

4,727,094

7% 5/1/20 (c)

88,453

93,124

7.5% 8/1/17 to 9/1/28

1,416,301

1,522,470

8.5% 6/1/11 to 9/1/25

193,693

210,554

9.5% 2/1/25

64,798

71,675

10.5% 8/1/20

38,244

43,773

11% 8/1/15

284,634

310,057

12.5% 12/1/13 to 4/1/15

16,045

18,090

TOTAL FANNIE MAE

67,184,378

Freddie Mac - 0.5%

4.232% 1/1/35 (e)

1,288,031

1,289,483

4.314% 12/1/34 (e)

344,819

344,154

4.37% 3/1/35 (e)

500,000

497,148

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Freddie Mac - continued

4.401% 2/1/35 (e)

$ 670,742

$ 666,917

4.434% 2/1/35 (e)

841,288

844,837

4.441% 2/1/34 (e)

437,478

435,944

4.444% 3/1/35 (e)

300,000

299,262

4.491% 3/1/35 (e)

925,000

922,688

4.504% 3/1/35 (e)

375,000

374,795

4.564% 2/1/35 (e)

544,423

541,701

8.5% 9/1/24 to 8/1/27

181,493

198,533

10% 4/1/06 to 5/1/09

6,895

7,368

10.5% 5/1/21

40,368

43,478

11% 12/1/11

2,494

2,713

11.5% 10/1/15

7,309

8,123

11.75% 10/1/10

10,913

11,830

TOTAL FREDDIE MAC

6,488,974

Government National Mortgage Association - 0.2%

6.5% 2/15/29

488,444

512,017

7% 2/15/28 to 11/15/28

1,274,711

1,352,995

7.5% 2/15/28 to 10/15/28

14,576

15,669

8% 5/15/06 to 6/15/25

139,968

144,923

8.5% 4/15/17 to 10/15/21

153,096

168,238

11% 7/20/19 to 8/20/19

12,310

13,647

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

2,207,489

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $75,461,544)

75,880,841

Asset-Backed Securities - 7.6%

ACE Securities Corp.:

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

955,000

970,176

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

525,000

525,067

Class M2, 4.27% 2/25/34 (e)

600,000

600,248

American Express Credit Account Master Trust:

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

1,430,000

1,436,120

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

5,847,608

5,860,290

AmeriCredit Automobile Receivables Trust Series 2005-1 Class E, 5.82% 6/6/12 (b)

920,000

922,484

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Ameriquest Mortgage Securities, Inc. Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

$ 300,000

$ 299,986

Class M2, 3.5% 4/25/34 (e)

225,000

224,989

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.3338% 4/15/33 (e)

482,033

482,387

Series 2003-HE7 Class A3, 3.3138% 12/15/33 (e)

1,201,941

1,206,898

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

1,290,000

1,296,195

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

1,840,000

1,862,619

Series 2004-B2 Class B2, 4.37% 4/15/12

3,100,000

3,096,222

Bear Stearns Asset Backed Securities I Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

1,555,000

1,556,840

Class M2, 3.77% 2/25/35 (e)

570,000

571,081

Capital One Master Trust:

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

2,130,000

2,147,306

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

3,015,000

3,033,713

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

875,000

876,027

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

3,535,000

3,566,881

Series 2003-B2 Class B2, 3.5% 2/17/09

1,860,000

1,852,774

Series 2003-B4 Class B4, 3.7538% 7/15/11 (e)

1,680,000

1,709,944

Series 2004-6 Class B, 4.15% 7/16/12

2,560,000

2,531,300

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.92% 10/25/33 (e)

824,992

852,327

Chase Credit Card Master Trust Series 2003-6 Class B, 3.3038% 2/15/11 (e)

2,435,000

2,455,763

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.1538% 5/15/09 (e)

1,020,000

1,019,801

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

3,500,000

3,506,025

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

1,330,000

1,361,290

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

1,275,000

1,277,731

Series 2004-3 Class M1, 3.52% 6/25/34 (e)

350,000

350,326

Discover Card Master Trust I Series 2001-6 Class A, 5.75% 12/15/08

8,000,000

8,174,268

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

300,000

303,028

Class M2, 4.77% 11/25/33 (e)

200,000

205,989

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

100,000

100,394

Class M4, 3.92% 3/25/34 (e)

75,000

75,789

Class M6, 4.27% 3/25/34 (e)

100,000

100,948

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Fremont Home Loan Trust:

Series 2004-A:

Class M1, 3.57% 1/25/34 (e)

$ 1,100,000

$ 1,099,947

Class M2, 4.17% 1/25/34 (e)

1,275,000

1,274,938

Series 2005-A:

Class M1, 3.45% 1/25/35 (e)

375,000

375,436

Class M2, 3.48% 1/25/35 (e)

550,000

550,826

Class M3, 3.51% 1/25/35 (e)

300,000

300,555

Class M4, 3.7% 1/25/35 (e)

225,000

225,833

Class M5, 3.72% 1/25/35 (e)

225,000

225,912

Class M6, 3.8% 1/25/35 (e)

250,000

250,544

GSAMP Trust Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

750,000

749,964

Class M2, 4.12% 1/25/34 (e)

400,000

399,980

Class M3, 4.32% 1/25/34 (e)

400,000

399,980

Home Equity Asset Trust:

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

120,770

121,268

Class M1, 3.9% 8/25/33 (e)

765,000

775,216

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

1,045,000

1,054,872

Class M2, 4.92% 10/25/33 (e)

1,240,000

1,257,086

Series 2004-3:

Class M2, 4.22% 8/25/34 (e)

535,000

534,974

Class M3, 4.47% 8/25/34 (e)

225,000

224,989

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (b)

31,168

31,168

Series 2003-5N Class A, 7.5% 1/27/34 (b)

12,434

12,465

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.77% 7/25/33 (e)

2,460,000

2,482,900

Class M2, 4.87% 7/25/33 (e)

1,260,000

1,288,863

MBNA Credit Card Master Note Trust:

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

350,000

352,573

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,685,000

1,693,820

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

2,530,000

2,550,568

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

500,000

499,976

Class M2, 3.57% 7/25/34 (e)

100,000

99,995

Class M3, 3.97% 7/25/34 (e)

200,000

199,990

Class M4, 4.12% 7/25/34 (e)

125,000

124,994

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 4.12% 12/27/32 (e)

460,000

466,032

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

1,450,000

1,467,888

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 665,000

$ 670,450

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 4.02% 1/25/32 (e)

1,318,275

1,325,832

Series 2002-NC1 Class M1, 3.82% 2/25/32 (b)(e)

706,794

711,961

Series 2002-NC3 Class M1, 3.74% 8/25/32 (e)

375,000

378,743

Series 2003-NC2 Class M2, 5.02% 2/25/33 (e)

710,000

724,047

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (g)

1,960,000

1,029,980

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (g)

950,000

264,107

New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.45% 1/25/33 (e)

298,110

298,351

Nissan Auto Lease Trust Series 2003-A Class A3B, 2.57% 6/15/09

8,154,153

8,077,518

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

350,000

350,279

Class M4, 3.995% 6/25/34 (e)

585,000

587,257

Sears Credit Account Master Trust II Series 2002-4
Class A, 3.0838% 8/18/09 (e)

2,700,000

2,700,902

SLM Private Credit Student Loan Trust Series 2004-A Class C, 3.44% 6/15/33 (e)

1,190,000

1,220,159

Superior Wholesale Inventory Financing Trust VII
Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

2,320,000

2,321,812

Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10

3,815,000

3,795,508

West Penn Funding LLC Series 1999-A Class A3, 6.81% 9/25/08

2,218,303

2,263,429

WFS Financial Owner Trust Series 2005-1 Class D, 4.09% 8/15/12

875,000

869,718

TOTAL ASSET-BACKED SECURITIES

(Cost $104,486,323)

105,096,831

Collateralized Mortgage Obligations - 5.4%

Private Sponsor - 4.5%

Adjustable Rate Mortgage Trust floater Series 2005-2 Class 6A2, 3.3% 6/25/35 (e)

804,991

805,872

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3605% 12/25/33 (e)

472,035

470,767

Class 2A1, 4.1884% 12/25/33 (e)

1,522,623

1,511,752

Series 2003-L Class 2A1, 3.9998% 1/25/34 (e)

2,860,945

2,831,402

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Bank of America Mortgage Securities, Inc.: - continued

Series 2004-B:

Class 1A1, 3.4341% 3/25/34 (e)

$ 1,036,342

$ 1,028,569

Class 2A2, 4.1388% 3/25/34 (e)

1,092,104

1,073,629

Series 2004-C Class 1A1, 3.3922% 4/25/34 (e)

1,812,292

1,795,347

Series 2004-D:

Class 1A1, 3.5665% 5/25/34 (e)

2,223,903

2,207,220

Class 2A2, 4.2174% 5/25/34 (e)

2,768,967

2,744,295

Series 2004-G Class 2A7, 4.6143% 8/25/34 (e)

2,248,836

2,262,543

Series 2004-H Class 2A1, 4.5236% 9/25/34 (e)

2,442,676

2,434,173

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

684,196

684,886

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

1,124,653

1,125,789

Granite Mortgages PLC floater Series 2004-2 Class 1C, 3.75% 6/20/44 (e)

1,020,000

1,022,630

Master Asset Securitization Trust Series 2004-9
Class 7A1, 6.3267% 5/25/17 (e)

2,108,365

2,147,450

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2544% 8/25/17 (e)

1,775,994

1,834,021

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-E Class XA1, 1% 10/25/28 (e)(g)

12,177,381

163,293

Series 2003-G Class XA1, 1% 1/25/29 (g)

10,756,752

151,899

Series 2003-H Class XA1, 1% 1/25/29 (b)(g)

9,378,230

134,441

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

2,828,735

2,900,134

Series 2004-SL2 Class A1, 6.5% 10/25/16

394,402

403,324

Series 2004-SL3 Class A1, 7% 8/25/16

4,555,751

4,710,575

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 4.32% 7/10/35 (b)(e)

2,328,130

2,371,782

Class B4, 4.52% 7/10/35 (b)(e)

1,746,097

1,776,654

Class B5, 5.12% 7/10/35 (b)(e)

1,649,092

1,686,196

Class B6, 5.62% 7/10/35 (b)(e)

776,043

793,504

Series 2003-CB1:

Class B3, 4.22% 6/10/35 (b)(e)

813,953

829,215

Class B4, 4.42% 6/10/35 (b)(e)

726,744

739,462

Class B5, 5.02% 6/10/35 (b)(e)

494,186

505,305

Class B6, 5.52% 6/10/35 (b)(e)

295,542

302,192

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater: - continued

Series 2004-B:

Class B4, 3.87% 2/10/36 (b)(e)

$ 296,024

$ 299,354

Class B5, 4.32% 2/10/36 (b)(e)

296,024

300,464

Class B6, 4.77% 2/10/36 (b)(e)

98,675

100,525

Series 2004-C:

Class B4, 3.72% 9/10/36 (e)

396,879

400,848

Class B5, 4.12% 9/10/36 (e)

496,099

501,680

Class B6, 4.52% 9/10/36 (e)

99,220

100,708

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

1,229,078

1,233,442

Sequoia Mortgage Funding Trust Series 2003-A
Class AX1, 0.8% 10/21/08 (b)(g)

39,661,901

339,478

Sequoia Mortgage Trust floater Series 2004-8 Class A2, 3.45% 9/20/34 (e)

2,116,571

2,117,654

WAMU Mortgage pass thru certificates:

sequential pay Series 2002-S6 Class A25, 6% 10/25/32

812,810

816,742

Series 2003-AR12 Class A5, 4.043% 2/25/34

5,000,000

4,924,696

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

335,888

349,765

Series 2004-RA2 Class 2A, 7% 7/25/33

576,688

592,898

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-T Class A1, 3.4545% 9/25/34 (e)

2,570,700

2,565,969

Series 2005-AR4 Class 2A2, 4.543% 4/25/35 (e)

2,766,727

2,757,689

Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (e)

1,610,000

1,608,302

TOTAL PRIVATE SPONSOR

62,458,535

U.S. Government Agency - 0.9%

Fannie Mae planned amortization class Series 1994-81 Class PJ, 8% 7/25/23

158,945

158,632

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class Series 2702 Class WB, 5% 4/15/17

2,480,000

2,511,531

sequential pay Series 2473 Class VK, 6.5%
10/15/18

9,558,043

9,662,631

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Government Agency - continued

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8831% 10/16/23 (e)

$ 370,000

$ 387,736

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-45 Class GC, 6.5% 10/20/30

475,202

477,447

TOTAL U.S. GOVERNMENT AGENCY

13,197,977

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $76,423,295)

75,656,512

Commercial Mortgage Securities - 8.4%

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

667,182

679,687

Series 1997-D5 Class PS1, 1.7259% 2/14/43 (e)(g)

17,615,516

925,997

Banc of America Commercial Mortgage, Inc.
Series 2002-2 Class XP, 1.7839% 7/11/43 (b)(e)(g)

11,789,538

761,074

Banc of America Large Loan, Inc. floater Series 2003-BBA2:

Class C, 3.4238% 11/15/15 (b)(e)

265,000

266,193

Class D, 3.5038% 11/15/15 (b)(e)

410,000

412,385

Class F, 3.8538% 11/15/15 (b)(e)

295,000

297,122

Class H, 4.3538% 11/15/15 (b)(e)

265,000

266,924

Class J, 4.9038% 11/15/15 (b)(e)

275,000

277,159

Class K, 5.5538% 11/15/15 (b)(e)

245,000

247,046

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

1,659,786

1,658,619

Class B, 4.92% 4/25/34 (b)(e)

174,714

175,806

Class M1, 3.58% 4/25/34 (b)(e)

174,714

175,096

Class M2, 4.22% 4/25/34 (b)(e)

87,357

87,944

Series 2004-2 Class A, 3.45% 8/25/34 (b)(e)

1,517,760

1,522,325

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

1,662,232

1,665,318

Class A2, 3.44% 1/25/35 (b)(e)

244,446

244,900

Class M1, 3.52% 1/25/35 (b)(e)

293,335

293,660

Class M2, 4.02% 1/25/35 (b)(e)

195,557

196,160

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Bear Stearns Commercial Mortgage Securities, Inc.:

floater:

Series 2003-BA1A Class A1, 3.23% 4/14/15 (b)(e)

$ 589,264

$ 589,251

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

1,505,000

1,508,296

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (b)

770,000

778,264

Series 2003-T12 Class X2, 0.7956% 8/13/39 (b)(e)(g)

6,510,351

175,776

Series 2004-ESA:

Class B, 4.888% 5/14/16 (b)

1,410,000

1,427,642

Class C, 4.937% 5/14/16 (b)

880,000

892,279

Class D, 4.986% 5/14/16 (b)

320,000

324,577

Class E, 5.064% 5/14/16 (b)

995,000

1,009,914

Class F, 5.182% 5/14/16 (b)

240,000

243,766

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6174% 5/15/35 (b)(e)(g)

23,688,242

1,345,686

Chase Commercial Mortgage Securities Corp. Series 2001-245 Class A2, 5.8567% 2/12/16 (b)(e)

980,000

1,064,749

COMM floater Series 2002-FL7:

Class A2, 3.3038% 11/15/14 (b)(e)

322,789

322,917

Class D, 3.5238% 11/15/14 (b)(e)

600,000

600,822

Commercial Mortgage Asset Trust sequential pay
Series 1999-C2 Class A1, 7.285% 11/17/32

1,806,628

1,894,309

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class B, 3.3538% 9/15/14 (b)(e)

440,000

440,229

Class D, 3.5938% 9/15/14 (b)(e)

135,000

135,052

Class E, 3.6538% 9/15/14 (b)(e)

185,000

185,172

Class F, 3.7538% 9/15/14 (b)(e)

145,000

145,154

Class G, 3.9338% 9/15/14 (b)(e)

330,000

330,395

Class H, 4.0338% 9/15/14 (b)(e)

355,000

355,425

Class J, 4.5538% 9/15/14 (b)(e)

120,000

120,143

Class K, 4.9538% 9/15/14 (b)(e)

190,000

190,226

Class L, 5.1538% 9/15/14 (b)(e)

155,000

154,975

CS First Boston Mortgage Securities Corp.:

floater Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

365,000

364,979

Class B, 3.7038% 12/15/21 (b)(e)

945,000

944,946

sequential pay:

Series 1997-C2:

Class A2, 6.52% 1/17/35

143,090

145,333

Class A3, 6.55% 1/17/35

1,245,000

1,309,962

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.: - continued

Series 1998-C1 Class A1B, 6.48% 5/17/40

$ 2,885,000

$ 3,054,272

Series 1999-C1 Class A2, 7.29% 9/15/41

7,550,000

8,293,799

Series 2001-CK3 Class A2, 6.04% 6/15/34

2,050,000

2,082,199

Series 1997-C2 Class D, 7.27% 1/17/35

755,000

818,843

Series 2001-CK6 Class AX, 0.645% 9/15/18 (g)

34,015,187

1,204,634

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

520,000

505,393

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

635,000

681,741

DLJ Commercial Mortgage Corp. sequential pay:

Series 1998-CF1 Class A1B, 6.41% 2/18/31

4,500,000

4,717,494

Series 2000-CF1:

Class A1A, 7.45% 6/10/33

1,285,433

1,314,224

Class A1B, 7.62% 6/10/33

1,855,000

2,091,467

Equitable Life Assurance Society of the United States:

sequential pay Series 174 Class A1, 7.24% 5/15/06 (b)

1,500,000

1,547,870

Series 174 Class C1, 7.52% 5/15/06 (b)

1,000,000

1,033,131

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

460,758

482,853

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.5206% 5/15/33 (b)(e)(g)

23,435,393

906,366

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (b)

4,844,005

4,909,791

Ginnie Mae guaranteed REMIC pass thru securities:

sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

2,030,000

1,975,458

Series 2003-36 Class C, 4.254% 2/16/31

1,685,000

1,652,966

Series 2003-47 Class C, 4.227% 10/16/27

3,015,000

2,972,309

Series 2003-59 Class D, 3.654% 10/16/27

3,060,000

2,912,758

Series 2003-47 Class XA, 0.2199% 6/16/43 (e)(g)

8,600,086

410,181

GMAC Commercial Mortgage Securities, Inc.
Series 2004-C3 Class X2, 0.7494% 12/10/41 (e)(g)

13,465,000

428,023

Greenwich Capital Commercial Funding Corp.
Series 2005-GG3 Class XP, 0.8016% 8/10/42 (b)(g)

61,434,000

2,482,179

GS Mortgage Securities Corp. II:

sequential pay:

Series 2001-LIBA Class A2, 6.615% 2/14/16 (b)

2,895,000

3,194,617

Series 2003-C1 Class A2A, 3.59% 1/10/40

1,560,000

1,537,885

Series 2001-LIBA Class C, 6.733% 2/14/16 (b)

815,000

896,166

Heller Financial Commercial Mortgage Asset Corp. sequential pay Series 2000-PH1 Class A1, 7.715% 1/17/34

1,274,085

1,333,361

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Hilton Hotel Pool Trust sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (b)

$ 1,332,351

$ 1,433,673

Host Marriot Pool Trust sequential pay
Series 1999-HMTA Class B, 7.3% 8/3/15 (b)

530,000

584,866

J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1 Class X2, 1.0725% 1/15/38 (b)(e)(g)

4,920,894

214,271

LB-UBS Commercial Mortgage Trust sequential pay Series 2000-C3 Class A1, 7.95% 7/15/09

1,823,130

1,924,046

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class B, 4.13% 11/20/37 (b)

4,000,000

3,747,000

Lehman Brothers Floating Rate Commercial Mortgage Trust:

floater Series 2003-LLFA Class J, 5% 12/16/14 (b)(e)

1,480,000

1,480,884

Series 2003-LLFA Class K1, 5.5% 12/16/14 (b)(e)

770,000

771,277

Morgan Stanley Capital I, Inc.:

sequential pay Series 1997-HF1 Class A2, 7.27% 7/15/29 (b)

193,301

195,589

Series 2005-IQ9 Class X2, 1.0828% 7/15/56 (b)(e)(g)

16,050,000

882,477

Morgan Stanley Dean Witter Capital I Trust sequential pay Series 2001-PPM Class A2, 6.4% 2/15/31

2,534,586

2,660,848

Mortgage Capital Funding, Inc. sequential pay
Series 1998-MC2 Class A2, 6.423% 6/18/30

1,386,362

1,457,632

Nationslink Funding Corp. sequential pay Series 1999-2 Class A1C, 7.03% 6/20/31

950,011

988,723

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (b)

2,500,000

2,635,741

Trizechahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (b)

3,675,000

3,825,308

Class C4, 6.893% 5/15/16 (b)

8,000,000

8,871,872

Wachovia Bank Commercial Mortgage Trust sequential pay Series 2003-C8 Class A3, 4.445% 11/15/35

4,050,000

4,022,116

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $115,773,794)

116,289,957

Foreign Government and Government Agency Obligations - 1.5%

Chilean Republic 7.125% 1/11/12

4,555,000

5,158,993

Israeli State 4.625% 6/15/13

480,000

466,500

Korean Republic 4.875% 9/22/14

1,415,000

1,396,285

United Mexican States:

4.625% 10/8/08

4,030,000

4,001,790

Foreign Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

United Mexican States: - continued

5.875% 1/15/14

$ 5,370,000

$ 5,423,700

7.5% 1/14/12

3,650,000

4,051,500

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $19,680,340)

20,498,768

Fixed-Income Funds - 14.4%

Shares

Fidelity Ultra-Short Central Fund (f)
(Cost $198,493,858)

1,998,361

198,876,877

Cash Equivalents - 2.6%

Maturity
Amount

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $35,754,000)

$ 35,762,828

35,754,000

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $1,375,888,450)

1,375,674,075

NET OTHER ASSETS - 0.6%

7,948,018

NET ASSETS - 100%

$ 1,383,622,093

Swap Agreements

Expiration
Date

Notional
Amount

Value

Credit Default Swap

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (d)

March 2010

$ 6,425,000

$ (26,458)

Receive quarterly a fixed rate of .7% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (d)

March 2015

6,425,000

(77,797)

Receive quarterly notional amount multiplied by .47% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,500,000

2,025

TOTAL CREDIT DEFAULT SWAP

15,350,000

(102,230)

Interest Rate Swap

Receive quarterly a fixed rate equal to 3.098% and pay quarterly a floating rate based on 3-month LIBOR with Morgan Stanley, Inc.

April 2007

14,440,000

(223,813)

Receive quarterly a fixed rate equal to 3.1422% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2007

12,300,000

(180,188)

Receive quarterly a fixed rate equal to 3.177% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

Nov. 2006

50,000,000

(444,125)

Receive quarterly a fixed rate equal to 4.3875% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2010

6,425,000

52,170

Receive quarterly a fixed rate equal to 4.774% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2015

6,425,000

119,516

Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

July 2014

5,300,000

143,883

TOTAL INTEREST RATE SWAP

94,890,000

(532,557)

Swap Agreements - continued

Expiration
Date

Notional
Amount

Value

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 45 basis points with Lehman Brothers, Inc.

July 2005

$ 2,700,000

$ 56,356

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Goldman Sachs

July 2005

1,500,000

19,563

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

600,000

6,984

Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 37 basis points with Bank of America

June 2005

2,600,000

0

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 27 basis points with Bank of America

June 2005

2,700,000

24,482

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

May 2005

5,400,000

(63,532)

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

July 2005

2,700,000

2,227

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 8 basis points with Bank of America

May 2005

2,600,000

(16,813)

TOTAL TOTAL RETURN SWAP

20,800,000

29,267

$ 131,040,000

$ (605,520)

Legend

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

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $113,747,986 or 8.2% of net assets.

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

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

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

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $35,754,000) (cost $1,375,888,450) - See accompanying schedule

$ 1,375,674,075

Cash

467

Receivable for investments sold

9,182,065

Receivable for fund shares sold

2,252,853

Interest receivable

11,486,219

Prepaid expenses

3,939

Receivable from investment adviser for expense reductions

65,089

Total assets

1,398,664,707

Liabilities

Payable for investments purchased
Regular delivery

$ 7,804,914

Delayed delivery

2,546,266

Payable for fund shares redeemed

2,549,142

Distributions payable

294,851

Swap agreements, at value

605,520

Accrued management fee

484,850

Distribution fees payable

301,526

Other affiliated payables

284,513

Other payables and accrued expenses

171,032

Total liabilities

15,042,614

Net Assets

$ 1,383,622,093

Net Assets consist of:

Paid in capital

$ 1,371,632,974

Undistributed net investment income

5,348,226

Accumulated undistributed net realized gain (loss) on investments

7,496,883

Net unrealized appreciation (depreciation) on investments

(855,990)

Net Assets

$ 1,383,622,093

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

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($193,362,266 ÷ 17,540,323 shares)

$ 11.02

Maximum offering price per share (100/96.25 of $11.02)

$ 11.45

Class T:
Net Asset Value
and redemption price per share ($666,040,382 ÷ 60,393,732 shares)

$ 11.03

Maximum offering price per share (100/97.25 of $11.03)

$ 11.34

Class B:
Net Asset Value
and offering price per share ($90,719,115 ÷ 8,236,877 shares)A

$ 11.01

Class C:
Net Asset Value
and offering price per share ($84,991,811 ÷ 7,722,545 shares)A

$ 11.01

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($348,508,519 ÷ 31,555,938 shares)

$ 11.04

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 28,612,366

Security lending

18,121

Total income

28,630,487

Expenses

Management fee

$ 2,878,217

Transfer agent fees

1,413,110

Distribution fees

1,889,778

Accounting and security lending fees

253,198

Independent trustees' compensation

3,381

Custodian fees and expenses

26,630

Registration fees

69,821

Audit

34,965

Legal

2,581

Miscellaneous

136,420

Total expenses before reductions

6,708,101

Expense reductions

(253,993)

6,454,108

Net investment income

22,176,379

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(41,603)

Futures contracts

642,445

Swap agreements

9,686,363

Total net realized gain (loss)

10,287,205

Change in net unrealized appreciation (depreciation) on:

Investment securities

(28,783,681)

Futures contracts

(775,947)

Swap agreements

(1,364,989)

Total change in net unrealized appreciation (depreciation)

(30,924,617)

Net gain (loss)

(20,637,412)

Net increase (decrease) in net assets resulting from operations

$ 1,538,967

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 22,176,379

$ 43,185,408

Net realized gain (loss)

10,287,205

21,665,513

Change in net unrealized appreciation (depreciation)

(30,924,617)

(7,465,222)

Net increase (decrease) in net assets resulting
from operations

1,538,967

57,385,699

Distributions to shareholders from net investment income

(21,700,495)

(43,133,805)

Distributions to shareholders from net realized gain

(17,912,091)

(11,494,932)

Total distributions

(39,612,586)

(54,628,737)

Share transactions - net increase (decrease)

74,372,966

42,753,199

Total increase (decrease) in net assets

36,299,347

45,510,161

Net Assets

Beginning of period

1,347,322,746

1,301,812,585

End of period (including undistributed net investment income of $5,348,226 and undistributed net investment income of $4,872,342, respectively)

$ 1,383,622,093

$ 1,347,322,746

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

$ 10.30

Income from Investment Operations

Net investment income E

.188

.385

.420

.521 G

.619

.629

Net realized and unrealized gain (loss)

(.173)

.120

.254

.055 G

.713

(.002)

Total from investment operations

.015

.505

.674

.576

1.332

.627

Distributions from net investment income

(.185)

(.385)

(.414)

(.526)

(.622)

(.627)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.335)

(.485)

(.414)

(.526)

(.622)

(.627)

Net asset value,
end of period

$ 11.02

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

Total Return B, C, D

.14%

4.58%

6.16%

5.44%

13.28%

6.32%

Ratios to Average Net Assets F

Expenses before expense reductions

.87% A

.84%

.81%

.83%

.83%

.84%

Expenses net of voluntary waivers, if any

.83% A

.84%

.81%

.83%

.83%

.84%

Expenses net of all reductions

.83% A

.84%

.81%

.82%

.82%

.84%

Net investment income

3.42% A

3.42%

3.72%

4.82% G

5.82%

6.20%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 193,362

$ 186,748

$ 166,701

$ 133,236

$ 92,027

$ 48,177

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

$ 10.31

Income from Investment Operations

Net investment income E

.183

.374

.408

.508 G

.603

.620

Net realized and unrealized gain (loss)

(.174)

.130

.253

.044 G

.713

(.006)

Total from investment operations

.009

.504

.661

.552

1.316

.614

Distributions from net investment income

(.179)

(.374)

(.401)

(.512)

(.606)

(.614)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.329)

(.474)

(.401)

(.512)

(.606)

(.614)

Net asset value,
end of period

$ 11.03

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

Total Return B, C, D

.09%

4.56%

6.03%

5.21%

13.11%

6.18%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.95%

.93%

.95%

.97%

.97%

Expenses net of voluntary waivers, if any

.94% A

.95%

.93%

.95%

.97%

.97%

Expenses net of all reductions

.94% A

.95%

.93%

.95%

.97%

.97%

Net investment income

3.32% A

3.32%

3.60%

4.70% G

5.67%

6.07%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 666,040

$ 680,947

$ 711,263

$ 684,618

$ 546,276

$ 313,887

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

$ 10.30

Income from Investment Operations

Net investment income E

.146

.295

.331

.436 G

.534

.553

Net realized and unrealized gain (loss)

(.174)

.120

.253

.044 G

.713

(.006)

Total from investment operations

(.028)

.415

.584

.480

1.247

.547

Distributions from net investment income

(.142)

(.295)

(.324)

(.440)

(.537)

(.547)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.292)

(.395)

(.324)

(.440)

(.537)

(.547)

Net asset value,
end of period

$ 11.01

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

Total Return B, C, D

(.25)%

3.75%

5.32%

4.52%

12.40%

5.50%

Ratios to Average Net Assets F

Expenses before expense reductions

1.68% A

1.66%

1.60%

1.61%

1.62%

1.62%

Expenses net of voluntary waivers, if any

1.62% A

1.65%

1.60%

1.61%

1.62%

1.62%

Expenses net of all reductions

1.62% A

1.65%

1.60%

1.61%

1.62%

1.62%

Net investment income

2.64% A

2.62%

2.92%

4.03% G

5.02%

5.42%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 90,719

$ 118,751

$ 154,697

$ 178,062

$ 113,424

$ 63,584

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

$ 10.29

Income from Investment Operations

Net investment income E

.141

.289

.322

.428 G

.525

.545

Net realized and unrealized gain (loss)

(.163)

.120

.254

.044 G

.716

(.005)

Total from investment operations

(.022)

.409

.576

.472

1.241

.540

Distributions from net investment income

(.138)

(.289)

(.316)

(.432)

(.531)

(.540)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.288)

(.389)

(.316)

(.432)

(.531)

(.540)

Net asset value,
end of period

$ 11.01

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

Total Return B, C, D

(.19)%

3.70%

5.26%

4.45%

12.34%

5.42%

Ratios to Average Net Assets F

Expenses before expense reductions

1.74% A

1.70%

1.67%

1.68%

1.69%

1.69%

Expenses net of voluntary waivers, if any

1.69% A

1.70%

1.67%

1.68%

1.69%

1.69%

Expenses net of all reductions

1.69% A

1.70%

1.67%

1.68%

1.69%

1.69%

Net investment income

2.57% A

2.57%

2.86%

3.96% G

4.96%

5.35%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 84,992

$ 91,149

$ 113,849

$ 98,158

$ 63,538

$ 20,530

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

$ 10.31

Income from Investment Operations

Net investment income D

.198

.400

.437

.539 F

.638

.656

Net realized and unrealized gain (loss)

(.174)

.122

.254

.053 F

.711

(.002)

Total from investment operations

.024

.522

.691

.592

1.349

.654

Distributions from net investment income

(.194)

(.402)

(.431)

(.542)

(.639)

(.644)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.344)

(.502)

(.431)

(.542)

(.639)

(.644)

Net asset value,
end of period

$ 11.04

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

Total Return B, C

.23%

4.72%

6.30%

5.59%

13.45%

6.59%

Ratios to Average Net Assets E

Expenses before expense reductions

.68% A

.70%

.66%

.67%

.66%

.65%

Expenses net of voluntary waivers, if any

.65% A

.70%

.66%

.67%

.66%

.65%

Expenses net of all reductions

.65% A

.70%

.66%

.67%

.66%

.65%

Net investment income

3.60% A

3.57%

3.87%

4.97% F

5.98%

6.39%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 348,509

$ 269,727

$ 155,302

$ 114,546

$ 91,168

$ 88,350

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of four years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including Underlying Funds, are valued at their net asset value each business day.

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, prior period premium and discount on debt securities, market discount, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 16,685,045

Unrealized depreciation

(15,001,450)

Net unrealized appreciation (depreciation)

$ 1,683,595

Cost for federal income tax purposes

$ 1,373,990,480

Semiannual Report

2. Operating Policies.

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

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

Futures Contracts. Certain funds may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

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

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

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

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

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $165,142,673 and $285,553,116, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 140,246

$ 1,697

Class T

0%

.25%

837,303

9,849

Class B

.65%

.25%

472,982

343,160

Class C

.75%

.25%

439,247

45,145

$ 1,889,778

$ 399,851

Sales Load. FDC receives a front-end sales charge of up to 3.75% for selling Class A shares, and 2.75% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

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

Retained
by FDC

Class A

$ 30,166

Class T

8,263

Class B*

81,600

Class C*

2,750

$ 122,779

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

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 196,451

.21*

Class T

716,772

.22*

Class B

137,504

.26*

Class C

97,094

.22*

Institutional Class

265,289

.17*

$ 1,413,110

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,410,851 for the period.

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end there were no security loans outstanding.

7. Expense Reductions.

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

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 32,546

Class T

1.00% - .93%*

124,751

Class B

1.65% - 1.58%*

30,763

Class C

1.75% - 1.68%*

21,857

Institutional Class

.75% - .68%*

38,639

$ 248,556

* Expense limitation in effect at period end.

In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,583. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 936

Class T

2,859

Class C

59

$ 3,854

Semiannual Report

8. 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.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 3,111,413

$ 5,915,915

Class T

10,786,930

22,901,690

Class B

1,340,103

3,459,536

Class C

1,091,983

2,570,379

Institutional Class

5,370,066

8,286,285

Total

$ 21,700,495

$ 43,133,805

From net realized gain

Class A

$ 2,485,599

$ 1,464,510

Class T

8,985,225

6,264,742

Class B

1,506,398

1,325,653

Class C

1,194,758

978,409

Institutional Class

3,740,111

1,461,618

Total

$ 17,912,091

$ 11,494,932

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

3,705,814

7,744,377

$ 41,064,787

$ 87,127,693

Reinvestment of distributions

433,549

582,634

4,811,955

6,563,346

Shares redeemed

(3,065,751)

(6,592,886)

(34,044,080)

(74,002,402)

Net increase (decrease)

1,073,612

1,734,125

$ 11,832,662

$ 19,688,637

Class T

Shares sold

9,100,961

21,723,985

$ 101,056,697

$ 245,032,503

Reinvestment of distributions

1,702,766

2,460,610

18,906,155

27,731,765

Shares redeemed

(10,429,994)

(26,997,272)

(115,842,154)

(304,328,408)

Net increase (decrease)

373,733

(2,812,677)

$ 4,120,698

$ (31,564,140)

Class B

Shares sold

444,760

1,709,158

$ 4,928,471

$ 19,232,641

Reinvestment of distributions

208,536

334,596

2,313,524

3,766,954

Shares redeemed

(2,896,990)

(5,246,363)

(32,083,820)

(58,993,326)

Net increase (decrease)

(2,243,694)

(3,202,609)

$ (24,841,825)

$ (35,993,731)

Class C

Shares sold

916,393

1,869,844

$ 10,156,026

$ 21,049,741

Reinvestment of distributions

174,812

258,123

1,937,699

2,904,240

Shares redeemed

(1,418,752)

(4,154,782)

(15,716,555)

(46,673,540)

Net increase (decrease)

(327,547)

(2,026,815)

$ (3,622,830)

$ (22,719,559)

Institutional Class

Shares sold

8,949,003

17,324,462

$ 99,518,593

$ 195,489,587

Reinvestment of distributions

765,000

745,564

8,501,782

8,407,041

Shares redeemed

(1,899,112)

(8,029,624)

(21,136,114)

(90,554,636)

Net increase (decrease)

7,814,891

10,040,402

$ 86,884,261

$ 113,341,992

Semiannual Report

11. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

PROPOSAL 3

To modify the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund.

# of
Votes

% of
Votes

Affirmative

554,201,279.21

71.725

Against

28,796,271.69

3.727

Abstain

35,348,779.92

4.575

Broker
Non-Votes

154,331,521.67

19.973

TOTAL

772,677,852.49

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

The following is a complete listing of Investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is an
investment of Fidelity Advisor Intermediate Bond.

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

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

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

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

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

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

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

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Money
Management, Inc.

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

LTB-USAN-0605
1.784888.102

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

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

Intermediate Bond

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central funds.

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

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

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

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

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,001.40

$ 4.12**

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16**

Class T

Actual

$ 1,000.00

$ 1,000.90

$ 4.66**

HypotheticalA

$ 1,000.00

$ 1,020.13

$ 4.71**

Class B

Actual

$ 1,000.00

$ 997.50

$ 8.02**

HypotheticalA

$ 1,000.00

$ 1,016.76

$ 8.10**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 998.10

$ 8.37**

HypotheticalA

$ 1,000.00

$ 1,016.41

$ 8.45**

Institutional Class

Actual

$ 1,000.00

$ 1,002.30

$ 3.23**

HypotheticalA

$ 1,000.00

$ 1,021.57

$ 3.26**

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

.83%**

Class T

.94%**

Class B

1.62%**

Class C

1.69%**

Institutional Class

.65%**

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

Annualized
Expense Ratio

Expenses Paid

Class A

.77%

Actual

$ 3.82

HypotheticalA

$ 3.86

Class T

.87%

Actual

$ 4.32

HypotheticalA

$ 4.36

Class B

1.58%

Actual

$ 7.83

HypotheticalA

$ 7.90

Class C

1.64%

Actual

$ 8.13

HypotheticalA

$ 8.20

Institutional Class

.58%

Actual

$ 2.88

HypotheticalA

$ 2.91

A 5% return per year before expenses

Semiannual Report

Investment Changes

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

U.S. Government
and U.S. Government
Agency Obligations 38.7%

U.S. Government
and U.S. Government
Agency Obligations 26.9%

AAA 15.0%

AAA 13.9%

AA 4.9%

AA 4.6%

A 15.3%

A 20.8%

BBB 17.1%

BBB 25.2%

BB and Below 0.8%

BB and Below 1.0%

Not Rated 0.5%

Not Rated 1.3%

Short-Term
Investments and
Net Other Assets 7.7%

Short-Term
Investments and
Net Other Assets 6.3%

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



Average Years to Maturity as of April 30, 2005

6 months ago

Years

4.5

4.4

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

Duration as of April 30, 2005

6 months ago

Years

3.3

3.6

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

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Corporate Bonds 23.8%

Corporate Bonds 37.1%

U.S. Government
and U.S. Government
Agency Obligations 38.7%

U.S. Government
and U.S. Government
Agency Obligations 26.9%

Asset-Backed
Securities 13.0%

Asset-Backed
Securities 12.1%

CMOs and Other Mortgage Related Securities 15.3%

CMOs and Other Mortgage Related Securities 16.3%

Other Investments 1.5%

Other Investments 1.3%

Short-Term
Investments and
Net Other Assets 7.7%

Short-Term
Investments and
Net Other Assets 6.3%

* Foreign investments

7.5%

** Foreign investments

10.7%

* Futures and Swaps

9.3%

** Futures and Swaps

10.8%



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

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.2%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 1.3%

Auto Components - 0.2%

DaimlerChrysler NA Holding Corp. 7.75% 6/15/05

$ 2,100,000

$ 2,108,207

Automobiles - 0.2%

General Motors Corp. 8.25% 7/15/23

4,535,000

3,469,697

Media - 0.9%

AOL Time Warner, Inc. 6.125% 4/15/06

2,400,000

2,448,943

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,000,000

2,090,784

Cox Communications, Inc. 7.125% 10/1/12

1,235,000

1,372,274

Hearst-Argyle Television, Inc. 7% 11/15/07

1,000,000

1,063,373

Liberty Media Corp. 8.25% 2/1/30

1,665,000

1,700,340

News America Holdings, Inc. 7.375% 10/17/08

2,000,000

2,171,898

News America, Inc. 4.75% 3/15/10

2,000,000

2,009,832

12,857,444

TOTAL CONSUMER DISCRETIONARY

18,435,348

CONSUMER STAPLES - 0.6%

Food Products - 0.2%

Cadbury Schweppes U.S. Finance LLC:

3.875% 10/1/08 (b)

1,675,000

1,641,145

5.125% 10/1/13 (b)

1,055,000

1,062,473

2,703,618

Tobacco - 0.4%

Philip Morris Companies, Inc. 7.65% 7/1/08

4,635,000

5,068,271

TOTAL CONSUMER STAPLES

7,771,889

ENERGY - 2.0%

Energy Equipment & Services - 0.5%

Cooper Cameron Corp. 2.65% 4/15/07

1,555,000

1,504,755

Petronas Capital Ltd. 7% 5/22/12 (b)

4,495,000

5,050,991

6,555,746

Oil & Gas - 1.5%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (b)

1,965,000

1,966,662

EnCana Holdings Finance Corp. 5.8% 5/1/14

1,040,000

1,099,429

Enterprise Products Operating LP:

4.625% 10/15/09

1,290,000

1,269,880

5.6% 10/15/14

380,000

382,201

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

ENERGY - continued

Oil & Gas - continued

Kinder Morgan Energy Partners LP:

5.125% 11/15/14

$ 2,100,000

$ 2,086,684

5.35% 8/15/07

1,070,000

1,086,834

Nexen, Inc.:

5.05% 11/20/13

1,485,000

1,479,260

5.2% 3/10/15

1,185,000

1,172,959

Pemex Project Funding Master Trust:

6.125% 8/15/08

1,000,000

1,027,500

7.375% 12/15/14

3,000,000

3,259,500

7.875% 2/1/09 (e)

3,000,000

3,255,000

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (b)

2,100,000

2,446,931

Williams Companies, Inc. 7.125% 9/1/11

995,000

1,037,288

21,570,128

TOTAL ENERGY

28,125,874

FINANCIALS - 11.4%

Capital Markets - 1.5%

Bank of New York Co., Inc.:

3.4% 3/15/13 (e)

1,300,000

1,257,655

4.25% 9/4/12 (e)

1,510,000

1,504,091

Credit Suisse First Boston (USA), Inc. 4.7% 6/1/09

1,925,000

1,939,980

Goldman Sachs Group, Inc.:

5.25% 10/15/13

3,000,000

3,042,168

6.6% 1/15/12

3,000,000

3,297,933

Legg Mason, Inc. 6.75% 7/2/08

4,235,000

4,551,240

Lehman Brothers Holdings, Inc. 7% 2/1/08

2,400,000

2,573,069

Merrill Lynch & Co., Inc. 4.25% 2/8/10

2,740,000

2,702,528

20,868,664

Commercial Banks - 1.3%

Bank of America Corp.:

6.25% 4/15/12

840,000

918,043

7.125% 9/15/06

2,000,000

2,085,340

FleetBoston Financial Corp. 3.85% 2/15/08

1,000,000

990,075

Korea Development Bank:

3.875% 3/2/09

3,850,000

3,749,434

4.75% 7/20/09

1,300,000

1,307,006

Mellon Bank NA, Pittsburgh 7.375% 5/15/07

1,800,000

1,909,089

U.S. Bank NA, Minnesota 5.7% 12/15/08

2,000,000

2,088,816

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Commercial Banks - continued

Wachovia Bank NA 4.875% 2/1/15

$ 2,600,000

$ 2,591,628

Wachovia Corp. 4.875% 2/15/14

1,970,000

1,967,768

17,607,199

Consumer Finance - 2.5%

American General Finance Corp. 4% 3/15/11

3,020,000

2,894,096

Capital One Bank 6.5% 6/13/13

2,315,000

2,504,156

Ford Motor Credit Co. 7% 10/1/13

11,490,000

10,340,713

General Motors Acceptance Corp. 6.875% 9/15/11

4,345,000

3,806,737

Household Finance Corp. 4.125% 11/16/09

7,705,000

7,561,887

Household International, Inc. 8.875% 2/15/08

2,550,000

2,644,376

MBNA America Bank NA 4.625% 8/3/09

4,000,000

3,986,704

MBNA Corp. 6.25% 1/17/07

1,155,000

1,191,183

34,929,852

Diversified Financial Services - 1.5%

Alliance Capital Management LP 5.625% 8/15/06

1,495,000

1,520,497

CIT Group, Inc. 3.875% 11/3/08

530,000

520,005

Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (b)

705,000

755,807

Hutchison Whampoa International 03/33 Ltd. 6.25% 1/24/14 (b)

3,625,000

3,825,633

International Lease Finance Corp. 4.375% 11/1/09

2,000,000

1,983,608

J.P. Morgan Chase & Co.:

4.875% 3/15/14

2,190,000

2,173,553

5.75% 1/2/13

7,500,000

7,927,515

Salomon Smith Barney Holdings, Inc. 6.5% 2/15/08

2,425,000

2,576,526

21,283,144

Insurance - 0.7%

Aegon NV 4.75% 6/1/13

3,400,000

3,354,872

Marsh & McLennan Companies, Inc. 7.125% 6/15/09

1,480,000

1,598,954

St. Paul Travelers Companies, Inc. 6.38% 12/15/08

2,200,000

2,343,757

St. Paul Travelers Companies, Inc. 8.125% 4/15/10

1,750,000

2,013,029

9,310,612

Real Estate - 3.2%

AMB Property LP 7.2% 12/15/05

2,000,000

2,040,418

Arden Realty LP:

5.2% 9/1/11

1,200,000

1,206,682

7% 11/15/07

3,460,000

3,685,710

AvalonBay Communities, Inc. 5% 8/1/07

1,380,000

1,396,009

Boston Properties, Inc. 6.25% 1/15/13

2,830,000

3,040,654

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate - continued

Brandywine Operating Partnership LP 4.5% 11/1/09

$ 3,310,000

$ 3,242,099

BRE Properties, Inc. 5.95% 3/15/07

875,000

900,897

Camden Property Trust:

4.375% 1/15/10

1,450,000

1,419,795

5.875% 11/30/12

1,700,000

1,767,432

CarrAmerica Realty Corp. 5.25% 11/30/07

1,940,000

1,966,107

Colonial Properties Trust 4.75% 2/1/10

1,390,000

1,370,293

Developers Diversified Realty Corp.:

4.625% 8/1/10

2,325,000

2,279,681

5.25% 4/15/11

4,660,000

4,685,346

EOP Operating LP:

4.65% 10/1/10

6,440,000

6,343,593

4.75% 3/15/14

1,070,000

1,027,351

Gables Realty LP 5.75% 7/15/07

5,245,000

5,390,984

Healthcare Realty Trust, Inc. 5.125% 4/1/14

1,970,000

1,912,194

43,675,245

Thrifts & Mortgage Finance - 0.7%

Abbey National PLC 6.69% 10/17/05

1,020,000

1,034,640

Countrywide Home Loans, Inc.:

4% 3/22/11

1,890,000

1,809,970

6.935% 7/16/07

2,450,000

2,580,855

Independence Community Bank Corp. 3.75% 4/1/14 (e)

1,240,000

1,186,137

Washington Mutual, Inc.:

4.375% 1/15/08

1,665,000

1,665,425

4.625% 4/1/14

1,580,000

1,521,259

9,798,286

TOTAL FINANCIALS

157,473,002

INDUSTRIALS - 0.9%

Aerospace & Defense - 0.1%

Bombardier, Inc.:

6.3% 5/1/14 (b)

1,515,000

1,302,900

7.45% 5/1/34 (b)

60,000

49,200

1,352,100

Airlines - 0.5%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

239,326

242,392

6.978% 10/1/12

568,945

580,740

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

7.024% 4/15/11

$ 1,370,000

$ 1,398,641

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

2,020,000

1,863,680

7.92% 5/18/12

4,845,000

2,131,800

6,217,253

Road & Rail - 0.3%

Canadian Pacific Railway Co. yankee 6.25% 10/15/11

2,700,000

2,942,422

Norfolk Southern Corp. 5.257% 9/17/14

1,731,000

1,781,826

4,724,248

TOTAL INDUSTRIALS

12,293,601

INFORMATION TECHNOLOGY - 0.3%

Computers & Peripherals - 0.3%

Hewlett-Packard Co. 7.15% 6/15/05

2,400,000

2,410,637

NCR Corp. 7.125% 6/15/09

2,270,000

2,464,752

4,875,389

MATERIALS - 0.4%

Metals & Mining - 0.4%

Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (b)

5,580,000

6,075,710

TELECOMMUNICATION SERVICES - 3.6%

Diversified Telecommunication Services - 3.3%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,100,000

1,168,255

AT&T Broadband Corp. 8.375% 3/15/13

3,000,000

3,642,039

BellSouth Corp. 5.2% 9/15/14

3,710,000

3,758,341

British Telecommunications PLC:

8.375% 12/15/10

2,835,000

3,325,937

8.875% 12/15/30

775,000

1,058,296

Deutsche Telekom International Finance BV 8.5% 6/15/10

4,165,000

4,830,367

France Telecom SA 8% 3/1/11 (a)

1,860,000

2,143,546

Koninklijke KPN NV yankee 8% 10/1/10

2,940,000

3,386,909

SBC Communications, Inc. 4.125% 9/15/09

7,000,000

6,884,213

Sprint Capital Corp. 8.375% 3/15/12

2,050,000

2,427,606

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telecom Italia Capital:

4% 11/15/08

$ 3,000,000

$ 2,936,565

4% 1/15/10 (b)

1,940,000

1,874,046

4.95% 9/30/14 (b)

1,780,000

1,733,848

Telefonos de Mexico SA de CV 4.75% 1/27/10 (b)

2,425,000

2,373,609

TELUS Corp. yankee 7.5% 6/1/07

1,310,000

1,391,021

Verizon Global Funding Corp. 7.25% 12/1/10

1,697,000

1,905,577

44,840,175

Wireless Telecommunication Services - 0.3%

America Movil SA de CV 4.125% 3/1/09

1,310,000

1,267,367

AT&T Wireless Services, Inc. 7.875% 3/1/11

2,820,000

3,244,551

4,511,918

TOTAL TELECOMMUNICATION SERVICES

49,352,093

UTILITIES - 2.7%

Electric Utilities - 1.9%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

2,265,000

2,336,015

DTE Energy Co. 7.05% 6/1/11

1,608,000

1,791,873

Duke Capital LLC 6.25% 2/15/13

3,250,000

3,484,679

Exelon Corp. 6.75% 5/1/11

970,000

1,064,678

Exelon Generation Co. LLC 5.35% 1/15/14

3,000,000

3,072,453

FirstEnergy Corp.:

5.5% 11/15/06

1,500,000

1,527,746

6.45% 11/15/11

1,480,000

1,589,511

Monongahela Power Co. 5% 10/1/06

1,370,000

1,380,363

Niagara Mohawk Power Corp. 8.875% 5/15/07

400,000

435,896

Oncor Electric Delivery Co.:

5% 9/1/07

2,000,000

2,022,244

6.375% 5/1/12

1,155,000

1,256,034

Progress Energy, Inc. 7.1% 3/1/11

1,800,000

1,971,410

PSI Energy, Inc. 6.65% 6/15/06

3,775,000

3,882,799

25,815,701

Gas Utilities - 0.2%

NiSource Finance Corp. 7.875% 11/15/10

1,210,000

1,397,179

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,010,000

1,143,267

2,540,446

Multi-Utilities & Unregulated Power - 0.6%

Constellation Energy Group, Inc. 7% 4/1/12

2,017,000

2,262,213

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Dominion Resources, Inc. 6.25% 6/30/12

$ 1,795,000

$ 1,939,302

MidAmerican Energy Holdings, Inc. 5.875% 10/1/12

4,135,000

4,355,710

8,557,225

TOTAL UTILITIES

36,913,372

TOTAL NONCONVERTIBLE BONDS

(Cost $321,920,354)

321,316,278

U.S. Government and Government Agency Obligations - 30.8%

U.S. Government Agency Obligations - 11.8%

Fannie Mae:

3.25% 1/15/08

5,532,000

5,425,122

3.25% 2/15/09

28,000,000

27,139,560

4.375% 7/17/13

4,850,000

4,731,752

5.5% 3/15/11

19,700,000

20,844,314

6% 5/15/11

17,655,000

19,154,421

6.25% 2/1/11

735,000

795,049

Federal Home Loan Bank 3.75% 9/28/06

375,000

374,232

Freddie Mac:

5.25% 11/5/12

1,405,000

1,414,116

5.75% 1/15/12

25,460,000

27,423,806

5.875% 3/21/11

2,655,000

2,832,322

6.625% 9/15/09

48,400,000

53,084,249

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

163,218,943

U.S. Treasury Inflation Protected Obligations - 5.0%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

28,342,720

27,951,904

2% 1/15/14

39,645,106

41,153,280

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

69,105,184

U.S. Treasury Obligations - 14.0%

U.S. Treasury Bonds 6.25% 5/15/30

970,000

1,207,688

U.S. Treasury Notes:

2.375% 8/15/06

2,246,000

2,214,327

3.125% 1/31/07

50,200,000

49,784,294

U.S. Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

3.375% 10/15/09

$ 51,000,000

$ 49,976,022

4.25% 8/15/13

10,902,000

10,989,728

4.75% 5/15/14

76,560,000

79,807,825

TOTAL U.S. TREASURY OBLIGATIONS

193,979,884

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $427,894,942)

426,304,011

U.S. Government Agency - Mortgage Securities - 5.5%

Fannie Mae - 4.8%

3.75% 9/1/33 (e)

1,307,391

1,294,946

3.793% 6/1/34 (e)

1,030,561

1,012,987

3.83% 1/1/35 (e)

264,789

263,905

3.84% 1/1/35 (e)

700,842

697,801

3.87% 1/1/35 (e)

415,519

414,360

3.878% 11/1/34 (e)

1,573,135

1,571,674

3.913% 12/1/34 (e)

217,250

216,741

3.98% 1/1/35 (e)

332,401

331,606

3.987% 12/1/34 (e)

306,321

305,180

4% 1/1/35 (e)

212,008

211,451

4.017% 12/1/34 (e)

1,676,658

1,680,323

4.023% 2/1/35 (e)

221,331

221,056

4.029% 1/1/35 (e)

119,974

120,433

4.052% 2/1/35 (e)

217,604

217,453

4.118% 1/1/35 (e)

470,717

470,978

4.118% 2/1/35 (e)

147,180

147,722

4.12% 2/1/35 (e)

417,405

417,828

4.128% 2/1/35 (e)

853,963

854,597

4.144% 1/1/35 (e)

636,482

636,859

4.145% 2/1/35 (e)

541,210

542,042

4.151% 1/1/35 (e)

789,134

790,012

4.162% 2/1/35 (e)

414,805

416,281

4.197% 1/1/35 (e)

393,750

394,856

4.2% 1/1/35 (e)

937,704

946,636

4.202% 1/1/35 (e)

481,918

480,547

4.23% 11/1/34 (e)

137,201

137,573

4.25% 2/1/35 (e)

247,265

246,111

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.269% 10/1/34 (e)

$ 662,659

$ 668,109

4.305% 8/1/33 (e)

545,625

551,223

4.305% 7/1/34 (e)

232,116

233,829

4.318% 3/1/33 (e)

116,470

115,851

4.349% 2/1/35 (e)

171,662

171,508

4.351% 1/1/35 (e)

245,878

245,572

4.368% 2/1/34 (e)

616,977

617,976

4.4% 2/1/35 (e)

371,069

370,141

4.437% 11/1/34 (e)

3,962,539

4,005,234

4.455% 3/1/35 (e)

324,978

325,143

4.484% 10/1/34 (e)

1,450,550

1,466,944

4.493% 8/1/34 (e)

857,824

863,051

4.499% 3/1/35 (e)

724,570

724,803

4.5% 8/1/33 to 3/1/35

1,758,807

1,700,500

4.53% 3/1/35 (e)

672,479

674,581

4.572% 2/1/35 (e)

1,756,153

1,772,121

4.587% 2/1/35 (e)

2,148,743

2,156,469

4.625% 2/1/35 (e)

740,034

744,139

4.67% 11/1/34 (e)

882,587

889,153

4.694% 11/1/34 (e)

870,756

877,095

4.725% 3/1/35 (e)

2,264,023

2,293,989

4.742% 3/1/35 (e)

423,452

427,323

4.748% 7/1/34 (e)

785,028

786,186

5.5% 9/1/10 to 12/1/14

4,724,191

4,846,341

6% 5/1/16 to 4/1/17

1,705,493

1,768,277

6.5% 12/1/13 to 1/1/34

12,849,047

13,395,125

6.5% 5/1/35 (c)

2,360,481

2,454,900

7% 11/1/11 to 6/1/33

4,473,773

4,727,094

7% 5/1/20 (c)

88,453

93,124

7.5% 8/1/17 to 9/1/28

1,416,301

1,522,470

8.5% 6/1/11 to 9/1/25

193,693

210,554

9.5% 2/1/25

64,798

71,675

10.5% 8/1/20

38,244

43,773

11% 8/1/15

284,634

310,057

12.5% 12/1/13 to 4/1/15

16,045

18,090

TOTAL FANNIE MAE

67,184,378

Freddie Mac - 0.5%

4.232% 1/1/35 (e)

1,288,031

1,289,483

4.314% 12/1/34 (e)

344,819

344,154

4.37% 3/1/35 (e)

500,000

497,148

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Freddie Mac - continued

4.401% 2/1/35 (e)

$ 670,742

$ 666,917

4.434% 2/1/35 (e)

841,288

844,837

4.441% 2/1/34 (e)

437,478

435,944

4.444% 3/1/35 (e)

300,000

299,262

4.491% 3/1/35 (e)

925,000

922,688

4.504% 3/1/35 (e)

375,000

374,795

4.564% 2/1/35 (e)

544,423

541,701

8.5% 9/1/24 to 8/1/27

181,493

198,533

10% 4/1/06 to 5/1/09

6,895

7,368

10.5% 5/1/21

40,368

43,478

11% 12/1/11

2,494

2,713

11.5% 10/1/15

7,309

8,123

11.75% 10/1/10

10,913

11,830

TOTAL FREDDIE MAC

6,488,974

Government National Mortgage Association - 0.2%

6.5% 2/15/29

488,444

512,017

7% 2/15/28 to 11/15/28

1,274,711

1,352,995

7.5% 2/15/28 to 10/15/28

14,576

15,669

8% 5/15/06 to 6/15/25

139,968

144,923

8.5% 4/15/17 to 10/15/21

153,096

168,238

11% 7/20/19 to 8/20/19

12,310

13,647

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

2,207,489

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $75,461,544)

75,880,841

Asset-Backed Securities - 7.6%

ACE Securities Corp.:

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

955,000

970,176

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

525,000

525,067

Class M2, 4.27% 2/25/34 (e)

600,000

600,248

American Express Credit Account Master Trust:

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

1,430,000

1,436,120

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

5,847,608

5,860,290

AmeriCredit Automobile Receivables Trust Series 2005-1 Class E, 5.82% 6/6/12 (b)

920,000

922,484

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Ameriquest Mortgage Securities, Inc. Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

$ 300,000

$ 299,986

Class M2, 3.5% 4/25/34 (e)

225,000

224,989

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.3338% 4/15/33 (e)

482,033

482,387

Series 2003-HE7 Class A3, 3.3138% 12/15/33 (e)

1,201,941

1,206,898

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

1,290,000

1,296,195

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

1,840,000

1,862,619

Series 2004-B2 Class B2, 4.37% 4/15/12

3,100,000

3,096,222

Bear Stearns Asset Backed Securities I Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

1,555,000

1,556,840

Class M2, 3.77% 2/25/35 (e)

570,000

571,081

Capital One Master Trust:

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

2,130,000

2,147,306

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

3,015,000

3,033,713

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

875,000

876,027

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

3,535,000

3,566,881

Series 2003-B2 Class B2, 3.5% 2/17/09

1,860,000

1,852,774

Series 2003-B4 Class B4, 3.7538% 7/15/11 (e)

1,680,000

1,709,944

Series 2004-6 Class B, 4.15% 7/16/12

2,560,000

2,531,300

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.92% 10/25/33 (e)

824,992

852,327

Chase Credit Card Master Trust Series 2003-6 Class B, 3.3038% 2/15/11 (e)

2,435,000

2,455,763

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.1538% 5/15/09 (e)

1,020,000

1,019,801

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

3,500,000

3,506,025

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

1,330,000

1,361,290

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

1,275,000

1,277,731

Series 2004-3 Class M1, 3.52% 6/25/34 (e)

350,000

350,326

Discover Card Master Trust I Series 2001-6 Class A, 5.75% 12/15/08

8,000,000

8,174,268

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

300,000

303,028

Class M2, 4.77% 11/25/33 (e)

200,000

205,989

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

100,000

100,394

Class M4, 3.92% 3/25/34 (e)

75,000

75,789

Class M6, 4.27% 3/25/34 (e)

100,000

100,948

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Fremont Home Loan Trust:

Series 2004-A:

Class M1, 3.57% 1/25/34 (e)

$ 1,100,000

$ 1,099,947

Class M2, 4.17% 1/25/34 (e)

1,275,000

1,274,938

Series 2005-A:

Class M1, 3.45% 1/25/35 (e)

375,000

375,436

Class M2, 3.48% 1/25/35 (e)

550,000

550,826

Class M3, 3.51% 1/25/35 (e)

300,000

300,555

Class M4, 3.7% 1/25/35 (e)

225,000

225,833

Class M5, 3.72% 1/25/35 (e)

225,000

225,912

Class M6, 3.8% 1/25/35 (e)

250,000

250,544

GSAMP Trust Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

750,000

749,964

Class M2, 4.12% 1/25/34 (e)

400,000

399,980

Class M3, 4.32% 1/25/34 (e)

400,000

399,980

Home Equity Asset Trust:

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

120,770

121,268

Class M1, 3.9% 8/25/33 (e)

765,000

775,216

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

1,045,000

1,054,872

Class M2, 4.92% 10/25/33 (e)

1,240,000

1,257,086

Series 2004-3:

Class M2, 4.22% 8/25/34 (e)

535,000

534,974

Class M3, 4.47% 8/25/34 (e)

225,000

224,989

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (b)

31,168

31,168

Series 2003-5N Class A, 7.5% 1/27/34 (b)

12,434

12,465

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.77% 7/25/33 (e)

2,460,000

2,482,900

Class M2, 4.87% 7/25/33 (e)

1,260,000

1,288,863

MBNA Credit Card Master Note Trust:

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

350,000

352,573

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,685,000

1,693,820

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

2,530,000

2,550,568

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

500,000

499,976

Class M2, 3.57% 7/25/34 (e)

100,000

99,995

Class M3, 3.97% 7/25/34 (e)

200,000

199,990

Class M4, 4.12% 7/25/34 (e)

125,000

124,994

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 4.12% 12/27/32 (e)

460,000

466,032

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

1,450,000

1,467,888

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 665,000

$ 670,450

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 4.02% 1/25/32 (e)

1,318,275

1,325,832

Series 2002-NC1 Class M1, 3.82% 2/25/32 (b)(e)

706,794

711,961

Series 2002-NC3 Class M1, 3.74% 8/25/32 (e)

375,000

378,743

Series 2003-NC2 Class M2, 5.02% 2/25/33 (e)

710,000

724,047

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (g)

1,960,000

1,029,980

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (g)

950,000

264,107

New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.45% 1/25/33 (e)

298,110

298,351

Nissan Auto Lease Trust Series 2003-A Class A3B, 2.57% 6/15/09

8,154,153

8,077,518

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

350,000

350,279

Class M4, 3.995% 6/25/34 (e)

585,000

587,257

Sears Credit Account Master Trust II Series 2002-4
Class A, 3.0838% 8/18/09 (e)

2,700,000

2,700,902

SLM Private Credit Student Loan Trust Series 2004-A Class C, 3.44% 6/15/33 (e)

1,190,000

1,220,159

Superior Wholesale Inventory Financing Trust VII
Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

2,320,000

2,321,812

Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10

3,815,000

3,795,508

West Penn Funding LLC Series 1999-A Class A3, 6.81% 9/25/08

2,218,303

2,263,429

WFS Financial Owner Trust Series 2005-1 Class D, 4.09% 8/15/12

875,000

869,718

TOTAL ASSET-BACKED SECURITIES

(Cost $104,486,323)

105,096,831

Collateralized Mortgage Obligations - 5.4%

Private Sponsor - 4.5%

Adjustable Rate Mortgage Trust floater Series 2005-2 Class 6A2, 3.3% 6/25/35 (e)

804,991

805,872

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3605% 12/25/33 (e)

472,035

470,767

Class 2A1, 4.1884% 12/25/33 (e)

1,522,623

1,511,752

Series 2003-L Class 2A1, 3.9998% 1/25/34 (e)

2,860,945

2,831,402

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Bank of America Mortgage Securities, Inc.: - continued

Series 2004-B:

Class 1A1, 3.4341% 3/25/34 (e)

$ 1,036,342

$ 1,028,569

Class 2A2, 4.1388% 3/25/34 (e)

1,092,104

1,073,629

Series 2004-C Class 1A1, 3.3922% 4/25/34 (e)

1,812,292

1,795,347

Series 2004-D:

Class 1A1, 3.5665% 5/25/34 (e)

2,223,903

2,207,220

Class 2A2, 4.2174% 5/25/34 (e)

2,768,967

2,744,295

Series 2004-G Class 2A7, 4.6143% 8/25/34 (e)

2,248,836

2,262,543

Series 2004-H Class 2A1, 4.5236% 9/25/34 (e)

2,442,676

2,434,173

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

684,196

684,886

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

1,124,653

1,125,789

Granite Mortgages PLC floater Series 2004-2 Class 1C, 3.75% 6/20/44 (e)

1,020,000

1,022,630

Master Asset Securitization Trust Series 2004-9
Class 7A1, 6.3267% 5/25/17 (e)

2,108,365

2,147,450

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2544% 8/25/17 (e)

1,775,994

1,834,021

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-E Class XA1, 1% 10/25/28 (e)(g)

12,177,381

163,293

Series 2003-G Class XA1, 1% 1/25/29 (g)

10,756,752

151,899

Series 2003-H Class XA1, 1% 1/25/29 (b)(g)

9,378,230

134,441

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

2,828,735

2,900,134

Series 2004-SL2 Class A1, 6.5% 10/25/16

394,402

403,324

Series 2004-SL3 Class A1, 7% 8/25/16

4,555,751

4,710,575

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 4.32% 7/10/35 (b)(e)

2,328,130

2,371,782

Class B4, 4.52% 7/10/35 (b)(e)

1,746,097

1,776,654

Class B5, 5.12% 7/10/35 (b)(e)

1,649,092

1,686,196

Class B6, 5.62% 7/10/35 (b)(e)

776,043

793,504

Series 2003-CB1:

Class B3, 4.22% 6/10/35 (b)(e)

813,953

829,215

Class B4, 4.42% 6/10/35 (b)(e)

726,744

739,462

Class B5, 5.02% 6/10/35 (b)(e)

494,186

505,305

Class B6, 5.52% 6/10/35 (b)(e)

295,542

302,192

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater: - continued

Series 2004-B:

Class B4, 3.87% 2/10/36 (b)(e)

$ 296,024

$ 299,354

Class B5, 4.32% 2/10/36 (b)(e)

296,024

300,464

Class B6, 4.77% 2/10/36 (b)(e)

98,675

100,525

Series 2004-C:

Class B4, 3.72% 9/10/36 (e)

396,879

400,848

Class B5, 4.12% 9/10/36 (e)

496,099

501,680

Class B6, 4.52% 9/10/36 (e)

99,220

100,708

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

1,229,078

1,233,442

Sequoia Mortgage Funding Trust Series 2003-A
Class AX1, 0.8% 10/21/08 (b)(g)

39,661,901

339,478

Sequoia Mortgage Trust floater Series 2004-8 Class A2, 3.45% 9/20/34 (e)

2,116,571

2,117,654

WAMU Mortgage pass thru certificates:

sequential pay Series 2002-S6 Class A25, 6% 10/25/32

812,810

816,742

Series 2003-AR12 Class A5, 4.043% 2/25/34

5,000,000

4,924,696

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

335,888

349,765

Series 2004-RA2 Class 2A, 7% 7/25/33

576,688

592,898

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-T Class A1, 3.4545% 9/25/34 (e)

2,570,700

2,565,969

Series 2005-AR4 Class 2A2, 4.543% 4/25/35 (e)

2,766,727

2,757,689

Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (e)

1,610,000

1,608,302

TOTAL PRIVATE SPONSOR

62,458,535

U.S. Government Agency - 0.9%

Fannie Mae planned amortization class Series 1994-81 Class PJ, 8% 7/25/23

158,945

158,632

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class Series 2702 Class WB, 5% 4/15/17

2,480,000

2,511,531

sequential pay Series 2473 Class VK, 6.5%
10/15/18

9,558,043

9,662,631

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Government Agency - continued

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8831% 10/16/23 (e)

$ 370,000

$ 387,736

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-45 Class GC, 6.5% 10/20/30

475,202

477,447

TOTAL U.S. GOVERNMENT AGENCY

13,197,977

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $76,423,295)

75,656,512

Commercial Mortgage Securities - 8.4%

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

667,182

679,687

Series 1997-D5 Class PS1, 1.7259% 2/14/43 (e)(g)

17,615,516

925,997

Banc of America Commercial Mortgage, Inc.
Series 2002-2 Class XP, 1.7839% 7/11/43 (b)(e)(g)

11,789,538

761,074

Banc of America Large Loan, Inc. floater Series 2003-BBA2:

Class C, 3.4238% 11/15/15 (b)(e)

265,000

266,193

Class D, 3.5038% 11/15/15 (b)(e)

410,000

412,385

Class F, 3.8538% 11/15/15 (b)(e)

295,000

297,122

Class H, 4.3538% 11/15/15 (b)(e)

265,000

266,924

Class J, 4.9038% 11/15/15 (b)(e)

275,000

277,159

Class K, 5.5538% 11/15/15 (b)(e)

245,000

247,046

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

1,659,786

1,658,619

Class B, 4.92% 4/25/34 (b)(e)

174,714

175,806

Class M1, 3.58% 4/25/34 (b)(e)

174,714

175,096

Class M2, 4.22% 4/25/34 (b)(e)

87,357

87,944

Series 2004-2 Class A, 3.45% 8/25/34 (b)(e)

1,517,760

1,522,325

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

1,662,232

1,665,318

Class A2, 3.44% 1/25/35 (b)(e)

244,446

244,900

Class M1, 3.52% 1/25/35 (b)(e)

293,335

293,660

Class M2, 4.02% 1/25/35 (b)(e)

195,557

196,160

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Bear Stearns Commercial Mortgage Securities, Inc.:

floater:

Series 2003-BA1A Class A1, 3.23% 4/14/15 (b)(e)

$ 589,264

$ 589,251

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

1,505,000

1,508,296

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (b)

770,000

778,264

Series 2003-T12 Class X2, 0.7956% 8/13/39 (b)(e)(g)

6,510,351

175,776

Series 2004-ESA:

Class B, 4.888% 5/14/16 (b)

1,410,000

1,427,642

Class C, 4.937% 5/14/16 (b)

880,000

892,279

Class D, 4.986% 5/14/16 (b)

320,000

324,577

Class E, 5.064% 5/14/16 (b)

995,000

1,009,914

Class F, 5.182% 5/14/16 (b)

240,000

243,766

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6174% 5/15/35 (b)(e)(g)

23,688,242

1,345,686

Chase Commercial Mortgage Securities Corp. Series 2001-245 Class A2, 5.8567% 2/12/16 (b)(e)

980,000

1,064,749

COMM floater Series 2002-FL7:

Class A2, 3.3038% 11/15/14 (b)(e)

322,789

322,917

Class D, 3.5238% 11/15/14 (b)(e)

600,000

600,822

Commercial Mortgage Asset Trust sequential pay
Series 1999-C2 Class A1, 7.285% 11/17/32

1,806,628

1,894,309

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class B, 3.3538% 9/15/14 (b)(e)

440,000

440,229

Class D, 3.5938% 9/15/14 (b)(e)

135,000

135,052

Class E, 3.6538% 9/15/14 (b)(e)

185,000

185,172

Class F, 3.7538% 9/15/14 (b)(e)

145,000

145,154

Class G, 3.9338% 9/15/14 (b)(e)

330,000

330,395

Class H, 4.0338% 9/15/14 (b)(e)

355,000

355,425

Class J, 4.5538% 9/15/14 (b)(e)

120,000

120,143

Class K, 4.9538% 9/15/14 (b)(e)

190,000

190,226

Class L, 5.1538% 9/15/14 (b)(e)

155,000

154,975

CS First Boston Mortgage Securities Corp.:

floater Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

365,000

364,979

Class B, 3.7038% 12/15/21 (b)(e)

945,000

944,946

sequential pay:

Series 1997-C2:

Class A2, 6.52% 1/17/35

143,090

145,333

Class A3, 6.55% 1/17/35

1,245,000

1,309,962

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.: - continued

Series 1998-C1 Class A1B, 6.48% 5/17/40

$ 2,885,000

$ 3,054,272

Series 1999-C1 Class A2, 7.29% 9/15/41

7,550,000

8,293,799

Series 2001-CK3 Class A2, 6.04% 6/15/34

2,050,000

2,082,199

Series 1997-C2 Class D, 7.27% 1/17/35

755,000

818,843

Series 2001-CK6 Class AX, 0.645% 9/15/18 (g)

34,015,187

1,204,634

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

520,000

505,393

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

635,000

681,741

DLJ Commercial Mortgage Corp. sequential pay:

Series 1998-CF1 Class A1B, 6.41% 2/18/31

4,500,000

4,717,494

Series 2000-CF1:

Class A1A, 7.45% 6/10/33

1,285,433

1,314,224

Class A1B, 7.62% 6/10/33

1,855,000

2,091,467

Equitable Life Assurance Society of the United States:

sequential pay Series 174 Class A1, 7.24% 5/15/06 (b)

1,500,000

1,547,870

Series 174 Class C1, 7.52% 5/15/06 (b)

1,000,000

1,033,131

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

460,758

482,853

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.5206% 5/15/33 (b)(e)(g)

23,435,393

906,366

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (b)

4,844,005

4,909,791

Ginnie Mae guaranteed REMIC pass thru securities:

sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

2,030,000

1,975,458

Series 2003-36 Class C, 4.254% 2/16/31

1,685,000

1,652,966

Series 2003-47 Class C, 4.227% 10/16/27

3,015,000

2,972,309

Series 2003-59 Class D, 3.654% 10/16/27

3,060,000

2,912,758

Series 2003-47 Class XA, 0.2199% 6/16/43 (e)(g)

8,600,086

410,181

GMAC Commercial Mortgage Securities, Inc.
Series 2004-C3 Class X2, 0.7494% 12/10/41 (e)(g)

13,465,000

428,023

Greenwich Capital Commercial Funding Corp.
Series 2005-GG3 Class XP, 0.8016% 8/10/42 (b)(g)

61,434,000

2,482,179

GS Mortgage Securities Corp. II:

sequential pay:

Series 2001-LIBA Class A2, 6.615% 2/14/16 (b)

2,895,000

3,194,617

Series 2003-C1 Class A2A, 3.59% 1/10/40

1,560,000

1,537,885

Series 2001-LIBA Class C, 6.733% 2/14/16 (b)

815,000

896,166

Heller Financial Commercial Mortgage Asset Corp. sequential pay Series 2000-PH1 Class A1, 7.715% 1/17/34

1,274,085

1,333,361

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Hilton Hotel Pool Trust sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (b)

$ 1,332,351

$ 1,433,673

Host Marriot Pool Trust sequential pay
Series 1999-HMTA Class B, 7.3% 8/3/15 (b)

530,000

584,866

J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1 Class X2, 1.0725% 1/15/38 (b)(e)(g)

4,920,894

214,271

LB-UBS Commercial Mortgage Trust sequential pay Series 2000-C3 Class A1, 7.95% 7/15/09

1,823,130

1,924,046

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class B, 4.13% 11/20/37 (b)

4,000,000

3,747,000

Lehman Brothers Floating Rate Commercial Mortgage Trust:

floater Series 2003-LLFA Class J, 5% 12/16/14 (b)(e)

1,480,000

1,480,884

Series 2003-LLFA Class K1, 5.5% 12/16/14 (b)(e)

770,000

771,277

Morgan Stanley Capital I, Inc.:

sequential pay Series 1997-HF1 Class A2, 7.27% 7/15/29 (b)

193,301

195,589

Series 2005-IQ9 Class X2, 1.0828% 7/15/56 (b)(e)(g)

16,050,000

882,477

Morgan Stanley Dean Witter Capital I Trust sequential pay Series 2001-PPM Class A2, 6.4% 2/15/31

2,534,586

2,660,848

Mortgage Capital Funding, Inc. sequential pay
Series 1998-MC2 Class A2, 6.423% 6/18/30

1,386,362

1,457,632

Nationslink Funding Corp. sequential pay Series 1999-2 Class A1C, 7.03% 6/20/31

950,011

988,723

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (b)

2,500,000

2,635,741

Trizechahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (b)

3,675,000

3,825,308

Class C4, 6.893% 5/15/16 (b)

8,000,000

8,871,872

Wachovia Bank Commercial Mortgage Trust sequential pay Series 2003-C8 Class A3, 4.445% 11/15/35

4,050,000

4,022,116

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $115,773,794)

116,289,957

Foreign Government and Government Agency Obligations - 1.5%

Chilean Republic 7.125% 1/11/12

4,555,000

5,158,993

Israeli State 4.625% 6/15/13

480,000

466,500

Korean Republic 4.875% 9/22/14

1,415,000

1,396,285

United Mexican States:

4.625% 10/8/08

4,030,000

4,001,790

Foreign Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

United Mexican States: - continued

5.875% 1/15/14

$ 5,370,000

$ 5,423,700

7.5% 1/14/12

3,650,000

4,051,500

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $19,680,340)

20,498,768

Fixed-Income Funds - 14.4%

Shares

Fidelity Ultra-Short Central Fund (f)
(Cost $198,493,858)

1,998,361

198,876,877

Cash Equivalents - 2.6%

Maturity
Amount

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $35,754,000)

$ 35,762,828

35,754,000

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $1,375,888,450)

1,375,674,075

NET OTHER ASSETS - 0.6%

7,948,018

NET ASSETS - 100%

$ 1,383,622,093

Swap Agreements

Expiration
Date

Notional
Amount

Value

Credit Default Swap

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (d)

March 2010

$ 6,425,000

$ (26,458)

Receive quarterly a fixed rate of .7% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (d)

March 2015

6,425,000

(77,797)

Receive quarterly notional amount multiplied by .47% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,500,000

2,025

TOTAL CREDIT DEFAULT SWAP

15,350,000

(102,230)

Interest Rate Swap

Receive quarterly a fixed rate equal to 3.098% and pay quarterly a floating rate based on 3-month LIBOR with Morgan Stanley, Inc.

April 2007

14,440,000

(223,813)

Receive quarterly a fixed rate equal to 3.1422% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2007

12,300,000

(180,188)

Receive quarterly a fixed rate equal to 3.177% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

Nov. 2006

50,000,000

(444,125)

Receive quarterly a fixed rate equal to 4.3875% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2010

6,425,000

52,170

Receive quarterly a fixed rate equal to 4.774% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2015

6,425,000

119,516

Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

July 2014

5,300,000

143,883

TOTAL INTEREST RATE SWAP

94,890,000

(532,557)

Swap Agreements - continued

Expiration
Date

Notional
Amount

Value

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 45 basis points with Lehman Brothers, Inc.

July 2005

$ 2,700,000

$ 56,356

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Goldman Sachs

July 2005

1,500,000

19,563

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

600,000

6,984

Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 37 basis points with Bank of America

June 2005

2,600,000

0

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 27 basis points with Bank of America

June 2005

2,700,000

24,482

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

May 2005

5,400,000

(63,532)

Receive quarterly a return equal to Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

July 2005

2,700,000

2,227

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 8 basis points with Bank of America

May 2005

2,600,000

(16,813)

TOTAL TOTAL RETURN SWAP

20,800,000

29,267

$ 131,040,000

$ (605,520)

Legend

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

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $113,747,986 or 8.2% of net assets.

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

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

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

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $35,754,000) (cost $1,375,888,450) - See accompanying schedule

$ 1,375,674,075

Cash

467

Receivable for investments sold

9,182,065

Receivable for fund shares sold

2,252,853

Interest receivable

11,486,219

Prepaid expenses

3,939

Receivable from investment adviser for expense reductions

65,089

Total assets

1,398,664,707

Liabilities

Payable for investments purchased
Regular delivery

$ 7,804,914

Delayed delivery

2,546,266

Payable for fund shares redeemed

2,549,142

Distributions payable

294,851

Swap agreements, at value

605,520

Accrued management fee

484,850

Distribution fees payable

301,526

Other affiliated payables

284,513

Other payables and accrued expenses

171,032

Total liabilities

15,042,614

Net Assets

$ 1,383,622,093

Net Assets consist of:

Paid in capital

$ 1,371,632,974

Undistributed net investment income

5,348,226

Accumulated undistributed net realized gain (loss) on investments

7,496,883

Net unrealized appreciation (depreciation) on investments

(855,990)

Net Assets

$ 1,383,622,093

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

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($193,362,266 ÷ 17,540,323 shares)

$ 11.02

Maximum offering price per share (100/96.25 of $11.02)

$ 11.45

Class T:
Net Asset Value
and redemption price per share ($666,040,382 ÷ 60,393,732 shares)

$ 11.03

Maximum offering price per share (100/97.25 of $11.03)

$ 11.34

Class B:
Net Asset Value
and offering price per share ($90,719,115 ÷ 8,236,877 shares)A

$ 11.01

Class C:
Net Asset Value
and offering price per share ($84,991,811 ÷ 7,722,545 shares)A

$ 11.01

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($348,508,519 ÷ 31,555,938 shares)

$ 11.04

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 28,612,366

Security lending

18,121

Total income

28,630,487

Expenses

Management fee

$ 2,878,217

Transfer agent fees

1,413,110

Distribution fees

1,889,778

Accounting and security lending fees

253,198

Independent trustees' compensation

3,381

Custodian fees and expenses

26,630

Registration fees

69,821

Audit

34,965

Legal

2,581

Miscellaneous

136,420

Total expenses before reductions

6,708,101

Expense reductions

(253,993)

6,454,108

Net investment income

22,176,379

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(41,603)

Futures contracts

642,445

Swap agreements

9,686,363

Total net realized gain (loss)

10,287,205

Change in net unrealized appreciation (depreciation) on:

Investment securities

(28,783,681)

Futures contracts

(775,947)

Swap agreements

(1,364,989)

Total change in net unrealized appreciation (depreciation)

(30,924,617)

Net gain (loss)

(20,637,412)

Net increase (decrease) in net assets resulting from operations

$ 1,538,967

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 22,176,379

$ 43,185,408

Net realized gain (loss)

10,287,205

21,665,513

Change in net unrealized appreciation (depreciation)

(30,924,617)

(7,465,222)

Net increase (decrease) in net assets resulting
from operations

1,538,967

57,385,699

Distributions to shareholders from net investment income

(21,700,495)

(43,133,805)

Distributions to shareholders from net realized gain

(17,912,091)

(11,494,932)

Total distributions

(39,612,586)

(54,628,737)

Share transactions - net increase (decrease)

74,372,966

42,753,199

Total increase (decrease) in net assets

36,299,347

45,510,161

Net Assets

Beginning of period

1,347,322,746

1,301,812,585

End of period (including undistributed net investment income of $5,348,226 and undistributed net investment income of $4,872,342, respectively)

$ 1,383,622,093

$ 1,347,322,746

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

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

$ 10.30

Income from Investment Operations

Net investment income E

.188

.385

.420

.521 G

.619

.629

Net realized and unrealized gain (loss)

(.173)

.120

.254

.055 G

.713

(.002)

Total from investment operations

.015

.505

.674

.576

1.332

.627

Distributions from net investment income

(.185)

(.385)

(.414)

(.526)

(.622)

(.627)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.335)

(.485)

(.414)

(.526)

(.622)

(.627)

Net asset value,
end of period

$ 11.02

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

Total Return B, C, D

.14%

4.58%

6.16%

5.44%

13.28%

6.32%

Ratios to Average Net Assets F

Expenses before expense reductions

.87% A

.84%

.81%

.83%

.83%

.84%

Expenses net of voluntary waivers, if any

.83% A

.84%

.81%

.83%

.83%

.84%

Expenses net of all reductions

.83% A

.84%

.81%

.82%

.82%

.84%

Net investment income

3.42% A

3.42%

3.72%

4.82% G

5.82%

6.20%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 193,362

$ 186,748

$ 166,701

$ 133,236

$ 92,027

$ 48,177

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

$ 10.31

Income from Investment Operations

Net investment income E

.183

.374

.408

.508 G

.603

.620

Net realized and unrealized gain (loss)

(.174)

.130

.253

.044 G

.713

(.006)

Total from investment operations

.009

.504

.661

.552

1.316

.614

Distributions from net investment income

(.179)

(.374)

(.401)

(.512)

(.606)

(.614)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.329)

(.474)

(.401)

(.512)

(.606)

(.614)

Net asset value,
end of period

$ 11.03

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

Total Return B, C, D

.09%

4.56%

6.03%

5.21%

13.11%

6.18%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.95%

.93%

.95%

.97%

.97%

Expenses net of voluntary waivers, if any

.94% A

.95%

.93%

.95%

.97%

.97%

Expenses net of all reductions

.94% A

.95%

.93%

.95%

.97%

.97%

Net investment income

3.32% A

3.32%

3.60%

4.70% G

5.67%

6.07%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 666,040

$ 680,947

$ 711,263

$ 684,618

$ 546,276

$ 313,887

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

$ 10.30

Income from Investment Operations

Net investment income E

.146

.295

.331

.436 G

.534

.553

Net realized and unrealized gain (loss)

(.174)

.120

.253

.044 G

.713

(.006)

Total from investment operations

(.028)

.415

.584

.480

1.247

.547

Distributions from net investment income

(.142)

(.295)

(.324)

(.440)

(.537)

(.547)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.292)

(.395)

(.324)

(.440)

(.537)

(.547)

Net asset value,
end of period

$ 11.01

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

Total Return B, C, D

(.25)%

3.75%

5.32%

4.52%

12.40%

5.50%

Ratios to Average Net Assets F

Expenses before expense reductions

1.68% A

1.66%

1.60%

1.61%

1.62%

1.62%

Expenses net of voluntary waivers, if any

1.62% A

1.65%

1.60%

1.61%

1.62%

1.62%

Expenses net of all reductions

1.62% A

1.65%

1.60%

1.61%

1.62%

1.62%

Net investment income

2.64% A

2.62%

2.92%

4.03% G

5.02%

5.42%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 90,719

$ 118,751

$ 154,697

$ 178,062

$ 113,424

$ 63,584

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

$ 10.29

Income from Investment Operations

Net investment income E

.141

.289

.322

.428 G

.525

.545

Net realized and unrealized gain (loss)

(.163)

.120

.254

.044 G

.716

(.005)

Total from investment operations

(.022)

.409

.576

.472

1.241

.540

Distributions from net investment income

(.138)

(.289)

(.316)

(.432)

(.531)

(.540)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.288)

(.389)

(.316)

(.432)

(.531)

(.540)

Net asset value,
end of period

$ 11.01

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

Total Return B, C, D

(.19)%

3.70%

5.26%

4.45%

12.34%

5.42%

Ratios to Average Net Assets F

Expenses before expense reductions

1.74% A

1.70%

1.67%

1.68%

1.69%

1.69%

Expenses net of voluntary waivers, if any

1.69% A

1.70%

1.67%

1.68%

1.69%

1.69%

Expenses net of all reductions

1.69% A

1.70%

1.67%

1.68%

1.69%

1.69%

Net investment income

2.57% A

2.57%

2.86%

3.96% G

4.96%

5.35%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 84,992

$ 91,149

$ 113,849

$ 98,158

$ 63,538

$ 20,530

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

$ 10.31

Income from Investment Operations

Net investment income D

.198

.400

.437

.539 F

.638

.656

Net realized and unrealized gain (loss)

(.174)

.122

.254

.053 F

.711

(.002)

Total from investment operations

.024

.522

.691

.592

1.349

.654

Distributions from net investment income

(.194)

(.402)

(.431)

(.542)

(.639)

(.644)

Distributions from net realized gain

(.150)

(.100)

-

-

-

-

Total distributions

(.344)

(.502)

(.431)

(.542)

(.639)

(.644)

Net asset value,
end of period

$ 11.04

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

Total Return B, C

.23%

4.72%

6.30%

5.59%

13.45%

6.59%

Ratios to Average Net Assets E

Expenses before expense reductions

.68% A

.70%

.66%

.67%

.66%

.65%

Expenses net of voluntary waivers, if any

.65% A

.70%

.66%

.67%

.66%

.65%

Expenses net of all reductions

.65% A

.70%

.66%

.67%

.66%

.65%

Net investment income

3.60% A

3.57%

3.87%

4.97% F

5.98%

6.39%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 348,509

$ 269,727

$ 155,302

$ 114,546

$ 91,168

$ 88,350

Portfolio turnover rate

117% A

96%

108%

121%

112%

153%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of four years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including Underlying Funds, are valued at their net asset value each business day.

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, prior period premium and discount on debt securities, market discount, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 16,685,045

Unrealized depreciation

(15,001,450)

Net unrealized appreciation (depreciation)

$ 1,683,595

Cost for federal income tax purposes

$ 1,373,990,480

Semiannual Report

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Semiannual Report

2. Operating Policies - continued

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $165,142,673 and $285,553,116, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 140,246

$ 1,697

Class T

0%

.25%

837,303

9,849

Class B

.65%

.25%

472,982

343,160

Class C

.75%

.25%

439,247

45,145

$ 1,889,778

$ 399,851

Sales Load. FDC receives a front-end sales charge of up to 3.75% for selling Class A shares, and 2.75% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 30,166

Class T

8,263

Class B*

81,600

Class C*

2,750

$ 122,779

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 196,451

.21*

Class T

716,772

.22*

Class B

137,504

.26*

Class C

97,094

.22*

Institutional Class

265,289

.17*

$ 1,413,110

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,410,851 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end there were no security loans outstanding.

7. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 32,546

Class T

1.00% - .93%*

124,751

Class B

1.65% - 1.58%*

30,763

Class C

1.75% - 1.68%*

21,857

Institutional Class

.75% - .68%*

38,639

$ 248,556

* Expense limitation in effect at period end.

In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,583. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 936

Class T

2,859

Class C

59

$ 3,854

Semiannual Report

8. 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.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 3,111,413

$ 5,915,915

Class T

10,786,930

22,901,690

Class B

1,340,103

3,459,536

Class C

1,091,983

2,570,379

Institutional Class

5,370,066

8,286,285

Total

$ 21,700,495

$ 43,133,805

From net realized gain

Class A

$ 2,485,599

$ 1,464,510

Class T

8,985,225

6,264,742

Class B

1,506,398

1,325,653

Class C

1,194,758

978,409

Institutional Class

3,740,111

1,461,618

Total

$ 17,912,091

$ 11,494,932

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

3,705,814

7,744,377

$ 41,064,787

$ 87,127,693

Reinvestment of distributions

433,549

582,634

4,811,955

6,563,346

Shares redeemed

(3,065,751)

(6,592,886)

(34,044,080)

(74,002,402)

Net increase (decrease)

1,073,612

1,734,125

$ 11,832,662

$ 19,688,637

Class T

Shares sold

9,100,961

21,723,985

$ 101,056,697

$ 245,032,503

Reinvestment of distributions

1,702,766

2,460,610

18,906,155

27,731,765

Shares redeemed

(10,429,994)

(26,997,272)

(115,842,154)

(304,328,408)

Net increase (decrease)

373,733

(2,812,677)

$ 4,120,698

$ (31,564,140)

Class B

Shares sold

444,760

1,709,158

$ 4,928,471

$ 19,232,641

Reinvestment of distributions

208,536

334,596

2,313,524

3,766,954

Shares redeemed

(2,896,990)

(5,246,363)

(32,083,820)

(58,993,326)

Net increase (decrease)

(2,243,694)

(3,202,609)

$ (24,841,825)

$ (35,993,731)

Class C

Shares sold

916,393

1,869,844

$ 10,156,026

$ 21,049,741

Reinvestment of distributions

174,812

258,123

1,937,699

2,904,240

Shares redeemed

(1,418,752)

(4,154,782)

(15,716,555)

(46,673,540)

Net increase (decrease)

(327,547)

(2,026,815)

$ (3,622,830)

$ (22,719,559)

Institutional Class

Shares sold

8,949,003

17,324,462

$ 99,518,593

$ 195,489,587

Reinvestment of distributions

765,000

745,564

8,501,782

8,407,041

Shares redeemed

(1,899,112)

(8,029,624)

(21,136,114)

(90,554,636)

Net increase (decrease)

7,814,891

10,040,402

$ 86,884,261

$ 113,341,992

Semiannual Report

11. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

PROPOSAL 3

To modify the fundamental investment objective of Fidelity Advisor Intermediate Bond Fund.

# of
Votes

% of
Votes

Affirmative

554,201,279.21

71.725

Against

28,796,271.69

3.727

Abstain

35,348,779.92

4.575

Broker
Non-Votes

154,331,521.67

19.973

TOTAL

772,677,852.49

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

The following is a complete listing of Investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is an
investment of Fidelity Advisor Intermediate Bond.

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Money
Management, Inc.

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

LTBI-USAN-0605
1.784889.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Mortgage Securities
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's Fixed-Income Central Funds.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,009.90

$ 4.24**

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26**

Class T

Actual

$ 1,000.00

$ 1,010.40

$ 4.69**

HypotheticalA

$ 1,000.00

$ 1,020.13

$ 4.71**

Class B

Actual

$ 1,000.00

$ 1,007.10

$ 7.96**

HypotheticalA

$ 1,000.00

$ 1,016.86

$ 8.00**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,006.70

$ 8.36**

HypotheticalA

$ 1,000.00

$ 1,016.46

$ 8.40**

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,011.80

$ 3.19**

HypotheticalA

$ 1,000.00

$ 1,021.62

$ 3.21**

Institutional Class

Actual

$ 1,000.00

$ 1,011.80

$ 3.34**

HypotheticalA

$ 1,000.00

$ 1,021.47

$ 3.36**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.85%**

Class T

.94%**

Class B

1.60%**

Class C

1.68%**

Fidelity Mortgage Securities Fund

.64%**

Institutional Class

.67%**

** If contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense Ratio

Expenses
Paid

Class A

.74%

Actual

$ 3.69

HypotheticalA

$ 3.71

Class T

.82%

Actual

$ 4.09

HypotheticalA

$ 4.11

Class B

1.50%

Actual

$ 7.47

HypotheticalA

$ 7.50

Class C

1.56%

Actual

$ 7.76

HypotheticalA

$ 7.80

Annualized
Expense Ratio

Expenses
Paid

Fidelity Mortgage Securities Fund

.45%

Actual

$ 2.25

HypotheticalA

$ 2.26

Institutional Class

.52%

Actual

$ 2.59

HypotheticalA

$ 2.61

A 5% return per year before expenses

Semiannual Report

Investment Changes

Coupon Distribution as of April 30, 2005

% of fund's
investments

% of fund's investments
6 months ago

Zero coupon bonds

0.3

0.0

Less than 3%

1.2

11.5

3 - 3.99%

9.2

3.3

4 - 4.99%

22.8

17.3

5 - 5.99%

30.0

29.0

6 - 6.99%

15.7

17.6

7% and over

3.7

5.7

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of April 30, 2005

6 months ago

Years

4.2

3.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of April 30, 2005

6 months ago

Years

2.6

2.9

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Mortgage
Securities 83.3%

Mortgage
Securities 73.4%

Corporate Bonds 0.7%

Corporate Bonds 0.7%

CMOs and Other Mortgage Related Securities 12.5%

CMOs and Other Mortgage Related Securities 17.1%

U.S. Government
Agency Obligations 0.4%

U.S. Government
Agency Obligations 1.6%

Asset-Backed
Securities 6.9%

Asset-Backed
Securities 8.2%

Short-Term
Investments and
Net Other Assets(dagger) (3.8)%

Short-Term
Investments and
Net Other Assets(dagger) (1.0)%

* Foreign investments

0.5%

** Foreign investments

0.7%

* Futures and Swaps

(0.2)%

** Futures and Swaps

(1.2)%



* Short-term Investments and Net Other Assets are not included in the pie chart.

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 83.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - 65.0%

3.737% 1/1/35 (c)

$ 539

$ 536

3.793% 6/1/34 (c)

1,616

1,589

3.827% 12/1/34 (c)

107

106

3.83% 1/1/35 (c)

385

384

3.836% 6/1/33 (c)

271

269

3.84% 1/1/35 (c)

1,063

1,059

3.87% 1/1/35 (c)

635

634

3.878% 6/1/33 (c)

1,576

1,567

3.878% 11/1/34 (c)

2,297

2,295

3.913% 12/1/34 (c)

338

337

3.941% 10/1/34 (c)

466

464

3.975% 11/1/34 (c)

726

723

3.98% 1/1/35 (c)

499

497

3.987% 12/1/34 (c)

448

446

4% 6/1/18 to 5/1/19

23,233

22,570

4% 5/1/20 (b)

56,763

55,007

4% 5/17/20 (b)

47,000

45,546

4% 1/1/35 (c)

306

305

4.017% 12/1/34 (c)

2,539

2,544

4.021% 12/1/34 (c)

388

386

4.023% 2/1/35 (c)

320

319

4.025% 1/1/35 (c)

664

662

4.029% 1/1/35 (c)

168

169

4.037% 12/1/34 (c)

240

240

4.048% 1/1/35 (c)

315

314

4.052% 2/1/35 (c)

314

314

4.072% 12/1/34 (c)

657

657

4.105% 1/1/35 (c)

699

701

4.118% 1/1/35 (c)

708

709

4.118% 2/1/35 (c)

245

246

4.12% 2/1/35 (c)

638

639

4.127% 1/1/35 (c)

703

707

4.128% 2/1/35 (c)

1,293

1,294

4.144% 1/1/35 (c)

979

980

4.145% 2/1/35 (c)

787

788

4.151% 1/1/35 (c)

1,186

1,187

4.162% 2/1/35 (c)

659

661

4.17% 11/1/34 (c)

603

603

4.197% 1/1/35 (c)

591

592

4.2% 1/1/35 (c)

1,383

1,396

4.202% 1/1/35 (c)

747

745

4.23% 11/1/34 (c)

196

197

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.25% 2/1/35 (c)

$ 371

$ 369

4.269% 10/1/34 (c)

1,018

1,026

4.305% 8/1/33 (c)

859

868

4.305% 7/1/34 (c)

359

361

4.318% 3/1/33 (c)

183

182

4.324% 12/1/34 (c)

246

246

4.349% 2/1/35 (c)

270

270

4.351% 1/1/35 (c)

369

368

4.368% 2/1/34 (c)

954

955

4.4% 2/1/35 (c)

569

568

4.437% 11/1/34 (c)

5,795

5,858

4.455% 3/1/35 (c)

500

500

4.484% 10/1/34 (c)

2,208

2,233

4.493% 8/1/34 (c)

1,323

1,332

4.499% 3/1/35 (c)

1,124

1,125

4.5% 5/1/20 (b)

167,000

165,069

4.5% 10/1/28 to 5/1/35

222,839

215,517

4.53% 3/1/35 (c)

1,046

1,049

4.549% 8/1/34 (c)

815

822

4.572% 2/1/35 (c)

2,707

2,732

4.587% 2/1/35 (c)

3,330

3,342

4.625% 2/1/35 (c)

1,150

1,156

4.67% 11/1/34 (c)

1,368

1,378

4.694% 11/1/34 (c)

1,355

1,364

4.742% 3/1/35 (c)

648

654

4.748% 7/1/34 (c)

1,221

1,223

5% 9/1/16 to 12/1/34

203,534

202,846

5% 5/1/20 (b)

35,000

35,230

5% 5/1/35 (b)

77,043

76,224

5.5% 4/1/09 to 12/1/33

176,418

179,798

5.5% 5/17/20 (b)

13,000

13,305

5.5% 5/1/35 (b)

14,288

14,418

5.5% 5/12/35 (b)

56,000

56,508

6% 4/1/06 to 1/1/34

120,702

124,876

6.5% 6/1/23 to 5/1/33

72,590

75,729

6.5% 5/1/35 (b)

721

750

6.5% 5/12/35 (b)

40,000

41,600

7% 3/1/17 to 7/1/33

9,763

10,332

7.5% 4/1/22 to 9/1/32

4,801

5,142

8% 9/1/07 to 12/1/29

33

36

8.25% 1/1/13

4

5

8.5% 1/1/16 to 7/1/31

586

627

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

8.75% 11/1/08

$ 2

$ 2

9% 6/1/09 to 10/1/30

1,341

1,479

9.5% 11/1/06 to 8/1/22

241

264

11% 8/1/10

129

141

12.25% 5/1/13 to 5/1/15

53

60

12.5% 8/1/15 to 3/1/16

69

77

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

35

40

1,401,446

Freddie Mac - 12.5%

4.232% 1/1/35 (c)

612

612

4.314% 12/1/34 (c)

542

541

4.364% 1/1/35 (c)

1,376

1,381

4.37% 3/1/35 (c)

775

771

4.401% 2/1/35 (c)

1,068

1,062

4.434% 2/1/35 (c)

1,274

1,279

4.441% 2/1/34 (c)

666

663

4.444% 3/1/35 (c)

475

474

4.491% 3/1/35 (c)

1,425

1,421

4.504% 3/1/35 (c)

575

575

4.564% 2/1/35 (c)

841

837

4.985% 8/1/33 (c)

265

268

5% 7/1/33 to 10/1/33

2,981

2,960

5% 5/1/35 (b)

131,431

129,993

5.5% 3/1/29 to 3/1/35

96,915

98,066

6% 5/1/16 to 5/1/33

7,110

7,326

6.5% 1/1/24 to 9/1/24

2,567

2,682

7.5% 2/1/08 to 7/1/32

16,328

17,384

8% 10/1/07 to 4/1/21

92

98

8.5% 7/1/09 to 9/1/20

243

261

9% 9/1/08 to 5/1/21

689

741

10% 1/1/09 to 5/1/19

207

227

10.5% 8/1/10 to 2/1/16

18

20

12.25% 6/1/14

15

17

12.5% 5/1/12 to 12/1/14

123

138

13% 12/1/13 to 6/1/15

215

242

270,039

Government National Mortgage Association - 5.8%

6% 10/20/33 to 1/20/34

106,193

109,481

6.5% 5/15/28 to 7/15/34

3,281

3,438

7% 2/15/24 to 7/15/32

5,033

5,339

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

7.5% 7/15/05 to 4/15/32

$ 2,839

$ 3,053

8% 6/15/06 to 12/15/25

1,152

1,244

8.5% 7/15/16 to 10/15/28

1,808

1,989

9% 11/20/17

2

2

9.5% 12/15/24

5

5

10.5% 12/20/15 to 2/20/18

89

100

13% 10/15/13

31

35

13.5% 7/15/11 to 10/15/14

19

21

124,707

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,789,862)

1,796,192

Asset-Backed Securities - 0.9%

ACE Securities Corp. Series 2003-FM1 Class M2, 4.87% 11/25/32 (c)

1,450

1,473

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.92% 10/25/33 (c)

1,265

1,307

Home Equity Asset Trust NIMS Trust Series 2003-2N Class A, 8% 9/27/33 (a)

22

22

Home Equity Residual Distributions Trust Series 2002-1 Class A, 12.25% 11/25/05 (a)

525

525

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.77% 7/25/33 (c)

3,770

3,805

Class M2, 4.87% 7/25/33 (c)

2,600

2,660

Morgan Stanley ABS Capital I, Inc. Series 2003-NC6 Class M2, 4.97% 6/27/33 (c)

6,165

6,339

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

1,570

1,554

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

1,470

1,427

TOTAL ASSET-BACKED SECURITIES

(Cost $18,833)

19,112

Collateralized Mortgage Obligations - 4.9%

Private Sponsor - 1.2%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 3.42% 3/25/35 (c)

1,577

1,582

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,525

1,532

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - continued

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

$ 6,554

$ 6,597

CS First Boston Mortgage Securities Corp.:

Series 2002-15R Class A1, 8.2345% 1/28/32 (a)(c)

1,000

990

Series 2003-TFLA Class F, 3.37% 4/15/13 (a)(c)

1,400

1,395

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

9,726

9,809

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,890

1,938

Series 2004-SL2 Class A1, 6.5% 10/25/16

509

521

WAMU Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

1,131

1,137

TOTAL PRIVATE SPONSOR

25,501

U.S. Government Agency - 3.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

3,326

3,432

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,664

Series 1999-15 Class PC, 6% 9/25/18

4,647

4,749

Series 2003-26 Class KI, 5% 12/25/15 (e)

5,660

534

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,526

Series 2002-11 Class QB, 5.5% 3/25/15

1,986

2,008

Series 2002-9 Class C, 6.5% 6/25/30

5,000

5,135

Series 2003-73 Class GA, 3.5% 5/25/31

14,204

13,609

sequential pay Series 2001-82 Class VB, 6.5% 3/25/16

2,336

2,339

Series 2002-50 Class LE, 7% 12/25/29

514

519

Series 2003-42 Class HS, 4.25% 12/25/17 (c)(e)

15,389

1,234

Freddie Mac:

planned amortization class Series 70 Class C, 9% 9/15/20

276

276

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,366

1,424

Series 2516 Class AH, 5% 1/15/16

744

750

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043 Class CJ, 6.5% 4/15/28

2,532

2,655

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2557 Class MA, 4.5% 7/15/16

$ 232

$ 232

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,309

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,168

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,830

sequential pay Series 2750 Class ZT, 5% 2/15/34

2,300

2,098

Series 1658 Class GZ, 7% 1/15/24

4,785

5,017

Series 2907 Class HZ, 5% 12/15/34

3,568

3,580

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-53 Class TA, 6% 12/20/30

417

419

TOTAL U.S. GOVERNMENT AGENCY

80,507

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $103,765)

106,008

Commercial Mortgage Securities - 3.6%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7259% 2/14/43 (c)(e)

40,356

2,121

Bear Stearns Commercial Mortgage Securities, Inc. Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

560

567

Class C, 4.937% 5/14/16 (a)

1,165

1,181

Class D, 4.986% 5/14/16 (a)

425

431

Class E, 5.064% 5/14/16 (a)

1,315

1,335

Class F, 5.182% 5/14/16 (a)

315

320

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6174% 5/15/35 (a)(c)(e)

32,400

1,841

Chase Commercial Mortgage Securities Corp.
Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,220

Class F, 7.734% 1/15/32

600

649

COMM floater Series 2001-FL5A Class E, 4.4538% 11/15/13 (a)(c)

3,205

3,204

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class D, 3.5938% 9/15/14 (a)(c)

185

185

Class E, 3.6538% 9/15/14 (a)(c)

250

250

Class F, 3.7538% 9/15/14 (a)(c)

200

200

Commercial Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Commercial Mortgage pass thru certificates floater Series 2004-CNL: - continued

Class G, 3.9338% 9/15/14 (a)(c)

$ 455

$ 456

Class H, 4.0338% 9/15/14 (a)(c)

485

486

Class J, 4.5538% 9/15/14 (a)(c)

165

165

Class K, 4.9538% 9/15/14 (a)(c)

260

260

Class L, 5.1538% 9/15/14 (a)(c)

210

210

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

195

198

Series 1999-C1 Class A2, 7.29% 9/15/41

6,100

6,701

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,613

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,763

Series 2003-TFLA Class G, 3.37% 4/15/13 (a)(c)

700

680

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,492

Fannie Mae sequential pay:

Series 1999-10 Class MZ, 6.5% 9/17/38

4,523

4,757

Series 2000-7 Class MB, 7.5147% 2/17/24 (c)

5,505

5,819

Fannie Mae guaranteed REMIC pass thru certificates Series 1998-49 Class MI, 0.8619% 6/17/38 (c)(e)

99,210

4,367

Greenwich Capital Commercial Funding Corp.:

floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (a)(c)

1,015

1,015

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,600

GS Mortgage Securities Corp. II Series 1998-GLII
Class E, 6.9716% 4/13/31 (c)

390

412

Host Marriot Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

866

LB-UBS Commercial Mortgage Trust sequential pay Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,181

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,030

Morgan Stanley Capital I, Inc. Series 1997-RR Class C, 7.3462% 4/30/39 (a)(c)

2,760

2,866

Trizechahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

7,895

8,284

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $78,825)

76,725

Fixed-Income Funds - 16.1%

Shares

Value (Note 1)
(000s)

Fidelity Ultra-Short Central Fund (d)
(Cost $346,441)

3,494,099

$ 347,733

Cash Equivalents - 20.1%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (f)
(Cost $434,087)

$ 434,194

434,087

TOTAL INVESTMENT PORTFOLIO - 128.9%

(Cost $2,771,813)

2,779,857

NET OTHER ASSETS - (28.9)%

(623,471)

NET ASSETS - 100%

$ 2,156,386

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $40,791,000 or 1.9% of net assets.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income fund's holdings is provided at the end of this report.

(e) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(f) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

(000s)

$434,087,000 due 5/2/05 at 2.96%

Banc of America Securities LLC.

$ 66,364

Bank of America, National Association

28,259

Barclays Capital Inc.

113,037

Bear Stearns & Co. Inc.

17,662

Countrywide Securities Corporation

28,259

Credit Suisse First Boston LLC

14,130

J.P. Morgan Securities, Inc.

7,065

Lehman Brothers Inc..

14,130

Morgan Stanley & Co. Incorporated.

81,598

UBS Securities LLC

63,583

$ 434,087

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $434,087) (cost $2,771,813) - See accompanying schedule

$ 2,779,857

Commitment to sell securities on a delayed delivery basis

$ (100,621)

Receivable for securities sold on a delayed delivery basis

100,726

105

Receivable for investments sold, regular delivery

404

Cash

59

Receivable for fund shares sold

3,184

Interest receivable

8,011

Prepaid expenses

5

Receivable from investment adviser for expense reductions

20

Total assets

2,791,645

Liabilities

Payable for investments purchased
Regular delivery

58

Delayed delivery

630,502

Payable for fund shares redeemed

2,568

Distributions payable

518

Accrued management fee

753

Distribution fees payable

165

Other affiliated payables

333

Other payables and accrued expenses

362

Total liabilities

635,259

Net Assets

$ 2,156,386

Net Assets consist of:

Paid in capital

$ 2,148,160

Undistributed net investment income

1,759

Accumulated undistributed net realized gain (loss) on investments

(1,682)

Net unrealized appreciation (depreciation) on investments

8,149

Net Assets

$ 2,156,386

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,828 ÷ 4,813 shares)

$ 11.18

Maximum offering price per share (100/95.25 of $11.18)

$ 11.74

Class T:
Net Asset Value
and redemption price per share ($128,028 ÷ 11,431 shares)

$ 11.20

Maximum offering price per share (100/96.50 of $11.20)

$ 11.61

Class B:
Net Asset Value
and offering price per share
($118,913 ÷ 10,633 shares)A

$ 11.18

Class C:
Net Asset Value
and offering price per share
($50,001 ÷ 4,475 shares)A

$ 11.17

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,790,718 ÷ 159,832 shares)

$ 11.20

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,898 ÷ 1,333 shares)

$ 11.18

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 42,758

Expenses

Management fee

$ 4,336

Transfer agent fees

1,579

Distribution fees

1,042

Accounting fees and expenses

365

Independent trustees' compensation

5

Custodian fees and expenses

67

Registration fees

128

Audit

54

Legal

23

Miscellaneous

125

Total expenses before reductions

7,724

Expense reductions

(83)

7,641

Net investment income

35,117

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(767)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,288)

Delayed delivery commitments

105

Total change in net unrealized appreciation (depreciation)

(11,183)

Net gain (loss)

(11,950)

Net increase (decrease) in net assets resulting from operations

$ 23,167

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 35,117

$ 59,740

Net realized gain (loss)

(767)

13,137

Change in net unrealized appreciation (depreciation)

(11,183)

14,539

Net increase (decrease) in net assets resulting
from operations

23,167

87,416

Distributions to shareholders from net investment income

(37,451)

(60,059)

Distributions to shareholders from net realized gain

(10,450)

(23,783)

Total distributions

(47,901)

(83,842)

Share transactions - net increase (decrease)

264,404

90,855

Total increase (decrease) in net assets

239,670

94,429

Net Assets

Beginning of period

1,916,716

1,822,287

End of period (including undistributed net investment income of $1,759 and undistributed net investment income of $4,093, respectively)

$ 2,156,386

$ 1,916,716

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.187

.365

.282

.502 G

.630

.665

Net realized and unrealized gain (loss)

(.077)

.181

.112

.172 G

.613

.086

Total from investment operations

.110

.546

.394

.674

1.243

.751

Distributions from net investment income

(.200)

(.366)

(.274)

(.534)

(.653)

(.701)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.260)

(.516)

(.354)

(.534)

(.653)

(.701)

Net asset value,
end of period

$ 11.18

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.99%

4.97%

3.56%

6.26%

12.15%

7.49%

Ratios to Average Net Assets F

Expenses before expense reductions

.89% A

.86%

.81%

.84%

.85%

.88%

Expenses net of voluntary waivers,
if any

.85% A

.86%

.81%

.84%

.85%

.88%

Expenses net of all reductions

.85% A

.86%

.81%

.84%

.85%

.88%

Net investment income

3.37% A

3.24%

2.51%

4.55% G

5.86%

6.44%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 55

$ 69

$ 63

$ 15

$ 5

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.48

Income from Investment Operations

Net investment income E

.182

.353

.270

.492 G

.622

.653

Net realized and unrealized gain (loss)

(.067)

.181

.101

.171 G

.617

.092

Total from investment operations

.115

.534

.371

.663

1.239

.745

Distributions from net investment income

(.195)

(.354)

(.261)

(.523)

(.639)

(.685)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.255)

(.504)

(.341)

(.523)

(.639)

(.685)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C, D

1.04%

4.86%

3.34%

6.15%

12.09%

7.42%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of voluntary waivers, if any

.94% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of all reductions

.94% A

.96%

.93%

.94%

.96%

1.00%

Net investment income

3.28% A

3.14%

2.39%

4.45% G

5.75%

6.33%

Supplemental Data

Net assets, end of period (in millions)

$ 128

$ 131

$ 155

$ 195

$ 106

$ 61

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.145

.278

.197

.421 G

.551

.593

Net realized and unrealized gain (loss)

(.066)

.172

.112

.171 G

.611

.081

Total from investment operations

.079

.450

.309

.592

1.162

.674

Distributions from net investment income

(.159)

(.280)

(.189)

(.452)

(.572)

(.624)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.219)

(.430)

(.269)

(.452)

(.572)

(.624)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.71%

4.08%

2.78%

5.48%

11.32%

6.70%

Ratios to Average Net Assets F

Expenses before expense reductions

1.66% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of voluntary waivers, if any

1.60% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of all reductions

1.60% A

1.63%

1.57%

1.57%

1.60%

1.60%

Net investment income

2.61% A

2.48%

1.75%

3.82% G

5.11%

5.73%

Supplemental Data

Net assets, end of period (in millions)

$ 119

$ 134

$ 182

$ 176

$ 57

$ 20

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001 F

Selected Per-Share Data

Net asset value,
beginning of period

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.141

.273

.189

.413 H

.112

Net realized and unrealized gain (loss)

(.066)

.172

.112

.173 H

.238

Total from investment operations

.075

.445

.301

.586

.350

Distributions from net investment income

(.155)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

Total distributions

(.215)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 11.17

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

.67%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of voluntary waivers, if any

1.68% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.68% A

1.68%

1.64%

1.64%

1.60% A

Net investment income

2.54% A

2.42%

1.68%

3.75% H

4.87% A

Supplemental Data

Net assets, end of period
(in millions)

$ 50

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate

223% A

204%

356%

231%

194%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.49

Income from Investment Operations

Net investment income D

.199

.390

.306

.526 F

.654

.690

Net realized and unrealized gain (loss)

(.067)

.183

.102

.170 F

.619

.078

Total from investment operations

.132

.573

.408

.696

1.273

.768

Distributions from net investment income

(.212)

(.393)

(.298)

(.556)

(.673)

(.718)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.272)

(.543)

(.378)

(.556)

(.673)

(.718)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C

1.18%

5.21%

3.68%

6.47%

12.44%

7.66%

Ratios to Average Net Assets E

Expenses before expense reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of voluntary waivers, if any

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of all reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Net investment income

3.58% A

3.48%

2.72%

4.76% F

6.04%

6.65%

Supplemental Data

Net assets, end of period (in millions)

$ 1,791

$ 1,525

$ 1,302

$ 1,208

$ 430

$ 371

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Net asset value, beginning of period

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

$ 10.47

Income from Investment Operations

Net investment income D

.197

.387

.302

.513 F

.644

.684

Net realized and unrealized gain (loss)

(.066)

.182

.112

.171 F

.610

.080

Total from investment operations

.131

.569

.414

.684

1.254

.764

Distributions from net investment income

(.211)

(.389)

(.294)

(.544)

(.664)

(.714)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.271)

(.539)

(.374)

(.544)

(.664)

(.714)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Total Return B, C

1.18%

5.19%

3.75%

6.36%

12.27%

7.64%

Ratios to Average Net Assets E

Expenses before expense reductions

.67% A

.66%

.63%

.75%

.76%

.73%

Expenses net of voluntary waivers, if any

.67% A

.66%

.63%

.75%

.75%

.73%

Expenses net of all reductions

.67% A

.66%

.63%

.75%

.75%

.72%

Net investment income

3.55% A

3.45%

2.69%

4.65% F

5.95%

6.60%

Supplemental Data

Net assets, end of period (in millions)

$ 15

$ 13

$ 16

$ 12

$ 7

$ 9

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor Mortgage Securities Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B,Class C, Fidelity Mortgage Securities Fund, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Underlying Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including income from the Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, financing transactions, and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 14,671

Unrealized depreciation

(10,010)

Net unrealized appreciation (depreciation)

$ 4,661

Cost for federal income tax purposes

$ 2,775,196

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the fund's Statement of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Semiannual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,333 and $45,189, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 40

$ -

Class T

0%

.25%

162

3

Class B

.65%

.25%

570

413

Class C

.75%

.25%

270

32

$ 1,042

$ 448

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 15

Class T

7

Class B*

198

Class C

9

$ 229

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Mortgage Securities Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Mortgage Securities Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 64

.24

Class T

141

.22

Class B

158

.25

Class C

57

.21

Fidelity Mortgage Securities Fund

1,146

.14

Institutional Class

13

.17

$ 1,579

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $4,898 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 11

Class T

1.00% -.93%*

22

Class B

1.65% - 1.58%*

36

Class C

1.75% - 1.68%*

11

Fidelity Mortgage Securities Fund

.75%

-

Institutional Class

.75% - .68%*

1

$ 81

* Expense limitation in effect at period end.

Effective June 1, 2005, the expense limitation will be eliminated for the Fidelity Mortgage Securities Fund shares.

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2.

Semiannual Report

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 961

$ 1,954

Class T

2,256

4,349

Class B

1,793

3,827

Class C

748

1,788

Fidelity Mortgage Securities Fund

31,413

47,698

Institutional Class

280

443

Total

$ 37,451

$ 60,059

From net realized gain

Class A

$ 287

$ 889

Class T

691

1,953

Class B

700

2,324

Class C

301

1,223

Fidelity Mortgage Securities Fund

8,396

17,203

Institutional Class

75

191

Total

$ 10,450

$ 23,783

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

716

1,641

$ 8,024

$ 18,405

Reinvestment of distributions

97

217

1,085

2,435

Shares redeemed

(874)

(3,086)

(9,798)

(34,550)

Net increase (decrease)

(61)

(1,228)

$ (689)

$ (13,710)

Class T

Shares sold

1,800

4,195

$ 20,230

$ 47,196

Reinvestment of distributions

247

522

2,771

5,858

Shares redeemed

(2,153)

(6,866)

(24,154)

(77,143)

Net increase (decrease)

(106)

(2,149)

$ (1,153)

$ (24,089)

Class B

Shares sold

215

713

$ 2,412

$ 8,013

Reinvestment of distributions

182

449

2,036

5,030

Shares redeemed

(1,621)

(5,387)

(18,156)

(60,324)

Net increase (decrease)

(1,224)

(4,225)

$ (13,708)

$ (47,281)

Class C

Shares sold

281

835

$ 3,151

$ 9,365

Reinvestment of distributions

74

207

830

2,314

Shares redeemed

(1,008)

(4,707)

(11,276)

(52,702)

Net increase (decrease)

(653)

(3,665)

$ (7,295)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

39,561

53,695

$ 444,330

$ 604,255

Reinvestment of distributions

3,285

5,298

36,856

59,524

Shares redeemed

(17,457)

(39,584)

(195,788)

(444,008)

Net increase (decrease)

25,389

19,409

$ 285,398

$ 219,771

Institutional Class

Shares sold

467

482

$ 5,240

$ 5,417

Reinvestment of distributions

23

39

257

433

Shares redeemed

(327)

(772)

(3,646)

(8,663)

Net increase (decrease)

163

(251)

$ 1,851

$ (2,813)

Semiannual Report

10. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets. A new Fundwide Operations and Expense Agreement has also been approved under which FMR will provide for fund level expenses (which do not include transfer agent or Rule 12b-1 fees) in return for a fee equal to .35% less the total amount of the management fee, effectively limiting overall fund level expenses, including management fees, to .35% of average net assets.

Under a separate amended contract, transfer agent fees for the Fidelity Mortgage Securities Fund shares will consist of an asset based fee which will be reduced to a rate of .10% of average net assets. The account fees will be eliminated.

Semiannual Report

The following is a complete listing of investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is
an investment of Fidelity Advisor Mortgage Securities Fund

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual 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
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AMOR-USAN-0605
1.784898.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Mortgage Securities
Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's Fixed-Income Central Funds.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,009.90

$ 4.24**

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26**

Class T

Actual

$ 1,000.00

$ 1,010.40

$ 4.69**

HypotheticalA

$ 1,000.00

$ 1,020.13

$ 4.71**

Class B

Actual

$ 1,000.00

$ 1,007.10

$ 7.96**

HypotheticalA

$ 1,000.00

$ 1,016.86

$ 8.00**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,006.70

$ 8.36**

HypotheticalA

$ 1,000.00

$ 1,016.46

$ 8.40**

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,011.80

$ 3.19**

HypotheticalA

$ 1,000.00

$ 1,021.62

$ 3.21**

Institutional Class

Actual

$ 1,000.00

$ 1,011.80

$ 3.34**

HypotheticalA

$ 1,000.00

$ 1,021.47

$ 3.36**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.85%**

Class T

.94%**

Class B

1.60%**

Class C

1.68%**

Fidelity Mortgage Securities Fund

.64%**

Institutional Class

.67%**

** If contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense Ratio

Expenses
Paid

Class A

.74%

Actual

$ 3.69

HypotheticalA

$ 3.71

Class T

.82%

Actual

$ 4.09

HypotheticalA

$ 4.11

Class B

1.50%

Actual

$ 7.47

HypotheticalA

$ 7.50

Class C

1.56%

Actual

$ 7.76

HypotheticalA

$ 7.80

Annualized
Expense Ratio

Expenses
Paid

Fidelity Mortgage Securities Fund

.45%

Actual

$ 2.25

HypotheticalA

$ 2.26

Institutional Class

.52%

Actual

$ 2.59

HypotheticalA

$ 2.61

A 5% return per year before expenses

Semiannual Report

Investment Changes

Coupon Distribution as of April 30, 2005

% of fund's
investments

% of fund's investments
6 months ago

Zero coupon bonds

0.3

0.0

Less than 3%

1.2

11.5

3 - 3.99%

9.2

3.3

4 - 4.99%

22.8

17.3

5 - 5.99%

30.0

29.0

6 - 6.99%

15.7

17.6

7% and over

3.7

5.7

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of April 30, 2005

6 months ago

Years

4.2

3.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of April 30, 2005

6 months ago

Years

2.6

2.9

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Mortgage
Securities 83.3%

Mortgage
Securities 73.4%

Corporate Bonds 0.7%

Corporate Bonds 0.7%

CMOs and Other Mortgage Related Securities 12.5%

CMOs and Other Mortgage Related Securities 17.1%

U.S. Government
Agency Obligations 0.4%

U.S. Government
Agency Obligations 1.6%

Asset-Backed
Securities 6.9%

Asset-Backed
Securities 8.2%

Short-Term
Investments and
Net Other Assets(dagger) (3.8)%

Short-Term
Investments and
Net Other Assets(dagger) (1.0)%

* Foreign investments

0.5%

** Foreign investments

0.7%

* Futures and Swaps

(0.2)%

** Futures and Swaps

(1.2)%



* Short-term Investments and Net Other Assets are not included in the pie chart.

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 83.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - 65.0%

3.737% 1/1/35 (c)

$ 539

$ 536

3.793% 6/1/34 (c)

1,616

1,589

3.827% 12/1/34 (c)

107

106

3.83% 1/1/35 (c)

385

384

3.836% 6/1/33 (c)

271

269

3.84% 1/1/35 (c)

1,063

1,059

3.87% 1/1/35 (c)

635

634

3.878% 6/1/33 (c)

1,576

1,567

3.878% 11/1/34 (c)

2,297

2,295

3.913% 12/1/34 (c)

338

337

3.941% 10/1/34 (c)

466

464

3.975% 11/1/34 (c)

726

723

3.98% 1/1/35 (c)

499

497

3.987% 12/1/34 (c)

448

446

4% 6/1/18 to 5/1/19

23,233

22,570

4% 5/1/20 (b)

56,763

55,007

4% 5/17/20 (b)

47,000

45,546

4% 1/1/35 (c)

306

305

4.017% 12/1/34 (c)

2,539

2,544

4.021% 12/1/34 (c)

388

386

4.023% 2/1/35 (c)

320

319

4.025% 1/1/35 (c)

664

662

4.029% 1/1/35 (c)

168

169

4.037% 12/1/34 (c)

240

240

4.048% 1/1/35 (c)

315

314

4.052% 2/1/35 (c)

314

314

4.072% 12/1/34 (c)

657

657

4.105% 1/1/35 (c)

699

701

4.118% 1/1/35 (c)

708

709

4.118% 2/1/35 (c)

245

246

4.12% 2/1/35 (c)

638

639

4.127% 1/1/35 (c)

703

707

4.128% 2/1/35 (c)

1,293

1,294

4.144% 1/1/35 (c)

979

980

4.145% 2/1/35 (c)

787

788

4.151% 1/1/35 (c)

1,186

1,187

4.162% 2/1/35 (c)

659

661

4.17% 11/1/34 (c)

603

603

4.197% 1/1/35 (c)

591

592

4.2% 1/1/35 (c)

1,383

1,396

4.202% 1/1/35 (c)

747

745

4.23% 11/1/34 (c)

196

197

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.25% 2/1/35 (c)

$ 371

$ 369

4.269% 10/1/34 (c)

1,018

1,026

4.305% 8/1/33 (c)

859

868

4.305% 7/1/34 (c)

359

361

4.318% 3/1/33 (c)

183

182

4.324% 12/1/34 (c)

246

246

4.349% 2/1/35 (c)

270

270

4.351% 1/1/35 (c)

369

368

4.368% 2/1/34 (c)

954

955

4.4% 2/1/35 (c)

569

568

4.437% 11/1/34 (c)

5,795

5,858

4.455% 3/1/35 (c)

500

500

4.484% 10/1/34 (c)

2,208

2,233

4.493% 8/1/34 (c)

1,323

1,332

4.499% 3/1/35 (c)

1,124

1,125

4.5% 5/1/20 (b)

167,000

165,069

4.5% 10/1/28 to 5/1/35

222,839

215,517

4.53% 3/1/35 (c)

1,046

1,049

4.549% 8/1/34 (c)

815

822

4.572% 2/1/35 (c)

2,707

2,732

4.587% 2/1/35 (c)

3,330

3,342

4.625% 2/1/35 (c)

1,150

1,156

4.67% 11/1/34 (c)

1,368

1,378

4.694% 11/1/34 (c)

1,355

1,364

4.742% 3/1/35 (c)

648

654

4.748% 7/1/34 (c)

1,221

1,223

5% 9/1/16 to 12/1/34

203,534

202,846

5% 5/1/20 (b)

35,000

35,230

5% 5/1/35 (b)

77,043

76,224

5.5% 4/1/09 to 12/1/33

176,418

179,798

5.5% 5/17/20 (b)

13,000

13,305

5.5% 5/1/35 (b)

14,288

14,418

5.5% 5/12/35 (b)

56,000

56,508

6% 4/1/06 to 1/1/34

120,702

124,876

6.5% 6/1/23 to 5/1/33

72,590

75,729

6.5% 5/1/35 (b)

721

750

6.5% 5/12/35 (b)

40,000

41,600

7% 3/1/17 to 7/1/33

9,763

10,332

7.5% 4/1/22 to 9/1/32

4,801

5,142

8% 9/1/07 to 12/1/29

33

36

8.25% 1/1/13

4

5

8.5% 1/1/16 to 7/1/31

586

627

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

8.75% 11/1/08

$ 2

$ 2

9% 6/1/09 to 10/1/30

1,341

1,479

9.5% 11/1/06 to 8/1/22

241

264

11% 8/1/10

129

141

12.25% 5/1/13 to 5/1/15

53

60

12.5% 8/1/15 to 3/1/16

69

77

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

35

40

1,401,446

Freddie Mac - 12.5%

4.232% 1/1/35 (c)

612

612

4.314% 12/1/34 (c)

542

541

4.364% 1/1/35 (c)

1,376

1,381

4.37% 3/1/35 (c)

775

771

4.401% 2/1/35 (c)

1,068

1,062

4.434% 2/1/35 (c)

1,274

1,279

4.441% 2/1/34 (c)

666

663

4.444% 3/1/35 (c)

475

474

4.491% 3/1/35 (c)

1,425

1,421

4.504% 3/1/35 (c)

575

575

4.564% 2/1/35 (c)

841

837

4.985% 8/1/33 (c)

265

268

5% 7/1/33 to 10/1/33

2,981

2,960

5% 5/1/35 (b)

131,431

129,993

5.5% 3/1/29 to 3/1/35

96,915

98,066

6% 5/1/16 to 5/1/33

7,110

7,326

6.5% 1/1/24 to 9/1/24

2,567

2,682

7.5% 2/1/08 to 7/1/32

16,328

17,384

8% 10/1/07 to 4/1/21

92

98

8.5% 7/1/09 to 9/1/20

243

261

9% 9/1/08 to 5/1/21

689

741

10% 1/1/09 to 5/1/19

207

227

10.5% 8/1/10 to 2/1/16

18

20

12.25% 6/1/14

15

17

12.5% 5/1/12 to 12/1/14

123

138

13% 12/1/13 to 6/1/15

215

242

270,039

Government National Mortgage Association - 5.8%

6% 10/20/33 to 1/20/34

106,193

109,481

6.5% 5/15/28 to 7/15/34

3,281

3,438

7% 2/15/24 to 7/15/32

5,033

5,339

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

7.5% 7/15/05 to 4/15/32

$ 2,839

$ 3,053

8% 6/15/06 to 12/15/25

1,152

1,244

8.5% 7/15/16 to 10/15/28

1,808

1,989

9% 11/20/17

2

2

9.5% 12/15/24

5

5

10.5% 12/20/15 to 2/20/18

89

100

13% 10/15/13

31

35

13.5% 7/15/11 to 10/15/14

19

21

124,707

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,789,862)

1,796,192

Asset-Backed Securities - 0.9%

ACE Securities Corp. Series 2003-FM1 Class M2, 4.87% 11/25/32 (c)

1,450

1,473

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.92% 10/25/33 (c)

1,265

1,307

Home Equity Asset Trust NIMS Trust Series 2003-2N Class A, 8% 9/27/33 (a)

22

22

Home Equity Residual Distributions Trust Series 2002-1 Class A, 12.25% 11/25/05 (a)

525

525

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.77% 7/25/33 (c)

3,770

3,805

Class M2, 4.87% 7/25/33 (c)

2,600

2,660

Morgan Stanley ABS Capital I, Inc. Series 2003-NC6 Class M2, 4.97% 6/27/33 (c)

6,165

6,339

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

1,570

1,554

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

1,470

1,427

TOTAL ASSET-BACKED SECURITIES

(Cost $18,833)

19,112

Collateralized Mortgage Obligations - 4.9%

Private Sponsor - 1.2%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 3.42% 3/25/35 (c)

1,577

1,582

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,525

1,532

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - continued

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

$ 6,554

$ 6,597

CS First Boston Mortgage Securities Corp.:

Series 2002-15R Class A1, 8.2345% 1/28/32 (a)(c)

1,000

990

Series 2003-TFLA Class F, 3.37% 4/15/13 (a)(c)

1,400

1,395

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

9,726

9,809

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,890

1,938

Series 2004-SL2 Class A1, 6.5% 10/25/16

509

521

WAMU Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

1,131

1,137

TOTAL PRIVATE SPONSOR

25,501

U.S. Government Agency - 3.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

3,326

3,432

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,664

Series 1999-15 Class PC, 6% 9/25/18

4,647

4,749

Series 2003-26 Class KI, 5% 12/25/15 (e)

5,660

534

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,526

Series 2002-11 Class QB, 5.5% 3/25/15

1,986

2,008

Series 2002-9 Class C, 6.5% 6/25/30

5,000

5,135

Series 2003-73 Class GA, 3.5% 5/25/31

14,204

13,609

sequential pay Series 2001-82 Class VB, 6.5% 3/25/16

2,336

2,339

Series 2002-50 Class LE, 7% 12/25/29

514

519

Series 2003-42 Class HS, 4.25% 12/25/17 (c)(e)

15,389

1,234

Freddie Mac:

planned amortization class Series 70 Class C, 9% 9/15/20

276

276

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,366

1,424

Series 2516 Class AH, 5% 1/15/16

744

750

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043 Class CJ, 6.5% 4/15/28

2,532

2,655

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2557 Class MA, 4.5% 7/15/16

$ 232

$ 232

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,309

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,168

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,830

sequential pay Series 2750 Class ZT, 5% 2/15/34

2,300

2,098

Series 1658 Class GZ, 7% 1/15/24

4,785

5,017

Series 2907 Class HZ, 5% 12/15/34

3,568

3,580

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-53 Class TA, 6% 12/20/30

417

419

TOTAL U.S. GOVERNMENT AGENCY

80,507

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $103,765)

106,008

Commercial Mortgage Securities - 3.6%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7259% 2/14/43 (c)(e)

40,356

2,121

Bear Stearns Commercial Mortgage Securities, Inc. Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

560

567

Class C, 4.937% 5/14/16 (a)

1,165

1,181

Class D, 4.986% 5/14/16 (a)

425

431

Class E, 5.064% 5/14/16 (a)

1,315

1,335

Class F, 5.182% 5/14/16 (a)

315

320

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6174% 5/15/35 (a)(c)(e)

32,400

1,841

Chase Commercial Mortgage Securities Corp.
Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,220

Class F, 7.734% 1/15/32

600

649

COMM floater Series 2001-FL5A Class E, 4.4538% 11/15/13 (a)(c)

3,205

3,204

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class D, 3.5938% 9/15/14 (a)(c)

185

185

Class E, 3.6538% 9/15/14 (a)(c)

250

250

Class F, 3.7538% 9/15/14 (a)(c)

200

200

Commercial Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Commercial Mortgage pass thru certificates floater Series 2004-CNL: - continued

Class G, 3.9338% 9/15/14 (a)(c)

$ 455

$ 456

Class H, 4.0338% 9/15/14 (a)(c)

485

486

Class J, 4.5538% 9/15/14 (a)(c)

165

165

Class K, 4.9538% 9/15/14 (a)(c)

260

260

Class L, 5.1538% 9/15/14 (a)(c)

210

210

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

195

198

Series 1999-C1 Class A2, 7.29% 9/15/41

6,100

6,701

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,613

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,763

Series 2003-TFLA Class G, 3.37% 4/15/13 (a)(c)

700

680

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,492

Fannie Mae sequential pay:

Series 1999-10 Class MZ, 6.5% 9/17/38

4,523

4,757

Series 2000-7 Class MB, 7.5147% 2/17/24 (c)

5,505

5,819

Fannie Mae guaranteed REMIC pass thru certificates Series 1998-49 Class MI, 0.8619% 6/17/38 (c)(e)

99,210

4,367

Greenwich Capital Commercial Funding Corp.:

floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (a)(c)

1,015

1,015

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,600

GS Mortgage Securities Corp. II Series 1998-GLII
Class E, 6.9716% 4/13/31 (c)

390

412

Host Marriot Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

866

LB-UBS Commercial Mortgage Trust sequential pay Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,181

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,030

Morgan Stanley Capital I, Inc. Series 1997-RR Class C, 7.3462% 4/30/39 (a)(c)

2,760

2,866

Trizechahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

7,895

8,284

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $78,825)

76,725

Fixed-Income Funds - 16.1%

Shares

Value (Note 1)
(000s)

Fidelity Ultra-Short Central Fund (d)
(Cost $346,441)

3,494,099

$ 347,733

Cash Equivalents - 20.1%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (f)
(Cost $434,087)

$ 434,194

434,087

TOTAL INVESTMENT PORTFOLIO - 128.9%

(Cost $2,771,813)

2,779,857

NET OTHER ASSETS - (28.9)%

(623,471)

NET ASSETS - 100%

$ 2,156,386

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $40,791,000 or 1.9% of net assets.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income fund's holdings is provided at the end of this report.

(e) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(f) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

(000s)

$434,087,000 due 5/2/05 at 2.96%

Banc of America Securities LLC.

$ 66,364

Bank of America, National Association

28,259

Barclays Capital Inc.

113,037

Bear Stearns & Co. Inc.

17,662

Countrywide Securities Corporation

28,259

Credit Suisse First Boston LLC

14,130

J.P. Morgan Securities, Inc.

7,065

Lehman Brothers Inc..

14,130

Morgan Stanley & Co. Incorporated.

81,598

UBS Securities LLC

63,583

$ 434,087

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $434,087) (cost $2,771,813) - See accompanying schedule

$ 2,779,857

Commitment to sell securities on a delayed delivery basis

$ (100,621)

Receivable for securities sold on a delayed delivery basis

100,726

105

Receivable for investments sold, regular delivery

404

Cash

59

Receivable for fund shares sold

3,184

Interest receivable

8,011

Prepaid expenses

5

Receivable from investment adviser for expense reductions

20

Total assets

2,791,645

Liabilities

Payable for investments purchased
Regular delivery

58

Delayed delivery

630,502

Payable for fund shares redeemed

2,568

Distributions payable

518

Accrued management fee

753

Distribution fees payable

165

Other affiliated payables

333

Other payables and accrued expenses

362

Total liabilities

635,259

Net Assets

$ 2,156,386

Net Assets consist of:

Paid in capital

$ 2,148,160

Undistributed net investment income

1,759

Accumulated undistributed net realized gain (loss) on investments

(1,682)

Net unrealized appreciation (depreciation) on investments

8,149

Net Assets

$ 2,156,386

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,828 ÷ 4,813 shares)

$ 11.18

Maximum offering price per share (100/95.25 of $11.18)

$ 11.74

Class T:
Net Asset Value
and redemption price per share ($128,028 ÷ 11,431 shares)

$ 11.20

Maximum offering price per share (100/96.50 of $11.20)

$ 11.61

Class B:
Net Asset Value
and offering price per share
($118,913 ÷ 10,633 shares)A

$ 11.18

Class C:
Net Asset Value
and offering price per share
($50,001 ÷ 4,475 shares)A

$ 11.17

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,790,718 ÷ 159,832 shares)

$ 11.20

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,898 ÷ 1,333 shares)

$ 11.18

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 42,758

Expenses

Management fee

$ 4,336

Transfer agent fees

1,579

Distribution fees

1,042

Accounting fees and expenses

365

Independent trustees' compensation

5

Custodian fees and expenses

67

Registration fees

128

Audit

54

Legal

23

Miscellaneous

125

Total expenses before reductions

7,724

Expense reductions

(83)

7,641

Net investment income

35,117

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(767)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,288)

Delayed delivery commitments

105

Total change in net unrealized appreciation (depreciation)

(11,183)

Net gain (loss)

(11,950)

Net increase (decrease) in net assets resulting from operations

$ 23,167

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 35,117

$ 59,740

Net realized gain (loss)

(767)

13,137

Change in net unrealized appreciation (depreciation)

(11,183)

14,539

Net increase (decrease) in net assets resulting
from operations

23,167

87,416

Distributions to shareholders from net investment income

(37,451)

(60,059)

Distributions to shareholders from net realized gain

(10,450)

(23,783)

Total distributions

(47,901)

(83,842)

Share transactions - net increase (decrease)

264,404

90,855

Total increase (decrease) in net assets

239,670

94,429

Net Assets

Beginning of period

1,916,716

1,822,287

End of period (including undistributed net investment income of $1,759 and undistributed net investment income of $4,093, respectively)

$ 2,156,386

$ 1,916,716

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.187

.365

.282

.502 G

.630

.665

Net realized and unrealized gain (loss)

(.077)

.181

.112

.172 G

.613

.086

Total from investment operations

.110

.546

.394

.674

1.243

.751

Distributions from net investment income

(.200)

(.366)

(.274)

(.534)

(.653)

(.701)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.260)

(.516)

(.354)

(.534)

(.653)

(.701)

Net asset value,
end of period

$ 11.18

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.99%

4.97%

3.56%

6.26%

12.15%

7.49%

Ratios to Average Net Assets F

Expenses before expense reductions

.89% A

.86%

.81%

.84%

.85%

.88%

Expenses net of voluntary waivers,
if any

.85% A

.86%

.81%

.84%

.85%

.88%

Expenses net of all reductions

.85% A

.86%

.81%

.84%

.85%

.88%

Net investment income

3.37% A

3.24%

2.51%

4.55% G

5.86%

6.44%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 55

$ 69

$ 63

$ 15

$ 5

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.48

Income from Investment Operations

Net investment income E

.182

.353

.270

.492 G

.622

.653

Net realized and unrealized gain (loss)

(.067)

.181

.101

.171 G

.617

.092

Total from investment operations

.115

.534

.371

.663

1.239

.745

Distributions from net investment income

(.195)

(.354)

(.261)

(.523)

(.639)

(.685)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.255)

(.504)

(.341)

(.523)

(.639)

(.685)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C, D

1.04%

4.86%

3.34%

6.15%

12.09%

7.42%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of voluntary waivers, if any

.94% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of all reductions

.94% A

.96%

.93%

.94%

.96%

1.00%

Net investment income

3.28% A

3.14%

2.39%

4.45% G

5.75%

6.33%

Supplemental Data

Net assets, end of period (in millions)

$ 128

$ 131

$ 155

$ 195

$ 106

$ 61

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.145

.278

.197

.421 G

.551

.593

Net realized and unrealized gain (loss)

(.066)

.172

.112

.171 G

.611

.081

Total from investment operations

.079

.450

.309

.592

1.162

.674

Distributions from net investment income

(.159)

(.280)

(.189)

(.452)

(.572)

(.624)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.219)

(.430)

(.269)

(.452)

(.572)

(.624)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.71%

4.08%

2.78%

5.48%

11.32%

6.70%

Ratios to Average Net Assets F

Expenses before expense reductions

1.66% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of voluntary waivers, if any

1.60% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of all reductions

1.60% A

1.63%

1.57%

1.57%

1.60%

1.60%

Net investment income

2.61% A

2.48%

1.75%

3.82% G

5.11%

5.73%

Supplemental Data

Net assets, end of period (in millions)

$ 119

$ 134

$ 182

$ 176

$ 57

$ 20

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001 F

Selected Per-Share Data

Net asset value,
beginning of period

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.141

.273

.189

.413 H

.112

Net realized and unrealized gain (loss)

(.066)

.172

.112

.173 H

.238

Total from investment operations

.075

.445

.301

.586

.350

Distributions from net investment income

(.155)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

Total distributions

(.215)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 11.17

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

.67%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of voluntary waivers, if any

1.68% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.68% A

1.68%

1.64%

1.64%

1.60% A

Net investment income

2.54% A

2.42%

1.68%

3.75% H

4.87% A

Supplemental Data

Net assets, end of period
(in millions)

$ 50

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate

223% A

204%

356%

231%

194%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.49

Income from Investment Operations

Net investment income D

.199

.390

.306

.526 F

.654

.690

Net realized and unrealized gain (loss)

(.067)

.183

.102

.170 F

.619

.078

Total from investment operations

.132

.573

.408

.696

1.273

.768

Distributions from net investment income

(.212)

(.393)

(.298)

(.556)

(.673)

(.718)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.272)

(.543)

(.378)

(.556)

(.673)

(.718)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C

1.18%

5.21%

3.68%

6.47%

12.44%

7.66%

Ratios to Average Net Assets E

Expenses before expense reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of voluntary waivers, if any

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of all reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Net investment income

3.58% A

3.48%

2.72%

4.76% F

6.04%

6.65%

Supplemental Data

Net assets, end of period (in millions)

$ 1,791

$ 1,525

$ 1,302

$ 1,208

$ 430

$ 371

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Net asset value, beginning of period

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

$ 10.47

Income from Investment Operations

Net investment income D

.197

.387

.302

.513 F

.644

.684

Net realized and unrealized gain (loss)

(.066)

.182

.112

.171 F

.610

.080

Total from investment operations

.131

.569

.414

.684

1.254

.764

Distributions from net investment income

(.211)

(.389)

(.294)

(.544)

(.664)

(.714)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.271)

(.539)

(.374)

(.544)

(.664)

(.714)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Total Return B, C

1.18%

5.19%

3.75%

6.36%

12.27%

7.64%

Ratios to Average Net Assets E

Expenses before expense reductions

.67% A

.66%

.63%

.75%

.76%

.73%

Expenses net of voluntary waivers, if any

.67% A

.66%

.63%

.75%

.75%

.73%

Expenses net of all reductions

.67% A

.66%

.63%

.75%

.75%

.72%

Net investment income

3.55% A

3.45%

2.69%

4.65% F

5.95%

6.60%

Supplemental Data

Net assets, end of period (in millions)

$ 15

$ 13

$ 16

$ 12

$ 7

$ 9

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor Mortgage Securities Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B,Class C, Fidelity Mortgage Securities Fund, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Underlying Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including income from the Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, financing transactions, and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 14,671

Unrealized depreciation

(10,010)

Net unrealized appreciation (depreciation)

$ 4,661

Cost for federal income tax purposes

$ 2,775,196

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the fund's Statement of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Semiannual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,333 and $45,189, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 40

$ -

Class T

0%

.25%

162

3

Class B

.65%

.25%

570

413

Class C

.75%

.25%

270

32

$ 1,042

$ 448

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 15

Class T

7

Class B*

198

Class C

9

$ 229

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Mortgage Securities Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Mortgage Securities Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 64

.24

Class T

141

.22

Class B

158

.25

Class C

57

.21

Fidelity Mortgage Securities Fund

1,146

.14

Institutional Class

13

.17

$ 1,579

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $4,898 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 11

Class T

1.00% -.93%*

22

Class B

1.65% - 1.58%*

36

Class C

1.75% - 1.68%*

11

Fidelity Mortgage Securities Fund

.75%

-

Institutional Class

.75% - .68%*

1

$ 81

* Expense limitation in effect at period end.

Effective June 1, 2005, the expense limitation will be eliminated for the Fidelity Mortgage Securities Fund shares.

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2.

Semiannual Report

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 961

$ 1,954

Class T

2,256

4,349

Class B

1,793

3,827

Class C

748

1,788

Fidelity Mortgage Securities Fund

31,413

47,698

Institutional Class

280

443

Total

$ 37,451

$ 60,059

From net realized gain

Class A

$ 287

$ 889

Class T

691

1,953

Class B

700

2,324

Class C

301

1,223

Fidelity Mortgage Securities Fund

8,396

17,203

Institutional Class

75

191

Total

$ 10,450

$ 23,783

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

716

1,641

$ 8,024

$ 18,405

Reinvestment of distributions

97

217

1,085

2,435

Shares redeemed

(874)

(3,086)

(9,798)

(34,550)

Net increase (decrease)

(61)

(1,228)

$ (689)

$ (13,710)

Class T

Shares sold

1,800

4,195

$ 20,230

$ 47,196

Reinvestment of distributions

247

522

2,771

5,858

Shares redeemed

(2,153)

(6,866)

(24,154)

(77,143)

Net increase (decrease)

(106)

(2,149)

$ (1,153)

$ (24,089)

Class B

Shares sold

215

713

$ 2,412

$ 8,013

Reinvestment of distributions

182

449

2,036

5,030

Shares redeemed

(1,621)

(5,387)

(18,156)

(60,324)

Net increase (decrease)

(1,224)

(4,225)

$ (13,708)

$ (47,281)

Class C

Shares sold

281

835

$ 3,151

$ 9,365

Reinvestment of distributions

74

207

830

2,314

Shares redeemed

(1,008)

(4,707)

(11,276)

(52,702)

Net increase (decrease)

(653)

(3,665)

$ (7,295)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

39,561

53,695

$ 444,330

$ 604,255

Reinvestment of distributions

3,285

5,298

36,856

59,524

Shares redeemed

(17,457)

(39,584)

(195,788)

(444,008)

Net increase (decrease)

25,389

19,409

$ 285,398

$ 219,771

Institutional Class

Shares sold

467

482

$ 5,240

$ 5,417

Reinvestment of distributions

23

39

257

433

Shares redeemed

(327)

(772)

(3,646)

(8,663)

Net increase (decrease)

163

(251)

$ 1,851

$ (2,813)

Semiannual Report

10. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets. A new Fundwide Operations and Expense Agreement has also been approved under which FMR will provide for fund level expenses (which do not include transfer agent or Rule 12b-1 fees) in return for a fee equal to .35% less the total amount of the management fee, effectively limiting overall fund level expenses, including management fees, to .35% of average net assets.

Under a separate amended contract, transfer agent fees for the Fidelity Mortgage Securities Fund shares will consist of an asset based fee which will be reduced to a rate of .10% of average net assets. The account fees will be eliminated.

Semiannual Report

The following is a complete listing of investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is
an investment of Fidelity Advisor Mortgage Securities Fund

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual 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
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

AMORI-USAN-0605
1.784899.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity

Mortgage Securities

Fund

(A Class of Fidelity® Advisor Mortgage
Securities Fund)

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central funds.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,009.90

$ 4.24**

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26**

Class T

Actual

$ 1,000.00

$ 1,010.40

$ 4.69**

HypotheticalA

$ 1,000.00

$ 1,020.13

$ 4.71**

Class B

Actual

$ 1,000.00

$ 1,007.10

$ 7.96**

HypotheticalA

$ 1,000.00

$ 1,016.86

$ 8.00**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,006.70

$ 8.36**

HypotheticalA

$ 1,000.00

$ 1,016.46

$ 8.40**

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,011.80

$ 3.19**

HypotheticalA

$ 1,000.00

$ 1,021.62

$ 3.21**

Institutional Class

Actual

$ 1,000.00

$ 1,011.80

$ 3.34**

HypotheticalA

$ 1,000.00

$ 1,021.47

$ 3.36**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.85%**

Class T

.94%**

Class B

1.60%**

Class C

1.68%**

Fidelity Mortgage Securities Fund

.64%**

Institutional Class

.67%**

** If contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense Ratio

Expenses
Paid

Class A

.74%

Actual

$ 3.69

HypotheticalA

$ 3.71

Class T

.82%

Actual

$ 4.09

HypotheticalA

$ 4.11

Class B

1.50%

Actual

$ 7.47

HypotheticalA

$ 7.50

Class C

1.56%

Actual

$ 7.76

HypotheticalA

$ 7.80

Annualized
Expense Ratio

Expenses
Paid

Fidelity Mortgage Securities Fund

.45%

Actual

$ 2.25

HypotheticalA

$ 2.26

Institutional Class

.52%

Actual

$ 2.59

HypotheticalA

$ 2.61

A 5% return per year before expenses

Semiannual Report

Investment Changes

Coupon Distribution as of April 30, 2005

% of fund's
investments

% of fund's investments
6 months ago

Zero coupon bonds

0.3

0.0

Less than 3%

1.2

11.5

3 - 3.99%

9.2

3.3

4 - 4.99%

22.8

17.3

5 - 5.99%

30.0

29.0

6 - 6.99%

15.7

17.6

7% and over

3.7

5.7

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of April 30, 2005

6 months ago

Years

4.2

3.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of April 30, 2005

6 months ago

Years

2.6

2.9

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Mortgage
Securities 83.3%

Mortgage
Securities 73.4%

Corporate Bonds 0.7%

Corporate Bonds 0.7%

CMOs and Other Mortgage Related Securities 12.5%

CMOs and Other Mortgage Related Securities 17.1%

U.S. Government
Agency Obligations 0.4%

U.S. Government
Agency Obligations 1.6%

Asset-Backed
Securities 6.9%

Asset-Backed
Securities 8.2%

Short-Term
Investments and
Net Other Assets(dagger) (3.8)%

Short-Term
Investments and
Net Other Assets(dagger) (1.0)%

* Foreign investments

0.5%

** Foreign investments

0.7%

* Futures and Swaps

(0.2)%

** Futures and Swaps

(1.2)%



* Short-term Investments and Net Other Assets are not included in the pie chart.

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 83.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - 65.0%

3.737% 1/1/35 (c)

$ 539

$ 536

3.793% 6/1/34 (c)

1,616

1,589

3.827% 12/1/34 (c)

107

106

3.83% 1/1/35 (c)

385

384

3.836% 6/1/33 (c)

271

269

3.84% 1/1/35 (c)

1,063

1,059

3.87% 1/1/35 (c)

635

634

3.878% 6/1/33 (c)

1,576

1,567

3.878% 11/1/34 (c)

2,297

2,295

3.913% 12/1/34 (c)

338

337

3.941% 10/1/34 (c)

466

464

3.975% 11/1/34 (c)

726

723

3.98% 1/1/35 (c)

499

497

3.987% 12/1/34 (c)

448

446

4% 6/1/18 to 5/1/19

23,233

22,570

4% 5/1/20 (b)

56,763

55,007

4% 5/17/20 (b)

47,000

45,546

4% 1/1/35 (c)

306

305

4.017% 12/1/34 (c)

2,539

2,544

4.021% 12/1/34 (c)

388

386

4.023% 2/1/35 (c)

320

319

4.025% 1/1/35 (c)

664

662

4.029% 1/1/35 (c)

168

169

4.037% 12/1/34 (c)

240

240

4.048% 1/1/35 (c)

315

314

4.052% 2/1/35 (c)

314

314

4.072% 12/1/34 (c)

657

657

4.105% 1/1/35 (c)

699

701

4.118% 1/1/35 (c)

708

709

4.118% 2/1/35 (c)

245

246

4.12% 2/1/35 (c)

638

639

4.127% 1/1/35 (c)

703

707

4.128% 2/1/35 (c)

1,293

1,294

4.144% 1/1/35 (c)

979

980

4.145% 2/1/35 (c)

787

788

4.151% 1/1/35 (c)

1,186

1,187

4.162% 2/1/35 (c)

659

661

4.17% 11/1/34 (c)

603

603

4.197% 1/1/35 (c)

591

592

4.2% 1/1/35 (c)

1,383

1,396

4.202% 1/1/35 (c)

747

745

4.23% 11/1/34 (c)

196

197

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.25% 2/1/35 (c)

$ 371

$ 369

4.269% 10/1/34 (c)

1,018

1,026

4.305% 8/1/33 (c)

859

868

4.305% 7/1/34 (c)

359

361

4.318% 3/1/33 (c)

183

182

4.324% 12/1/34 (c)

246

246

4.349% 2/1/35 (c)

270

270

4.351% 1/1/35 (c)

369

368

4.368% 2/1/34 (c)

954

955

4.4% 2/1/35 (c)

569

568

4.437% 11/1/34 (c)

5,795

5,858

4.455% 3/1/35 (c)

500

500

4.484% 10/1/34 (c)

2,208

2,233

4.493% 8/1/34 (c)

1,323

1,332

4.499% 3/1/35 (c)

1,124

1,125

4.5% 5/1/20 (b)

167,000

165,069

4.5% 10/1/28 to 5/1/35

222,839

215,517

4.53% 3/1/35 (c)

1,046

1,049

4.549% 8/1/34 (c)

815

822

4.572% 2/1/35 (c)

2,707

2,732

4.587% 2/1/35 (c)

3,330

3,342

4.625% 2/1/35 (c)

1,150

1,156

4.67% 11/1/34 (c)

1,368

1,378

4.694% 11/1/34 (c)

1,355

1,364

4.742% 3/1/35 (c)

648

654

4.748% 7/1/34 (c)

1,221

1,223

5% 9/1/16 to 12/1/34

203,534

202,846

5% 5/1/20 (b)

35,000

35,230

5% 5/1/35 (b)

77,043

76,224

5.5% 4/1/09 to 12/1/33

176,418

179,798

5.5% 5/17/20 (b)

13,000

13,305

5.5% 5/1/35 (b)

14,288

14,418

5.5% 5/12/35 (b)

56,000

56,508

6% 4/1/06 to 1/1/34

120,702

124,876

6.5% 6/1/23 to 5/1/33

72,590

75,729

6.5% 5/1/35 (b)

721

750

6.5% 5/12/35 (b)

40,000

41,600

7% 3/1/17 to 7/1/33

9,763

10,332

7.5% 4/1/22 to 9/1/32

4,801

5,142

8% 9/1/07 to 12/1/29

33

36

8.25% 1/1/13

4

5

8.5% 1/1/16 to 7/1/31

586

627

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

8.75% 11/1/08

$ 2

$ 2

9% 6/1/09 to 10/1/30

1,341

1,479

9.5% 11/1/06 to 8/1/22

241

264

11% 8/1/10

129

141

12.25% 5/1/13 to 5/1/15

53

60

12.5% 8/1/15 to 3/1/16

69

77

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

35

40

1,401,446

Freddie Mac - 12.5%

4.232% 1/1/35 (c)

612

612

4.314% 12/1/34 (c)

542

541

4.364% 1/1/35 (c)

1,376

1,381

4.37% 3/1/35 (c)

775

771

4.401% 2/1/35 (c)

1,068

1,062

4.434% 2/1/35 (c)

1,274

1,279

4.441% 2/1/34 (c)

666

663

4.444% 3/1/35 (c)

475

474

4.491% 3/1/35 (c)

1,425

1,421

4.504% 3/1/35 (c)

575

575

4.564% 2/1/35 (c)

841

837

4.985% 8/1/33 (c)

265

268

5% 7/1/33 to 10/1/33

2,981

2,960

5% 5/1/35 (b)

131,431

129,993

5.5% 3/1/29 to 3/1/35

96,915

98,066

6% 5/1/16 to 5/1/33

7,110

7,326

6.5% 1/1/24 to 9/1/24

2,567

2,682

7.5% 2/1/08 to 7/1/32

16,328

17,384

8% 10/1/07 to 4/1/21

92

98

8.5% 7/1/09 to 9/1/20

243

261

9% 9/1/08 to 5/1/21

689

741

10% 1/1/09 to 5/1/19

207

227

10.5% 8/1/10 to 2/1/16

18

20

12.25% 6/1/14

15

17

12.5% 5/1/12 to 12/1/14

123

138

13% 12/1/13 to 6/1/15

215

242

270,039

Government National Mortgage Association - 5.8%

6% 10/20/33 to 1/20/34

106,193

109,481

6.5% 5/15/28 to 7/15/34

3,281

3,438

7% 2/15/24 to 7/15/32

5,033

5,339

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

7.5% 7/15/05 to 4/15/32

$ 2,839

$ 3,053

8% 6/15/06 to 12/15/25

1,152

1,244

8.5% 7/15/16 to 10/15/28

1,808

1,989

9% 11/20/17

2

2

9.5% 12/15/24

5

5

10.5% 12/20/15 to 2/20/18

89

100

13% 10/15/13

31

35

13.5% 7/15/11 to 10/15/14

19

21

124,707

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,789,862)

1,796,192

Asset-Backed Securities - 0.9%

ACE Securities Corp. Series 2003-FM1 Class M2, 4.87% 11/25/32 (c)

1,450

1,473

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.92% 10/25/33 (c)

1,265

1,307

Home Equity Asset Trust NIMS Trust Series 2003-2N Class A, 8% 9/27/33 (a)

22

22

Home Equity Residual Distributions Trust Series 2002-1 Class A, 12.25% 11/25/05 (a)

525

525

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.77% 7/25/33 (c)

3,770

3,805

Class M2, 4.87% 7/25/33 (c)

2,600

2,660

Morgan Stanley ABS Capital I, Inc. Series 2003-NC6 Class M2, 4.97% 6/27/33 (c)

6,165

6,339

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

1,570

1,554

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

1,470

1,427

TOTAL ASSET-BACKED SECURITIES

(Cost $18,833)

19,112

Collateralized Mortgage Obligations - 4.9%

Private Sponsor - 1.2%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 3.42% 3/25/35 (c)

1,577

1,582

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,525

1,532

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - continued

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

$ 6,554

$ 6,597

CS First Boston Mortgage Securities Corp.:

Series 2002-15R Class A1, 8.2345% 1/28/32 (a)(c)

1,000

990

Series 2003-TFLA Class F, 3.37% 4/15/13 (a)(c)

1,400

1,395

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

9,726

9,809

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,890

1,938

Series 2004-SL2 Class A1, 6.5% 10/25/16

509

521

WAMU Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

1,131

1,137

TOTAL PRIVATE SPONSOR

25,501

U.S. Government Agency - 3.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

3,326

3,432

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,664

Series 1999-15 Class PC, 6% 9/25/18

4,647

4,749

Series 2003-26 Class KI, 5% 12/25/15 (e)

5,660

534

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,526

Series 2002-11 Class QB, 5.5% 3/25/15

1,986

2,008

Series 2002-9 Class C, 6.5% 6/25/30

5,000

5,135

Series 2003-73 Class GA, 3.5% 5/25/31

14,204

13,609

sequential pay Series 2001-82 Class VB, 6.5% 3/25/16

2,336

2,339

Series 2002-50 Class LE, 7% 12/25/29

514

519

Series 2003-42 Class HS, 4.25% 12/25/17 (c)(e)

15,389

1,234

Freddie Mac:

planned amortization class Series 70 Class C, 9% 9/15/20

276

276

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,366

1,424

Series 2516 Class AH, 5% 1/15/16

744

750

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043 Class CJ, 6.5% 4/15/28

2,532

2,655

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2557 Class MA, 4.5% 7/15/16

$ 232

$ 232

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,309

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,168

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,830

sequential pay Series 2750 Class ZT, 5% 2/15/34

2,300

2,098

Series 1658 Class GZ, 7% 1/15/24

4,785

5,017

Series 2907 Class HZ, 5% 12/15/34

3,568

3,580

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-53 Class TA, 6% 12/20/30

417

419

TOTAL U.S. GOVERNMENT AGENCY

80,507

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $103,765)

106,008

Commercial Mortgage Securities - 3.6%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7259% 2/14/43 (c)(e)

40,356

2,121

Bear Stearns Commercial Mortgage Securities, Inc. Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

560

567

Class C, 4.937% 5/14/16 (a)

1,165

1,181

Class D, 4.986% 5/14/16 (a)

425

431

Class E, 5.064% 5/14/16 (a)

1,315

1,335

Class F, 5.182% 5/14/16 (a)

315

320

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6174% 5/15/35 (a)(c)(e)

32,400

1,841

Chase Commercial Mortgage Securities Corp.
Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,220

Class F, 7.734% 1/15/32

600

649

COMM floater Series 2001-FL5A Class E, 4.4538% 11/15/13 (a)(c)

3,205

3,204

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class D, 3.5938% 9/15/14 (a)(c)

185

185

Class E, 3.6538% 9/15/14 (a)(c)

250

250

Class F, 3.7538% 9/15/14 (a)(c)

200

200

Commercial Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Commercial Mortgage pass thru certificates floater Series 2004-CNL: - continued

Class G, 3.9338% 9/15/14 (a)(c)

$ 455

$ 456

Class H, 4.0338% 9/15/14 (a)(c)

485

486

Class J, 4.5538% 9/15/14 (a)(c)

165

165

Class K, 4.9538% 9/15/14 (a)(c)

260

260

Class L, 5.1538% 9/15/14 (a)(c)

210

210

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

195

198

Series 1999-C1 Class A2, 7.29% 9/15/41

6,100

6,701

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,613

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,763

Series 2003-TFLA Class G, 3.37% 4/15/13 (a)(c)

700

680

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,492

Fannie Mae sequential pay:

Series 1999-10 Class MZ, 6.5% 9/17/38

4,523

4,757

Series 2000-7 Class MB, 7.5147% 2/17/24 (c)

5,505

5,819

Fannie Mae guaranteed REMIC pass thru certificates Series 1998-49 Class MI, 0.8619% 6/17/38 (c)(e)

99,210

4,367

Greenwich Capital Commercial Funding Corp.:

floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (a)(c)

1,015

1,015

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,600

GS Mortgage Securities Corp. II Series 1998-GLII
Class E, 6.9716% 4/13/31 (c)

390

412

Host Marriot Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

866

LB-UBS Commercial Mortgage Trust sequential pay Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,181

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,030

Morgan Stanley Capital I, Inc. Series 1997-RR Class C, 7.3462% 4/30/39 (a)(c)

2,760

2,866

Trizechahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

7,895

8,284

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $78,825)

76,725

Fixed-Income Funds - 16.1%

Shares

Value (Note 1)
(000s)

Fidelity Ultra-Short Central Fund (d)
(Cost $346,441)

3,494,099

$ 347,733

Cash Equivalents - 20.1%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (f)
(Cost $434,087)

$ 434,194

434,087

TOTAL INVESTMENT PORTFOLIO - 128.9%

(Cost $2,771,813)

2,779,857

NET OTHER ASSETS - (28.9)%

(623,471)

NET ASSETS - 100%

$ 2,156,386

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $40,791,000 or 1.9% of net assets.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income fund's holdings is provided at the end of this report.

(e) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(f) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

(000s)

$434,087,000 due 5/2/05 at 2.96%

Banc of America Securities LLC.

$ 66,364

Bank of America, National Association

28,259

Barclays Capital Inc.

113,037

Bear Stearns & Co. Inc.

17,662

Countrywide Securities Corporation

28,259

Credit Suisse First Boston LLC

14,130

J.P. Morgan Securities, Inc.

7,065

Lehman Brothers Inc..

14,130

Morgan Stanley & Co. Incorporated.

81,598

UBS Securities LLC

63,583

$ 434,087

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $434,087) (cost $2,771,813) - See accompanying schedule

$ 2,779,857

Commitment to sell securities on a delayed delivery basis

$ (100,621)

Receivable for securities sold on a delayed delivery basis

100,726

105

Receivable for investments sold, regular delivery

404

Cash

59

Receivable for fund shares sold

3,184

Interest receivable

8,011

Prepaid expenses

5

Receivable from investment adviser for expense reductions

20

Total assets

2,791,645

Liabilities

Payable for investments purchased
Regular delivery

58

Delayed delivery

630,502

Payable for fund shares redeemed

2,568

Distributions payable

518

Accrued management fee

753

Distribution fees payable

165

Other affiliated payables

333

Other payables and accrued expenses

362

Total liabilities

635,259

Net Assets

$ 2,156,386

Net Assets consist of:

Paid in capital

$ 2,148,160

Undistributed net investment income

1,759

Accumulated undistributed net realized gain (loss) on investments

(1,682)

Net unrealized appreciation (depreciation) on investments

8,149

Net Assets

$ 2,156,386

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,828 ÷ 4,813 shares)

$ 11.18

Maximum offering price per share (100/95.25 of $11.18)

$ 11.74

Class T:
Net Asset Value
and redemption price per share ($128,028 ÷ 11,431 shares)

$ 11.20

Maximum offering price per share (100/96.50 of $11.20)

$ 11.61

Class B:
Net Asset Value
and offering price per share
($118,913 ÷ 10,633 shares)A

$ 11.18

Class C:
Net Asset Value
and offering price per share
($50,001 ÷ 4,475 shares)A

$ 11.17

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,790,718 ÷ 159,832 shares)

$ 11.20

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,898 ÷ 1,333 shares)

$ 11.18

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 42,758

Expenses

Management fee

$ 4,336

Transfer agent fees

1,579

Distribution fees

1,042

Accounting fees and expenses

365

Independent trustees' compensation

5

Custodian fees and expenses

67

Registration fees

128

Audit

54

Legal

23

Miscellaneous

125

Total expenses before reductions

7,724

Expense reductions

(83)

7,641

Net investment income

35,117

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(767)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,288)

Delayed delivery commitments

105

Total change in net unrealized appreciation (depreciation)

(11,183)

Net gain (loss)

(11,950)

Net increase (decrease) in net assets resulting from operations

$ 23,167

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 35,117

$ 59,740

Net realized gain (loss)

(767)

13,137

Change in net unrealized appreciation (depreciation)

(11,183)

14,539

Net increase (decrease) in net assets resulting
from operations

23,167

87,416

Distributions to shareholders from net investment income

(37,451)

(60,059)

Distributions to shareholders from net realized gain

(10,450)

(23,783)

Total distributions

(47,901)

(83,842)

Share transactions - net increase (decrease)

264,404

90,855

Total increase (decrease) in net assets

239,670

94,429

Net Assets

Beginning of period

1,916,716

1,822,287

End of period (including undistributed net investment income of $1,759 and undistributed net investment income of $4,093, respectively)

$ 2,156,386

$ 1,916,716

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.187

.365

.282

.502 G

.630

.665

Net realized and unrealized gain (loss)

(.077)

.181

.112

.172 G

.613

.086

Total from investment operations

.110

.546

.394

.674

1.243

.751

Distributions from net investment income

(.200)

(.366)

(.274)

(.534)

(.653)

(.701)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.260)

(.516)

(.354)

(.534)

(.653)

(.701)

Net asset value,
end of period

$ 11.18

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.99%

4.97%

3.56%

6.26%

12.15%

7.49%

Ratios to Average Net Assets F

Expenses before expense reductions

.89% A

.86%

.81%

.84%

.85%

.88%

Expenses net of voluntary waivers,
if any

.85% A

.86%

.81%

.84%

.85%

.88%

Expenses net of all reductions

.85% A

.86%

.81%

.84%

.85%

.88%

Net investment income

3.37% A

3.24%

2.51%

4.55% G

5.86%

6.44%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 55

$ 69

$ 63

$ 15

$ 5

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.48

Income from Investment Operations

Net investment income E

.182

.353

.270

.492 G

.622

.653

Net realized and unrealized gain (loss)

(.067)

.181

.101

.171 G

.617

.092

Total from investment operations

.115

.534

.371

.663

1.239

.745

Distributions from net investment income

(.195)

(.354)

(.261)

(.523)

(.639)

(.685)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.255)

(.504)

(.341)

(.523)

(.639)

(.685)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C, D

1.04%

4.86%

3.34%

6.15%

12.09%

7.42%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of voluntary waivers, if any

.94% A

.96%

.93%

.94%

.96%

1.00%

Expenses net of all reductions

.94% A

.96%

.93%

.94%

.96%

1.00%

Net investment income

3.28% A

3.14%

2.39%

4.45% G

5.75%

6.33%

Supplemental Data

Net assets, end of period (in millions)

$ 128

$ 131

$ 155

$ 195

$ 106

$ 61

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

$ 10.48

Income from Investment Operations

Net investment income E

.145

.278

.197

.421 G

.551

.593

Net realized and unrealized gain (loss)

(.066)

.172

.112

.171 G

.611

.081

Total from investment operations

.079

.450

.309

.592

1.162

.674

Distributions from net investment income

(.159)

(.280)

(.189)

(.452)

(.572)

(.624)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.219)

(.430)

(.269)

(.452)

(.572)

(.624)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Total Return B, C, D

.71%

4.08%

2.78%

5.48%

11.32%

6.70%

Ratios to Average Net Assets F

Expenses before expense reductions

1.66% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of voluntary waivers, if any

1.60% A

1.63%

1.57%

1.58%

1.60%

1.60%

Expenses net of all reductions

1.60% A

1.63%

1.57%

1.57%

1.60%

1.60%

Net investment income

2.61% A

2.48%

1.75%

3.82% G

5.11%

5.73%

Supplemental Data

Net assets, end of period (in millions)

$ 119

$ 134

$ 182

$ 176

$ 57

$ 20

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001 F

Selected Per-Share Data

Net asset value,
beginning of period

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.141

.273

.189

.413 H

.112

Net realized and unrealized gain (loss)

(.066)

.172

.112

.173 H

.238

Total from investment operations

.075

.445

.301

.586

.350

Distributions from net investment income

(.155)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

Total distributions

(.215)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 11.17

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

.67%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets G

Expenses before expense reductions

1.72% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of voluntary waivers, if any

1.68% A

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.68% A

1.68%

1.64%

1.64%

1.60% A

Net investment income

2.54% A

2.42%

1.68%

3.75% H

4.87% A

Supplemental Data

Net assets, end of period
(in millions)

$ 50

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate

223% A

204%

356%

231%

194%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

$ 10.49

Income from Investment Operations

Net investment income D

.199

.390

.306

.526 F

.654

.690

Net realized and unrealized gain (loss)

(.067)

.183

.102

.170 F

.619

.078

Total from investment operations

.132

.573

.408

.696

1.273

.768

Distributions from net investment income

(.212)

(.393)

(.298)

(.556)

(.673)

(.718)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.272)

(.543)

(.378)

(.556)

(.673)

(.718)

Net asset value,
end of period

$ 11.20

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Total Return B, C

1.18%

5.21%

3.68%

6.47%

12.44%

7.66%

Ratios to Average Net Assets E

Expenses before expense reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of voluntary waivers, if any

.64% A

.62%

.60%

.63%

.66%

.67%

Expenses net of all reductions

.64% A

.62%

.60%

.63%

.66%

.67%

Net investment income

3.58% A

3.48%

2.72%

4.76% F

6.04%

6.65%

Supplemental Data

Net assets, end of period (in millions)

$ 1,791

$ 1,525

$ 1,302

$ 1,208

$ 430

$ 371

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Net asset value, beginning of period

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

$ 10.47

Income from Investment Operations

Net investment income D

.197

.387

.302

.513 F

.644

.684

Net realized and unrealized gain (loss)

(.066)

.182

.112

.171 F

.610

.080

Total from investment operations

.131

.569

.414

.684

1.254

.764

Distributions from net investment income

(.211)

(.389)

(.294)

(.544)

(.664)

(.714)

Distributions from net realized gain

(.060)

(.150)

(.080)

-

-

-

Total distributions

(.271)

(.539)

(.374)

(.544)

(.664)

(.714)

Net asset value,
end of period

$ 11.18

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Total Return B, C

1.18%

5.19%

3.75%

6.36%

12.27%

7.64%

Ratios to Average Net Assets E

Expenses before expense reductions

.67% A

.66%

.63%

.75%

.76%

.73%

Expenses net of voluntary waivers, if any

.67% A

.66%

.63%

.75%

.75%

.73%

Expenses net of all reductions

.67% A

.66%

.63%

.75%

.75%

.72%

Net investment income

3.55% A

3.45%

2.69%

4.65% F

5.95%

6.60%

Supplemental Data

Net assets, end of period (in millions)

$ 15

$ 13

$ 16

$ 12

$ 7

$ 9

Portfolio turnover rate

223% A

204%

356%

231%

194%

99%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor Mortgage Securities Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B,Class C, Fidelity Mortgage Securities Fund, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Underlying Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including income from the Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to prior period premium and discount on debt securities, market discount, financing transactions, and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 14,671

Unrealized depreciation

(10,010)

Net unrealized appreciation (depreciation)

$ 4,661

Cost for federal income tax purposes

$ 2,775,196

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the fund's Statement of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Semiannual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,333 and $45,189, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 40

$ -

Class T

0%

.25%

162

3

Class B

.65%

.25%

570

413

Class C

.75%

.25%

270

32

$ 1,042

$ 448

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 15

Class T

7

Class B*

198

Class C

9

$ 229

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Fidelity Mortgage Securities Fund. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Fidelity Mortgage Securities Fund shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 64

.24

Class T

141

.22

Class B

158

.25

Class C

57

.21

Fidelity Mortgage Securities Fund

1,146

.14

Institutional Class

13

.17

$ 1,579

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $4,898 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 11

Class T

1.00% -.93%*

22

Class B

1.65% - 1.58%*

36

Class C

1.75% - 1.68%*

11

Fidelity Mortgage Securities Fund

.75%

-

Institutional Class

.75% - .68%*

1

$ 81

* Expense limitation in effect at period end.

Effective June 1, 2005, the expense limitation will be eliminated for the Fidelity Mortgage Securities Fund shares.

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2.

Semiannual Report

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 961

$ 1,954

Class T

2,256

4,349

Class B

1,793

3,827

Class C

748

1,788

Fidelity Mortgage Securities Fund

31,413

47,698

Institutional Class

280

443

Total

$ 37,451

$ 60,059

From net realized gain

Class A

$ 287

$ 889

Class T

691

1,953

Class B

700

2,324

Class C

301

1,223

Fidelity Mortgage Securities Fund

8,396

17,203

Institutional Class

75

191

Total

$ 10,450

$ 23,783

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended
April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

716

1,641

$ 8,024

$ 18,405

Reinvestment of distributions

97

217

1,085

2,435

Shares redeemed

(874)

(3,086)

(9,798)

(34,550)

Net increase (decrease)

(61)

(1,228)

$ (689)

$ (13,710)

Class T

Shares sold

1,800

4,195

$ 20,230

$ 47,196

Reinvestment of distributions

247

522

2,771

5,858

Shares redeemed

(2,153)

(6,866)

(24,154)

(77,143)

Net increase (decrease)

(106)

(2,149)

$ (1,153)

$ (24,089)

Class B

Shares sold

215

713

$ 2,412

$ 8,013

Reinvestment of distributions

182

449

2,036

5,030

Shares redeemed

(1,621)

(5,387)

(18,156)

(60,324)

Net increase (decrease)

(1,224)

(4,225)

$ (13,708)

$ (47,281)

Class C

Shares sold

281

835

$ 3,151

$ 9,365

Reinvestment of distributions

74

207

830

2,314

Shares redeemed

(1,008)

(4,707)

(11,276)

(52,702)

Net increase (decrease)

(653)

(3,665)

$ (7,295)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

39,561

53,695

$ 444,330

$ 604,255

Reinvestment of distributions

3,285

5,298

36,856

59,524

Shares redeemed

(17,457)

(39,584)

(195,788)

(444,008)

Net increase (decrease)

25,389

19,409

$ 285,398

$ 219,771

Institutional Class

Shares sold

467

482

$ 5,240

$ 5,417

Reinvestment of distributions

23

39

257

433

Shares redeemed

(327)

(772)

(3,646)

(8,663)

Net increase (decrease)

163

(251)

$ 1,851

$ (2,813)

Semiannual Report

10. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets. A new Fundwide Operations and Expense Agreement has also been approved under which FMR will provide for fund level expenses (which do not include transfer agent or Rule 12b-1 fees) in return for a fee equal to .35% less the total amount of the management fee, effectively limiting overall fund level expenses, including management fees, to .35% of average net assets.

Under a separate amended contract, transfer agent fees for the Fidelity Mortgage Securities Fund shares will consist of an asset based fee which will be reduced to a rate of .10% of average net assets. The account fees will be eliminated.

Semiannual Report

The following is a complete listing of investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is
an investment of Fidelity Mortgage Securities Fund

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Semiannual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investment Money
Management Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investment Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

MOR-USAN-0605
1.784900.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Municipal Income Fund -
Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,020.00

$ 3.56

HypotheticalA

$ 1,000.00

$ 1,021.27

$ 3.56

Class T

Actual

$ 1,000.00

$ 1,019.50

$ 4.06

HypotheticalA

$ 1,000.00

$ 1,020.78

$ 4.06

Class B

Actual

$ 1,000.00

$ 1,017.00

$ 7.35

HypotheticalA

$ 1,000.00

$ 1,017.50

$ 7.35

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,015.70

$ 7.80

HypotheticalA

$ 1,000.00

$ 1,017.06

$ 7.80

Institutional Class

Actual

$ 1,000.00

$ 1,020.90

$ 2.71

HypotheticalA

$ 1,000.00

$ 1,022.12

$ 2.71

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.71%

Class T

.81%

Class B

1.47%

Class C

1.56%

Institutional Class

.54%

Semiannual Report

Investment Changes

Top Five States as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Texas

16.2

15.7

Illinois

12.3

13.3

Washington

9.6

9.3

New York

9.2

9.8

California

8.2

8.4

Top Five Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

32.0

33.0

Electric Utilities

11.8

11.7

Escrowed/Pre-Refunded

11.2

4.8

Health Care

10.5

11.0

Transportation

9.8

11.5

Average Years to Maturity as of April 30, 2005

6 months ago

Years

15.0

15.9

Average years to maturity is based on the average time remaining to the stated maturity date of each bond, weighted by the market value of each bond.

Duration as of April 30, 2005

6 months ago

Years

6.8

7.4

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

AAA 72.2%

AAA 69.4%

AA,A 20.9%

AA,A 22.6%

BBB 6.2%

BBB 6.3%

Not Rated 0.8%

Not Rated 0.6%

Short-Term
Investments and
Net Other Assets* (0.1)%

Short-Term
Investments and
Net Other Assets 1.1%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

* Short-Term Investments and Net Other Assets are not included in the pie chart.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Municipal Bonds - 100.1%

Principal Amount

Value (Note 1)

Alabama - 0.4%

Oxford Gen. Oblig. 5.75% 5/1/25 (AMBAC Insured)

$ 1,000,000

$ 1,100,160

Phenix City Gen. Oblig. 5.65% 8/1/21 (AMBAC Insured)

1,000,000

1,122,130

2,222,290

Alaska - 0.3%

Alaska Student Ln. Corp. Student Ln. Rev. Series A, 5.45% 7/1/09 (AMBAC Insured) (c)

1,500,000

1,580,370

Arizona - 0.6%

Arizona Student Ln. Acquisition Auth. Student Ln. Rev. Series A1, 5.875% 5/1/18 (c)

1,300,000

1,395,446

Phoenix Indl. Dev. Auth. Single Family Mtg. Rev. 0% 12/1/14 (Escrowed to Maturity) (d)

3,750,000

2,583,413

3,978,859

Arkansas - 0.2%

Little Rock School District Series 2001 C, 5.25% 2/1/33 (FSA Insured)

1,000,000

1,052,490

California - 8.2%

California Dept. of Wtr. Resources Pwr. Supply Rev.:

Series 2002 A:

5.125% 5/1/18 (FGIC Insured)

1,000,000

1,081,960

5.75% 5/1/17

800,000

893,832

Series A:

5.5% 5/1/15 (AMBAC Insured)

1,000,000

1,120,360

5.875% 5/1/16

2,100,000

2,373,210

California Econ. Recovery:

Series 2004 A, 5% 7/1/16

1,400,000

1,496,950

Series A, 5.25% 7/1/13 (MBIA Insured)

1,080,000

1,215,518

California Gen. Oblig.:

5.25% 2/1/11

2,300,000

2,525,147

5.25% 2/1/14

2,400,000

2,656,656

5.25% 2/1/15

1,200,000

1,328,328

5.25% 2/1/16

1,000,000

1,104,700

5.25% 2/1/28

1,200,000

1,276,608

5.5% 3/1/11

3,500,000

3,893,085

5.5% 4/1/30

500,000

545,540

5.5% 11/1/33

1,100,000

1,193,885

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 2004 B, 3.5%, tender 6/1/07 (FGIC Insured) (b)(c)

1,200,000

1,201,404

Municipal Bonds - continued

Principal Amount

Value (Note 1)

California - continued

California Pub. Works Board Lease Rev.:

(Richmond Lab., Phase III Office Bldg. Proj.) Series B, 5.25% 11/1/25 (XL Cap. Assurance, Inc. Insured)

$ 2,585,000

$ 2,815,685

Series 2005 A, 5.25% 6/1/30

1,500,000

1,582,800

Central Valley Fing. Auth. Cogeneration Proj. Rev. (Carson Ice Gen. Proj.) 6% 7/1/09

1,260,000

1,268,077

Foothill/Eastern Trans. Corridor Agcy. Toll Road Rev.:

Series A, 5% 1/1/35 (MBIA Insured)

700,000

717,178

5% 1/15/16 (MBIA Insured)

400,000

425,936

5.75% 1/15/40

600,000

612,042

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

1,200,000

1,276,680

Series 2003 B, 5.75% 6/1/23

1,800,000

1,912,716

Los Angeles Dept. of Wtr. & Pwr. Wtrwks. Rev.:

Series 2001 A, 5.125% 7/1/41

4,000,000

4,135,080

Series A, 5.125% 7/1/41 (MBIA Insured)

1,300,000

1,350,999

Los Angeles Unified School District Series A:

5.375% 7/1/17 (MBIA Insured)

1,800,000

2,022,696

5.375% 7/1/18 (MBIA Insured)

1,000,000

1,115,490

Sacramento Cogeneration Auth. Cogeneration Proj. Rev. (Procter & Gamble Proj.) 6.375% 7/1/10

500,000

512,880

Sacramento Pwr. Auth. Cogeneration Proj. Rev. 6.5% 7/1/08 (Pre-Refunded to 7/1/06 @ 102) (d)

300,000

318,969

San Diego Unified School District (Election of 1998 Proj.) Series E2, 5.5% 7/1/26 (FSA Insured)

2,300,000

2,705,582

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A, 0% 1/15/12 (MBIA Insured)

1,300,000

1,016,301

Univ. of California Revs. (UCLA Med. Ctr. Proj.) Series A:

5.5% 5/15/18 (AMBAC Insured)

1,755,000

1,948,717

5.5% 5/15/20 (AMBAC Insured)

2,000,000

2,205,140

51,850,151

Colorado - 2.2%

Arapahoe County Cherry Creek School District #5 6% 12/15/15

1,250,000

1,400,688

Colorado Springs Arpt. Rev. Series C, 0% 1/1/08 (MBIA Insured)

870,000

795,215

Colorado Wtr. Resources and Pwr. Dev. Auth. Wtr. Resources Rev. (Parker Wtr. and Sanitation District Proj.) Series D, 5.25% 9/1/43 (MBIA Insured)

4,600,000

4,881,704

Colorado Wtr. Resources Pwr. Dev. Auth. Clean Wtr. Rev. Series 2001 A:

5.625% 9/1/13

1,610,000

1,816,161

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Colorado - continued

Colorado Wtr. Resources Pwr. Dev. Auth. Clean Wtr. Rev. Series 2001 A: - continued

5.625% 9/1/14

$ 1,745,000

$ 1,963,142

E-470 Pub. Hwy. Auth. Rev. Series 2000 A, 5.75% 9/1/29 (MBIA Insured)

1,200,000

1,350,648

Mesa County Residual Rev. 0% 12/1/11 (Escrowed to Maturity) (d)

2,275,000

1,785,397

13,992,955

Connecticut - 0.8%

Connecticut Gen. Oblig.:

Series 2002 B, 5.5% 6/15/18 (Pre-Refunded to 6/15/12 @ 100) (d)

600,000

681,840

Series D, 5.375% 11/15/18 (Pre-Refunded to 11/15/12 @ 100) (d)

1,000,000

1,135,210

Eastern Connecticut Resources Recovery Auth. Solid Waste Rev. (Wheelabrator Lisbon Proj.) Series A, 5.5% 1/1/20 (c)

3,350,000

3,368,861

5,185,911

District Of Columbia - 2.2%

District of Columbia Gen. Oblig.:

Series A, 6% 6/1/07 (Escrowed to Maturity) (d)

150,000

155,513

Series B:

0% 6/1/12 (MBIA Insured)

1,200,000

914,964

5.25% 6/1/26 (FSA Insured)

6,000,000

6,341,160

District of Columbia Rev.:

(George Washington Univ. Proj.) Series A, 5.75% 9/15/20 (MBIA Insured)

1,490,000

1,646,241

(Georgetown Univ. Proj.) Series A, 5.95% 4/1/14 (MBIA Insured)

2,000,000

2,186,220

(Nat'l. Academy of Sciences Proj.) Series A, 5% 1/1/19 (AMBAC Insured)

2,500,000

2,637,950

13,882,048

Florida - 0.9%

Dade County Aviation Rev. Series D, 5.75% 10/1/09 (AMBAC Insured) (c)

5,000,000

5,155,400

Seminole County School Board Ctfs. of Prtn. Series A, 5% 7/1/20 (MBIA Insured)

500,000

539,210

5,694,610

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Georgia - 2.4%

Atlanta Arpt. Rev. Series F, 5.25% 1/1/13 (FSA Insured) (c)

$ 1,000,000

$ 1,089,270

Atlanta Wtr. & Wastewtr. Rev.:

5% 11/1/37 (FSA Insured)

1,000,000

1,046,140

5% 11/1/43 (FSA Insured)

7,900,000

8,214,736

Augusta Wtr. & Swr. Rev. 5.25% 10/1/39 (FSA Insured)

2,200,000

2,372,590

College Park Bus. & Indl. Dev. Auth. Civic Ctr. Proj. Rev. Series 2000, 5.75% 9/1/20 (AMBAC Insured)

1,100,000

1,238,094

Private Colleges & Univs. Auth. Rev. (Emory Univ. Proj.) Series 1999 A, 5.5% 11/1/31

500,000

541,600

Richmond County Dev. Auth. Rev. Series C, 0% 12/1/21 (Escrowed to Maturity) (d)

1,165,000

529,283

15,031,713

Hawaii - 0.3%

Hawaii Arpts. Sys. Rev. Series 2000 B, 8% 7/1/11 (FGIC Insured) (c)

1,300,000

1,595,594

Illinois - 12.3%

Chicago Board of Ed.:

Series A, 0% 12/1/16 (FGIC Insured)

1,300,000

781,079

5.75% 12/1/27 (AMBAC Insured)

1,460,000

1,580,465

Chicago Gen. Oblig.:

(City Colleges Proj.):

0% 1/1/16 (FGIC Insured)

6,120,000

3,836,444

0% 1/1/24 (FGIC Insured)

6,110,000

2,526,240

0% 1/1/28 (FGIC Insured)

5,000,000

1,662,200

(Neighborhoods Alive 21 Prog.):

Series 2000 A, 6% 1/1/28 (FGIC Insured)

1,400,000

1,586,844

5.5% 1/1/17 (Pre-Refunded to 1/1/11 @ 100) (d)

2,265,000

2,537,547

Series 2000 C, 5.5% 1/1/40 (FGIC Insured)

1,410,000

1,528,031

Series A:

5% 1/1/41 (Pre-Refunded to 1/1/11 @ 101) (d)

1,000,000

1,081,390

5% 1/1/42 (AMBAC Insured)

1,700,000

1,749,334

5.5% 1/1/38 (MBIA Insured)

1,000,000

1,089,050

Chicago Midway Arpt. Rev.:

Series A, 5.5% 1/1/29 (MBIA Insured)

1,500,000

1,557,570

Series B, 6% 1/1/09 (MBIA Insured) (c)

300,000

317,196

Chicago O'Hare Int'l. Arpt. Rev.:

Series A:

5.5% 1/1/16 (AMBAC Insured) (c)

900,000

941,076

5.5% 1/1/16 (Pre-Refunded to 1/1/07 @ 102) (c)(d)

100,000

106,099

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Illinois - continued

Chicago O'Hare Int'l. Arpt. Rev.: - continued

Series A:

6.25% 1/1/09 (AMBAC Insured) (c)

$ 3,325,000

$ 3,549,305

5.5% 1/1/09 (AMBAC Insured) (c)

1,250,000

1,339,075

Chicago Park District Series 2001 A, 5.5% 1/1/19 (FGIC Insured)

1,000,000

1,095,360

Chicago Transit Auth. Cap. Grant Receipts Rev. (Douglas Branch Proj.) Series 2003 B, 4.25% 6/1/08 (AMBAC Insured)

1,400,000

1,401,638

Coles & Cumberland Counties Cmnty. Unit School District #2 5.8% 2/1/17 (FGIC Insured)

1,000,000

1,119,190

Cook County Gen. Oblig. Series C, 5% 11/15/25 (AMBAC Insured)

1,100,000

1,151,953

DuPage County Cmnty. High School District #108, Lake Park 5.6% 1/1/17 (FSA Insured)

3,190,000

3,586,294

Evanston Gen. Oblig. Series C, 5.25% 1/1/20

1,500,000

1,640,655

Illinois Edl. Facilities Auth. Revs. (Northwestern Univ. Proj.) 5% 12/1/38 (a)

1,650,000

1,698,626

Illinois Gen. Oblig.:

First Series:

5.5% 8/1/19 (MBIA Insured)

2,500,000

2,805,375

5.75% 12/1/18 (MBIA Insured)

1,000,000

1,116,250

5.5% 4/1/17 (MBIA Insured)

1,000,000

1,090,390

5.6% 4/1/21 (MBIA Insured)

1,000,000

1,091,090

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.) 6.5% 5/15/30

3,000,000

3,219,930

(Decatur Memorial Hosp. Proj.) Series 2001, 5.75% 10/1/24

2,100,000

2,214,744

(Lake Forest Hosp. Proj.) 6% 7/1/33

1,000,000

1,072,470

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (d)

1,500,000

1,785,135

Illinois Sales Tax Rev.:

First Series 2001, 5.5% 6/15/13

3,250,000

3,608,638

6% 6/15/20

600,000

673,836

Kane County School District #129, Aurora West Side Series A:

5.75% 2/1/16 (FGIC Insured)

1,000,000

1,128,900

5.75% 2/1/18 (FGIC Insured)

2,000,000

2,247,600

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 5.5% 12/1/16 (MBIA Insured)

1,000,000

1,108,480

Lake Co. Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

1,805,000

879,468

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Illinois - continued

Lake County Warren Township High School District #121, Gurnee Series C, 5.5% 3/1/23 (AMBAC Insured)

$ 1,795,000

$ 2,008,946

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev. (McCormick Place Expansion Proj.):

Series 2002 A:

0% 12/15/32 (MBIA Insured)

2,000,000

508,660

5.75% 6/15/41 (MBIA Insured)

3,300,000

3,718,539

Series A:

0% 6/15/16 (FGIC Insured)

2,370,000

1,456,318

0% 12/15/24 (MBIA Insured)

3,000,000

1,167,480

0% 6/15/36 (MBIA Insured)

5,000,000

1,062,600

0% 12/15/38 (MBIA Insured)

2,000,000

372,860

Ogle Lee & DeKalb Counties Township High School District #212 6% 12/1/16 (MBIA Insured)

1,000,000

1,156,470

Univ. of Illinois Auxiliary Facilities Sys. Rev. 0% 4/1/15 (MBIA Insured)

3,700,000

2,420,281

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000,000

667,280

78,044,401

Indiana - 1.3%

Anderson Ind. School Bldg. Corp. 5.5% 7/15/23 (FSA Insured)

1,330,000

1,477,843

Indiana Health Facility Fing. Auth. Rev. (Sisters of Saint Francis Health Svc. Proj.) 5.5% 11/1/31

1,500,000

1,577,940

Muncie School Bldg. Corp. 5.25% 7/10/13 (MBIA Insured)

1,670,000

1,861,215

New Albany Floyd County Independent School Bldg. Corp. 5.75% 7/15/17 (FGIC Insured)

1,000,000

1,129,780

Petersburg Poll. Cont. Rev. 5.95% 12/1/29 (c)

2,000,000

2,108,420

8,155,198

Iowa - 0.9%

Iowa Fin. Auth. Hosp. Facilities Rev. 5.875% 2/15/30 (AMBAC Insured)

1,870,000

2,066,612

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25

4,000,000

3,786,640

5,853,252

Kansas - 1.4%

Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series A, 4.75%, tender 10/1/07 (b)

1,000,000

1,031,870

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Kansas - continued

Kansas Dev. Fin. Auth. Health Facilities Rev. (Sisters of Charity of Leavenworth Health Svcs. Corp. Proj.) Series J, 6.25% 12/1/28

$ 1,500,000

$ 1,665,840

Kansas Dev. Fin. Auth. Pub. Wtr. Supply Revolving Ln. Fund Rev. (Sisters of Charity Leavenworth Health Svc. Co. Proj.):

5% 12/1/13 (MBIA Insured)

2,390,000

2,520,088

5% 12/1/14 (MBIA Insured)

500,000

526,615

5.25% 12/1/09 (MBIA Insured)

1,420,000

1,519,173

5.25% 12/1/11 (MBIA Insured)

1,750,000

1,864,783

9,128,369

Kentucky - 1.4%

Louisville & Jefferson County Metropolitan Swr. District Swr. & Drain Sys. Rev. Series A:

5.25% 5/15/37 (FGIC Insured)

2,170,000

2,346,139

5.75% 5/15/33 (FGIC Insured)

6,050,000

6,715,742

9,061,881

Maine - 1.6%

Maine Tpk. Auth. Tpk. Rev.:

Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (d)

8,100,000

9,184,752

5.25% 7/1/30 (FSA Insured)

1,000,000

1,075,940

10,260,692

Maryland - 0.5%

Maryland Health & Higher Edl. Facilities Auth. Rev. (Good Samaritan Hosp. Proj.) 5.75% 7/1/13 (Escrowed to Maturity) (d)

2,680,000

3,036,896

Massachusetts - 3.7%

Massachusetts Bay Trans. Auth. Series A, 5.75% 3/1/26

2,000,000

2,191,520

Massachusetts Gen. Oblig.:

Series 2005 A, 5% 3/1/22

3,500,000

3,740,765

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (d)

1,000,000

1,112,360

Series D, 5.25% 10/1/22 (Pre-Refunded to 10/1/13 @ 100) (d)

1,200,000

1,342,512

Massachusetts Health & Edl. Facilities Auth. Rev. (New England Med. Ctr. Hosp. Proj.) Series G, 5.375% 7/1/24 (MBIA Insured)

500,000

510,725

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2:

0% 8/1/08

800,000

716,488

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Massachusetts - continued

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2: - continued

0% 8/1/10

$ 4,500,000

$ 3,682,800

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.75% 1/1/32 (FGIC Insured)

2,000,000

2,271,120

Massachusetts Wtr. Poll. Abatement Trust Wtr. Poll. Abatement Rev. (MWRA Ln. Prog.) Series A, 5.25% 8/1/13

10,000

10,723

Massachusetts Wtr. Resources Auth. Series A, 5.75% 8/1/39 (Pre-Refunded to 8/1/10 @ 101) (d)

7,000,000

7,932,120

23,511,133

Michigan - 1.1%

Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.25% 7/1/33 (FGIC Insured)

1,065,000

1,120,934

Ecorse Pub. School District 5.5% 5/1/27 (Pre-Refunded to 5/1/08 @ 101) (d)

1,000,000

1,084,660

Michigan Hosp. Fin. Auth. Hosp. Rev.:

(Ascension Health Cr. Group Proj.) Series A, 6.125% 11/15/26 (Pre-Refunded to 11/15/09 @ 101) (d)

300,000

340,008

(McLaren Health Care Corp. Proj.) Series A, 5% 6/1/19

2,000,000

2,052,160

Royal Oak Hosp. Fin. Auth. Hosp. Rev. (William Beaumont Hosp. Proj.) 6.25% 1/1/09

2,310,000

2,532,060

7,129,822

Minnesota - 1.2%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Healthspan Corp. Proj.) Series A, 4.75% 11/15/18 (AMBAC Insured)

1,800,000

1,820,646

Minneapolis Health Care Sys. Rev. (Allina Health Sys. Proj.) Series 2002 A, 6% 11/15/23

1,000,000

1,114,480

Minnesota Hsg. Fin. Agcy. (Single Family Mtg. Prog.) Series D, 6.4% 7/1/15 (c)

475,000

482,771

Rochester Health Care Facilities Rev. (Mayo Foundation Proj.) Series A, 5.5% 11/15/27

590,000

627,725

Saint Cloud Health Care Rev. (Saint Cloud Hosp. Group Oblig. Proj.) Series A, 5.875% 5/1/30 (FSA Insured)

2,000,000

2,239,460

Saint Paul Port Auth. Lease Rev. Series 2003 11, 5.25% 12/1/18

1,000,000

1,104,470

7,389,552

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Missouri - 0.2%

Missouri Envir. Impt. & Energy Resources Auth. Wtr. Poll. Cont. & Drinking Wtr. Rev. (State Revolving Fund Prog.) Series 2003 A, 5.125% 1/1/21

$ 1,010,000

$ 1,086,336

Montana - 0.3%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Projs.) Series A, 5.2%, tender 5/1/09 (b)

1,100,000

1,161,545

Montana Board of Regents Higher Ed. Rev. (Montana State Univ. Proj.) 5% 11/15/34 (AMBAC Insured)

1,000,000

1,044,700

2,206,245

Nevada - 1.0%

Clark County Arpt. Rev. Series C, 5.375% 7/1/22 (AMBAC Insured) (c)

1,000,000

1,066,870

Clark County Gen. Oblig.:

(Park & Reg'l. Justice Ctr. Proj.) 5.75% 11/1/24 (FGIC Insured)

1,000,000

1,107,660

Series 2000, 5.5% 7/1/30 (MBIA Insured)

500,000

539,695

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (d)

1,000,000

1,128,550

Las Vegas Valley Wtr. District Series B:

5.25% 6/1/16 (MBIA Insured)

1,000,000

1,103,640

5.25% 6/1/17 (MBIA Insured)

1,000,000

1,094,640

6,041,055

New Hampshire - 0.2%

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev. (United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (b)(c)

1,000,000

998,660

New Jersey - 1.5%

New Jersey Econ. Dev. Auth. Rev. Series 2005 K, 5.5% 12/15/19 (AMBAC Insured)

1,500,000

1,739,865

New Jersey Gen. Oblig. Series 2005 N, 5.25% 7/15/10 (FGIC Insured) (a)

1,000,000

1,080,420

New Jersey Tpk. Auth. Tpk. Rev. Series A, 5.625% 1/1/15 (MBIA Insured)

185,000

202,669

New Jersey Trans. Trust Fund Auth. Series B, 5.25% 12/15/22 (AMBAC Insured)

1,000,000

1,139,140

North Hudson Swr. Auth. Swr. Rev. Series A, 5.25% 8/1/17 (FGIC Insured)

2,000,000

2,195,240

Tobacco Settlement Fing. Corp.:

4.375% 6/1/19

600,000

603,198

Municipal Bonds - continued

Principal Amount

Value (Note 1)

New Jersey - continued

Tobacco Settlement Fing. Corp.: - continued

6.125% 6/1/24

$ 1,100,000

$ 1,132,076

6.125% 6/1/42

1,600,000

1,611,136

9,703,744

New Mexico - 1.3%

Albuquerque Arpt. Rev.:

6.7% 7/1/18 (AMBAC Insured) (c)

3,970,000

4,332,342

6.75% 7/1/09 (AMBAC Insured) (c)

450,000

505,557

6.75% 7/1/11 (AMBAC Insured) (c)

1,805,000

2,086,237

New Mexico Edl. Assistance Foundation Student Ln. Rev. Series IV A2, 6.65% 3/1/07

1,000,000

1,025,930

7,950,066

New York - 9.2%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

5.75% 5/1/16 (FSA Insured)

1,500,000

1,715,520

5.75% 5/1/21 (FSA Insured)

6,100,000

6,965,887

5.75% 5/1/25 (FSA Insured)

600,000

682,530

Metropolitan Trans. Auth. Rev.:

Series 2002 A, 5.75% 11/15/32

4,300,000

4,829,631

Series F, 5.25% 11/15/27 (MBIA Insured)

500,000

537,595

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (d)

1,000,000

1,005,820

Series O, 5.75% 7/1/13 (Escrowed to Maturity) (d)

700,000

790,405

Metropolitan Trans. Auth. Transit Facilities Rev. Series C, 4.75% 7/1/16 (Pre-Refunded to 1/1/12 @ 100) (d)

150,000

163,461

Nassau County Gen. Oblig. Series Z, 5% 9/1/11 (FGIC Insured)

300,000

324,474

New York City Gen. Oblig.:

Series 2003 I, 5.75% 3/1/16

715,000

803,932

Series 2005 J, 5% 3/1/20

2,000,000

2,114,400

Series A, 5.25% 11/1/14 (MBIA Insured)

600,000

662,712

Series C, 5.75% 3/15/27 (FSA Insured)

500,000

564,515

Series E, 6% 8/1/11

25,000

26,252

New York City Indl. Dev. Agcy. Indl. Dev. Rev. (Japan Airlines Co. Ltd. Proj.) Series 1991, 6% 11/1/15 (FSA Insured) (c)

750,000

776,123

New York City Indl. Dev. Agcy. Spl. Facilities Rev. (Term. One Group Assoc. Proj.) 5.9% 1/1/06 (c)

8,680,000

8,815,668

Municipal Bonds - continued

Principal Amount

Value (Note 1)

New York - continued

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.:

Series 2002 A, 5.125% 6/15/34 (FSA Insured)

$ 500,000

$ 525,030

Series 2005 D, 5% 6/15/37

1,500,000

1,567,770

Series A, 5.125% 6/15/34 (MBIA Insured)

2,000,000

2,106,380

New York City Trust Cultural Resources Rev. (Museum of Modern Art Proj.) Series 2001 D, 5.125% 7/1/31 (AMBAC Insured)

1,000,000

1,051,570

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A, 5.75% 7/1/13

1,500,000

1,691,115

Series C, 7.5% 7/1/10

500,000

554,070

(The Jamaica Hosp. Proj.) Series F, 5.2% 2/15/14 (MBIA Insured)

6,150,000

6,591,263

Series 2002 A, 5.75% 10/1/17 (MBIA Insured)

1,000,000

1,140,780

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

870,000

906,227

4.875% 6/15/20

795,000

825,011

5% 6/15/15

305,000

323,901

New York State Thruway Auth. State Personal Income Tax Rev. Series A, 5.5% 3/15/17

500,000

554,730

New York State Thruway Auth. Svc. Contract Rev. 5.5% 4/1/16

305,000

337,208

New York Transitional Fin. Auth. Rev. Series A, 5.75% 2/15/16

400,000

445,472

Sales Tax Asset Receivables Corp. Series A, 5.25% 10/15/27 (AMBAC Insured)

1,500,000

1,633,950

Tobacco Settlement Fing. Corp. Series A1:

5.25% 6/1/21 (AMBAC Insured)

1,000,000

1,081,200

5.25% 6/1/22 (AMBAC Insured)

950,000

1,023,749

5.5% 6/1/16

4,700,000

5,133,481

58,271,832

New York & New Jersey - 0.1%

Port Auth. of New York & New Jersey 124th Series, 5% 8/1/13 (FGIC Insured) (c)

500,000

524,565

North Carolina - 3.1%

Charlotte Ctfs. of Prtn. (2003 Govt. Facilities Projs.) Series G, 5% 6/1/33

1,000,000

1,039,000

Dare County Ctfs. of Prtn. 5.25% 6/1/15 (AMBAC Insured)

1,195,000

1,333,716

Municipal Bonds - continued

Principal Amount

Value (Note 1)

North Carolina - continued

North Carolina Cap. Facilities Fin. Agcy. Rev. (Duke Univ. Proj.) Series A:

5.125% 10/1/41

$ 1,720,000

$ 1,786,960

5.125% 7/1/42

5,155,000

5,382,284

5.25% 7/1/42

1,300,000

1,371,682

North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:

Series A, 5.5% 1/1/11

1,500,000

1,621,515

Series B:

5.875% 1/1/21 (MBIA Insured)

3,050,000

3,248,220

7.25% 1/1/07

1,000,000

1,061,170

Series C, 5.5% 1/1/07

700,000

723,247

Series D, 6.7% 1/1/19

1,115,000

1,247,462

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/18

1,000,000

1,079,990

19,895,246

Ohio - 0.7%

Cincinnati Student Ln. Fdg. Corp. Student Ln. Rev. Series B, 8.875% 8/1/08 (c)

1,005,000

1,010,739

Fairborn City School District (School Impt. Proj.) 5.75% 12/1/26 (FSA Insured)

1,000,000

1,124,520

Franklin County Hosp. Rev. 5.5% 5/1/21 (AMBAC Insured)

1,455,000

1,588,234

Plain Local School District 6% 12/1/25 (FGIC Insured)

410,000

468,778

4,192,271

Oklahoma - 1.6%

Oklahoma City Pub. Property Auth. Hotel Tax Rev. 5.5% 10/1/21 (FGIC Insured)

1,695,000

1,894,349

Oklahoma Industries Auth. Rev. (Health Sys. Oblig. Group Proj.) Series A:

5.75% 8/15/29 (MBIA Insured)

865,000

945,177

5.75% 8/15/29 (Pre-Refunded to 8/15/09 @ 101) (d)

635,000

710,216

6% 8/15/19 (MBIA Insured)

1,740,000

1,932,322

6% 8/15/19 (Pre-Refunded to 8/15/09 @ 101) (d)

1,260,000

1,421,809

Tulsa Indl. Auth. Rev. (Univ. of Tulsa Proj.) Series 2000 A, 5.75% 10/1/25 (MBIA Insured)

3,000,000

3,322,080

10,225,953

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Oregon - 1.1%

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series A, 5.375% 5/1/15 (AMBAC Insured)

$ 1,715,000

$ 1,908,263

Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18 (FGIC Insured)

500,000

559,770

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/18 (Pre-Refunded to 8/1/10 @ 100) (d)

1,000,000

1,127,240

5.75% 8/1/19 (Pre-Refunded to 8/1/10 @ 100) (d)

2,080,000

2,344,659

Yamhill County School District #029J Newberg 5.5% 6/15/19 (FGIC Insured)

1,000,000

1,159,360

7,099,292

Pennsylvania - 2.8%

Allegheny County Arpt. Rev. (Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/07 (MBIA Insured) (c)

1,000,000

1,036,870

Canon McMillan School District:

Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,000,000

1,117,860

Series 2002 B, 5.75% 12/1/35 (FGIC Insured)

1,595,000

1,806,991

Delaware County Auth. College Rev. (Haverford College Proj.) 5.75% 11/15/29

3,500,000

3,901,135

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/16 (AMBAC Insured)

1,860,000

2,206,667

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev. (Amtrak Proj.) Series 2001 A, 6.25% 11/1/31 (c)

2,000,000

2,077,860

Pennsylvania Higher Edl. Facilities Auth. Rev. (Lafayette College Proj.) 6% 5/1/30

3,065,000

3,435,497

Westmoreland County Muni. Auth. Muni. Svc. Rev. Series A, 0% 8/15/21 (FGIC Insured)

5,000,000

2,384,550

17,967,430

Puerto Rico - 0.2%

Puerto Rico Commonwealth Infrastructure Fing. Auth. Series 2000 A, 5.5% 10/1/32 (Escrowed to Maturity) (d)

1,000,000

1,093,380

Rhode Island - 1.3%

North Kingstown Gen. Oblig. 5.8% 10/1/21 (Pre-Refunded to 10/1/09 @ 101) (d)

1,320,000

1,480,182

Providence Redev. Agcy. Rev. Series A, 5.75% 4/1/29 (Pre-Refunded to 4/1/10 @ 101) (d)

800,000

903,864

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Rhode Island - continued

Rhode Island Health & Edl. Bldg. Corp. Rev. Series A, 5.25% 9/15/17 (AMBAC Insured)

$ 1,000,000

$ 1,100,880

Rhode Island Port Auth. & Econ. Dev. Corp. Arpt. Rev. Series A, 7% 7/1/14 (FSA Insured) (c)

4,000,000

4,731,760

8,216,686

South Carolina - 0.8%

South Carolina Ed. Assistance Auth. Rev. (Guaranteed Student Ln. Prog.) Series B, 5.7% 9/1/05 (c)

1,000,000

1,006,660

South Carolina Jobs Econ. Dev. Auth. Hosp. Facilities Rev. (Palmetto Health Alliance Proj.) Series A, 7.375% 12/15/21 (Pre-Refunded to 12/15/10 @ 102) (d)

1,000,000

1,221,550

South Carolina Pub. Svc. Auth. Rev.:

(Santee Cooper Proj.) Series 2005 B, 5% 1/1/18 (MBIA Insured) (a)

1,000,000

1,073,730

Series A, 5.5% 1/1/16 (FGIC Insured) (a)

1,000,000

1,133,070

Tobacco Settlement Rev. Mgmt. Auth. Series 2001 B, 6.375% 5/15/28

545,000

559,971

4,994,981

Tennessee - 0.7%

Metropolitan Govt. Nashville & Davidson County Health & Edl. Facilities Board Rev. (Ascension Health Cr. Group Proj.) Series A:

5.875% 11/15/28 (Pre-Refunded to 11/15/09 @ 101) (d)

400,000

449,152

6% 11/15/30 (Pre-Refunded to 11/15/09 @ 101) (d)

600,000

676,872

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Hosp. Proj.):

6.5% 9/1/26 (Escrowed to Maturity) (d)

1,120,000

1,318,139

6.5% 9/1/26 (Pre-Refunded to 9/1/12 @ 100) (d)

1,880,000

2,257,673

4,701,836

Texas - 16.2%

Aldine Independent School District 5.5% 2/15/13

3,150,000

3,496,091

Aledo Independent School District Series A, 5.125% 2/15/33 (a)

1,000,000

1,052,180

Alvin Independent School District 5.75% 8/15/21

1,000,000

1,111,130

Austin Independent School District 5.25% 8/1/14 (a)

1,000,000

1,082,650

Canyon Independent School District Series A, 5.5% 2/15/18

1,575,000

1,760,535

Comal Independent School District 5.75% 8/1/28 (Pre-Refunded to 8/1/09 @ 100) (d)

2,000,000

2,217,420

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Corpus Christi Util. Sys. Rev.:

5.25% 7/15/18 (FSA Insured)

$ 1,000,000

$ 1,118,640

5.25% 7/15/18 (Pre-Refunded to 7/15/12 @ 100) (d)

1,500,000

1,682,895

Cypress-Fairbanks Independent School District:

Series A:

0% 2/15/14

3,200,000

2,238,784

0% 2/15/16

1,400,000

880,334

5.75% 2/15/21

1,000,000

1,116,800

Dallas Independent School District Series 5, 5.25% 8/15/13 (a)

1,000,000

1,107,100

El Paso Gen. Oblig. 5.75% 8/15/25 (Pre-Refunded to 8/15/07 @ 100) (d)

4,500,000

4,793,130

Fort Worth Wtr. & Swr. Rev. 5% 2/15/16 (FSA Insured)

1,000,000

1,087,270

Garland Independent School District 5.5% 2/15/19

2,500,000

2,720,500

Grand Praire Independent School District 5.375% 2/15/16 (FSA Insured)

1,000,000

1,113,000

Grapevine Gen. Oblig. 5.75% 8/15/18 (FGIC Insured)

1,250,000

1,392,738

Guadalupe-Blanco River Auth. Contract Rev. (Western Canyon Reg'l. Wtr. Supply Proj.) 5.25% 4/15/20 (MBIA Insured)

1,000,000

1,086,490

Harris County Gen. Oblig.:

0% 10/1/17 (MBIA Insured)

2,500,000

1,456,800

0% 8/15/24 (MBIA Insured)

1,000,000

399,950

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.):

Series 2001 A, 5.5% 2/15/12

1,000,000

1,098,820

5.75% 2/15/21

1,310,000

1,421,599

Houston Arpt. Sys. Rev.:

Series A, 5.625% 7/1/19 (FSA Insured) (c)

1,000,000

1,087,900

Series B, 5.5% 7/1/30 (FSA Insured)

1,400,000

1,509,774

Houston Independent School District 0% 8/15/13

1,300,000

936,520

Humble Independent School District Series 2005 B, 5.25% 2/15/20 (FGIC Insured) (a)

1,800,000

1,969,848

Hurst Euless Bedford Independent School District 0% 8/15/11

1,000,000

791,880

Kennedale Independent School District 5.5% 2/15/29

1,100,000

1,203,191

Lewisville Independent School District 0% 8/15/19

2,340,000

1,237,696

Los Fresnos Independent School District:

5.75% 8/15/13

1,040,000

1,164,103

5.75% 8/15/14

1,100,000

1,228,997

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/19 (AMBAC Insured)

$ 1,000,000

$ 1,091,580

Mansfield Independent School District 5.5% 2/15/17

2,000,000

2,216,560

Montgomery County Muni. Util. District #46 5% 3/1/21 (FSA Insured)

1,040,000

1,094,059

Mount Pleasant Independent School District 5.5% 2/15/22

2,590,000

2,841,385

North Central Health Facilities Dev. Corp. Rev. (Children's Med. Ctr. of Dallas Proj.) 5.5% 8/15/16 (AMBAC Insured)

1,230,000

1,362,077

Northside Independent School District:

5.5% 2/15/15

940,000

1,040,157

5.5% 2/15/15 (Pre-Refunded to 2/15/11 @ 100) (d)

1,060,000

1,190,062

Northwest Texas Independent School District 5.5% 8/15/21

3,185,000

3,530,732

Sabine River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series B, 5.75%, tender 11/1/11 (b)(c)

4,000,000

4,332,000

San Antonio Elec. & Gas Systems Rev. 5.5% 2/1/20 (Pre-Refunded to 2/1/07 @ 101) (d)

75,000

79,209

San Benito Consolidated Independent School District 6% 2/15/25

900,000

1,020,798

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/14 (AMBAC Insured)

2,245,000

2,537,277

Spring Branch Independent School District 5.375% 2/1/18

1,000,000

1,089,110

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20

1,000,000

1,040,450

Texas Muni. Pwr. Agcy. Rev.:

0% 9/1/11 (AMBAC Insured)

4,715,000

3,729,895

0% 9/1/11 (Escrowed to Maturity) (d)

35,000

27,999

0% 9/1/15 (MBIA Insured)

1,000,000

647,770

Texas Pub. Fin. Auth. Bldg. Rev. (Texas Technical College Proj.) 6.25% 8/1/09 (MBIA Insured)

1,000,000

1,063,620

Texas Tpk. Auth. Central Tpk. Sys. Rev.:

5.5% 8/15/39 (AMBAC Insured)

4,050,000

4,398,219

5.75% 8/15/38 (AMBAC Insured)

3,775,000

4,239,136

Texas Tpk. Auth. Dallas North Tollway Rev. 5.25% 1/1/23 (FGIC Insured)

2,600,000

2,690,480

Texas Wtr. Dev. Board Rev. Series A, 5.5% 7/15/21

1,000,000

1,078,600

Travis County Health Facilities Dev. Corp. Rev. (Ascension Health Cr. Prog.) Series A, 6.25% 11/15/19 (Pre-Refunded to 11/15/09 @ 101) (d)

4,000,000

4,563,520

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 6% 7/1/27

$ 1,000,000

$ 1,053,330

White Settlement Independent School District 5.75% 8/15/34

1,340,000

1,500,224

Williamson County Gen. Oblig.:

5.5% 2/15/19 (FSA Insured)

1,355,000

1,490,419

6% 8/15/19 (Pre-Refunded to 8/15/10 @ 100) (d)

1,000,000

1,140,200

Yselta Independent School District 0% 8/15/09

4,065,000

3,511,306

102,164,939

Utah - 2.0%

Intermountain Pwr. Agcy. Pwr. Supply Rev.:

Series A:

6.5% 7/1/09 (AMBAC Insured)

365,000

411,530

6.5% 7/1/09 (Escrowed to Maturity) (d)

635,000

721,246

Series B:

5.75% 7/1/16 (MBIA Insured)

2,500,000

2,687,225

6% 7/1/16 (MBIA Insured)

7,000,000

7,382,970

Salt Lake City School District Series B, 5% 3/1/12

1,380,000

1,518,718

12,721,689

Vermont - 0.3%

Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

1,000,000

1,140,660

Series A, 5.75% 12/1/18 (AMBAC Insured)

400,000

448,724

1,589,384

Virginia - 0.5%

Virginia Resources Auth. Clean Wtr. State Revolving Fund Rev.:

5.625% 10/1/22

1,250,000

1,381,750

5.75% 10/1/19

1,750,000

1,961,645

3,343,395

Washington - 9.6%

Chelan County Pub. Util. District #1 Rev. Series B, 4.5% 7/1/08 (FGIC Insured)

1,040,000

1,071,741

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

3,040,000

3,398,446

Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)

4,000,000

4,606,280

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Washington - continued

Grant County Pub. Util. District #2 (Priest Rapids Hydro-Elec. Proj.) Second Series B, 5.375% 1/1/16 (MBIA Insured) (c)

$ 1,715,000

$ 1,842,870

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev. Series B, 5.25% 1/1/22 (FGIC Insured) (c)

1,950,000

2,068,131

King County Swr. Rev. Series B:

5.125% 1/1/33 (FSA Insured)

2,800,000

2,917,544

5.5% 1/1/21 (FSA Insured)

1,615,000

1,768,134

Port of Seattle Passenger Facilities Charge Rev. Series B, 5.25% 12/1/14 (AMBAC Insured) (c)

3,000,000

3,170,280

Seattle Wtr. Sys. Rev. Series B, 5.75% 7/1/23 (FGIC Insured)

1,000,000

1,106,850

Spokane County School District #81 5.25% 12/1/18 (FSA Insured)

1,000,000

1,094,890

Spokane Gen. Oblig. 5.25% 12/1/24 (AMBAC Insured)

1,000,000

1,081,230

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev. 5.75% 12/1/24 (MBIA Insured)

1,000,000

1,138,400

Tacoma Elec. Sys. Rev.:

Series 2001 A, 5.75% 1/1/20 (FSA Insured)

1,000,000

1,116,750

Series A, 5.625% 1/1/21 (FSA Insured)

1,300,000

1,434,394

Tumwater School District #33, Thurston County Series 1996 B, 0% 12/1/10 (FGIC Insured)

4,000,000

3,260,560

Univ. of Washington Univ. Revs. (Student Facilities Fee Prog.) 5.8% 6/1/30 (FSA Insured)

3,000,000

3,315,360

Washington Gen. Oblig.:

Series 2000 A, 5.625% 7/1/24

2,000,000

2,171,100

Series 2001 C, 5.25% 1/1/16

1,000,000

1,090,150

Series C, 5.25% 1/1/26 (FSA Insured)

1,000,000

1,068,420

Series R 97A, 0% 7/1/19 (MBIA Insured)

1,200,000

627,672

Washington Health Care Facilities Auth. Rev. (Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

3,000,000

3,321,690

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. 5.4% 7/1/12

16,000,000

17,803,672

60,474,564

Wisconsin - 1.5%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

930,000

951,920

Douglas County Gen. Oblig. 5.5% 2/1/18 (Pre-Refunded to 2/1/12 @ 100) (d)

1,000,000

1,108,990

Menasha Joint School District 5.5% 3/1/17 (FSA Insured)

1,160,000

1,284,120

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Wisconsin - continued

Wisconsin Gen. Oblig. Series 1, 5.25% 5/1/12 (MBIA Insured) (a)

$ 1,000,000

$ 1,092,760

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Marshfield Clinic Proj.) Series B, 6% 2/15/25

1,500,000

1,609,275

(Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/16

1,000,000

1,084,240

5.75% 8/15/30

1,500,000

1,600,470

6.25% 8/15/22

600,000

664,422

9,396,197

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $596,822,331)

632,497,933

NET OTHER ASSETS - (0.1)%

(463,246)

NET ASSETS - 100%

$ 632,034,687

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(c) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(d) Security collateralized by an amount sufficient to pay interest and principal.

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

32.0%

Electric Utilities

11.8%

Escrowed/Pre-Refunded

11.2%

Health Care

10.5%

Transportation

9.8%

Water & Sewer

9.6%

Education

7.0%

Others* (individually less than 5%)

8.1%

100.0%

*Includes net other assets

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $596,822,331) - See accompanying schedule

$ 632,497,933

Cash

230,275

Receivable for investments sold
Regular delivery

2,772,342

Delayed delivery

1,770,598

Receivable for fund shares sold

732,311

Interest receivable

8,968,959

Prepaid expenses

1,826

Other receivables

7,940

Total assets

646,982,184

Liabilities

Payable for investments purchased
Regular delivery

$ 1,329,548

Delayed delivery

11,249,656

Payable for fund shares redeemed

1,110,925

Distributions payable

732,579

Accrued management fee

195,366

Distribution fees payable

196,782

Other affiliated payables

72,315

Other payables and accrued expenses

60,326

Total liabilities

14,947,497

Net Assets

$ 632,034,687

Net Assets consist of:

Paid in capital

$ 592,770,385

Distributions in excess of net investment income

(206,375)

Accumulated undistributed net realized gain (loss) on investments

3,795,075

Net unrealized appreciation (depreciation) on investments

35,675,602

Net Assets

$ 632,034,687

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($109,150,481 ÷ 8,285,678 shares)

$ 13.17

Maximum offering price per share (100/95.25 of $13.17)

$ 13.83

Class T:
Net Asset Value
and redemption price per share ($317,223,862 ÷ 24,031,984 shares)

$ 13.20

Maximum offering price per share (100/96.50 of $13.20)

$ 13.68

Class B:
Net Asset Value
and offering price per share ($89,706,296 ÷ 6,824,224 shares)A

$ 13.15

Class C:
Net Asset Value
and offering price per share ($61,372,298 ÷ 4,651,559 shares)A

$ 13.19

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($54,581,750 ÷ 4,157,428 shares)

$ 13.13

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 14,539,428

Expenses

Management fee

$ 1,171,086

Transfer agent fees

345,940

Distribution fees

1,196,732

Accounting fees and expenses

79,148

Independent trustees' compensation

1,591

Custodian fees and expenses

5,293

Registration fees

41,438

Audit

28,192

Legal

4,715

Miscellaneous

39,940

Total expenses before reductions

2,914,075

Expense reductions

(43,291)

2,870,784

Net investment income

11,668,644

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,199,056

Futures contracts

(31,570)

Total net realized gain (loss)

4,167,486

Change in net unrealized appreciation (depreciation) on investment securities

(3,991,390)

Net gain (loss)

176,096

Net increase (decrease) in net assets resulting from operations

$ 11,844,740

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 11,668,644

$ 24,224,497

Net realized gain (loss)

4,167,486

5,732,408

Change in net unrealized appreciation (depreciation)

(3,991,390)

8,110,994

Net increase (decrease) in net assets resulting
from operations

11,844,740

38,067,899

Distributions to shareholders from net investment income

(11,639,855)

(24,158,959)

Distributions to shareholders from net realized gain

(5,181,802)

(1,087,792)

Total distributions

(16,821,657)

(25,246,751)

Share transactions - net increase (decrease)

14,880,063

(33,873,509)

Total increase (decrease) in net assets

9,903,146

(21,052,361)

Net Assets

Beginning of period

622,131,541

643,183,902

End of period (including distributions in excess of net investment income of $206,375 and distributions in excess of net investment income of $199,472,
respectively)

$ 632,034,687

$ 622,131,541

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.28

$ 13.00

$ 12.87

$ 12.70

$ 12.02

$ 11.69

Income from Investment Operations

Net investment
incomeE

.260

.533

.539

.557G

.584

.591

Net realized and unrealized gain (loss)

-H

.301

.137

.168G

.679

.337

Total from investment operations

.260

.834

.676

.725

1.263

.928

Distributions from net investment income

(.260)

(.532)

(.544)

(.555)

(.583)

(.598)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.370)

(.554)

(.546)

(.555)

(.583)

(.598)

Net asset value, end of period

$ 13.17

$ 13.28

$ 13.00

$ 12.87

$ 12.70

$ 12.02

Total ReturnB,C,D

2.00%

6.56%

5.33%

5.88%

10.72%

8.17%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.71%A

.69%

.68%

.69%

.69%

.72%

Expenses net of voluntary
waivers, if any

.71%A

.69%

.68%

.69%

.69%

.72%

Expenses net of all reductions

.69%A

.69%

.68%

.67%

.62%

.72%

Net investment
income

3.99%A

4.07%

4.15%

4.41%G

4.70%

5.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 109,150

$ 101,763

$ 87,406

$ 67,457

$ 46,796

$ 22,780

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.31

$ 13.03

$ 12.89

$ 12.72

$ 12.04

$ 11.70

Income from Investment Operations

Net investment
incomeE

.254

.522

.529

.546H

.572

.583

Net realized and unrealized gain (loss)

(.001)F

.299

.144

.166H

.679

.343

Total from investment operations

.253

.821

.673

.712

1.251

.926

Distributions from net investment income

(.253)

(.519)

(.531)

(.542)

(.571)

(.586)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.363)

(.541)

(.533)

(.542)

(.571)

(.586)

Net asset value, end of period

$ 13.20

$ 13.31

$ 13.03

$ 12.89

$ 12.72

$ 12.04

Total ReturnB,C,D

1.95%

6.44%

5.30%

5.76%

10.59%

8.14%

Ratios to Average Net AssetsG

Expenses
before expense reductions

.81%A

.79%

.78%

.79%

.79%

.81%

Expenses net of voluntary
waivers, if any

.81%A

.79%

.78%

.79%

.79%

.81%

Expenses net of all reductions

.79%A

.78%

.77%

.77%

.72%

.81%

Net investment
income

3.89%A

3.97%

4.06%

4.31%H

4.60%

4.93%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 317,224

$ 319,734

$ 340,542

$ 354,030

$ 369,295

$ 340,959

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.25

$ 12.98

$ 12.85

$ 12.67

$ 12.00

$ 11.67

Income from Investment Operations

Net investment
incomeE

.210

.435

.443

.462G

.489

.504

Net realized and unrealized gain (loss)

.010

.291

.136

.178G

.671

.336

Total from investment operations

.220

.726

.579

.640

1.160

.840

Distributions from net investment income

(.210)

(.434)

(.447)

(.460)

(.490)

(.510)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.320)

(.456)

(.449)

(.460)

(.490)

(.510)

Net asset value, end of period

$ 13.15

$ 13.25

$ 12.98

$ 12.85

$ 12.67

$ 12.00

Total ReturnB,C,D

1.70%

5.70%

4.56%

5.19%

9.83%

7.38%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.47%A

1.44%

1.43%

1.44%

1.43%

1.46%

Expenses net of voluntary
waivers, if any

1.47%A

1.44%

1.43%

1.44%

1.43%

1.46%

Expenses net of all reductions

1.45%A

1.44%

1.42%

1.41%

1.37%

1.46%

Net investment
income

3.23%A

3.32%

3.41%

3.66%G

3.95%

4.28%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 89,706

$ 97,487

$ 110,853

$ 109,986

$ 91,687

$ 68,571

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.30

$ 13.02

$ 12.89

$ 12.71

$ 12.04

$ 11.70

Income from Investment Operations

Net investment
incomeE

.205

.423

.430

.451H

.478

.493

Net realized and unrealized gain (loss)

(.001)F

.300

.135

.176H

.669

.345

Total from investment operations

.204

.723

.565

.627

1.147

.838

Distributions from net investment income

(.204)

(.421)

(.433)

(.447)

(.477)

(.498)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.314)

(.443)

(.435)

(.447)

(.477)

(.498)

Net asset value, end of period

$ 13.19

$ 13.30

$ 13.02

$ 12.89

$ 12.71

$ 12.04

Total ReturnB,C,D

1.57%

5.65%

4.44%

5.06%

9.69%

7.34%

Ratios to Average Net AssetsG

Expenses
before expense reductions

1.56%A

1.54%

1.53%

1.53%

1.53%

1.56%

Expenses net of voluntary
waivers, if any

1.56%A

1.54%

1.53%

1.53%

1.53%

1.56%

Expenses net of all reductions

1.55%A

1.54%

1.52%

1.51%

1.47%

1.56%

Net investment
income

3.14%A

3.22%

3.31%

3.57%H

3.85%

4.18%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 61,372

$ 58,984

$ 59,423

$ 52,019

$ 37,324

$ 17,120

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.96

$ 12.83

$ 12.66

$ 11.98

$ 11.65

Income from Investment Operations

Net investment
incomeD

.269

.551

.556

.573F

.598

.604

Net realized and unrealized gain (loss)

.001

.304

.139

.170F

.682

.339

Total from investment operations

.270

.855

.695

.743

1.280

.943

Distributions from net investment income

(.270)

(.553)

(.563)

(.573)

(.600)

(.613)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.380)

(.575)

(.565)

(.573)

(.600)

(.613)

Net asset value, end of period

$ 13.13

$ 13.24

$ 12.96

$ 12.83

$ 12.66

$ 11.98

Total ReturnB,C

2.09%

6.75%

5.50%

6.05%

10.91%

8.34%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.54%A

.54%

.54%

.55%

.54%

.61%

Expenses net of voluntary
waivers, if any

.54%A

.54%

.54%

.55%

.54%

.61%

Expenses net
of all reductions

.53%A

.53%

.53%

.52%

.48%

.61%

Net investment
income

4.16%A

4.23%

4.30%

4.55%F

4.84%

5.13%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 54,582

$ 44,164

$ 44,960

$ 31,703

$ 21,842

$ 8,324

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Municipal Income Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to market discount and losses deferred due to futures transactions.

The fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the Internal Revenue Service (IRS) will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 36,403,972

Unrealized depreciation

(390,112)

Net unrealized appreciation (depreciation)

$ 36,013,860

Cost for federal income tax purposes

$ 596,484,073

Semiannual Report

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the bond markets and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $88,312,652 and $71,461,924, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (FMR) and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .25% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .38% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 78,945

$ 915

Class T

0%

.25%

397,483

10,864

Class B

.65%

.25%

419,849

305,531

Class C

.75%

.25%

300,455

58,696

$ 1,196,732

$ 376,006

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 40,409

Class T

14,330

Class B*

104,869

Class C*

4,513

$ 164,121

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for each class of the fund. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, with respect to all classes of the fund to perform the transfer, dividend disbursing, and shareholder servicing agent functions.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. All fees are paid to FIIOC by Citibank, which is reimbursed by each class for such payments. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Amount

% of
Average
Net Assets

Class A

$ 58,507

.11*

Class T

175,035

.11*

Class B

54,037

.12*

Class C

33,480

.11*

Institutional Class

24,881

.10*

$ 345,940

* Annualized

Citibank also has a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $3,356 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions.

Through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and accounting expenses by $5,239 and $37,947, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class C

$ 105

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

At the end of the period, one unaffiliated shareholder was the owner of record of 13% of the total outstanding shares of the fund.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2005

Year ended
October 31, 2004

From net investment income

Class A

$ 2,078,895

$ 3,846,154

Class T

6,114,214

13,026,369

Class B

1,496,738

3,489,310

Class C

929,955

1,946,801

Institutional Class

1,020,053

1,850,325

Total

$ 11,639,855

$ 24,158,959

From net realized gain

Class A

$ 849,843

$ 149,850

Class T

2,646,649

570,715

Class B

802,913

187,961

Class C

495,651

103,229

Institutional Class

386,746

76,037

Total

$ 5,181,802

$ 1,087,792

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30, 2005

Year ended
October 31, 2004

Six months ended
April 30, 2005

Year ended
October 31, 2004

Class A

Shares sold

1,518,596

3,051,831

$ 19,961,135

$ 40,015,553

Reinvestment of distributions

150,934

195,076

1,977,428

2,555,131

Shares redeemed

(1,046,302)

(2,307,544)

(13,727,576)

(30,076,418)

Net increase (decrease)

623,228

939,363

$ 8,210,987

$ 12,494,266

Class T

Shares sold

1,418,179

2,589,160

$ 18,685,762

$ 34,035,763

Reinvestment of distributions

498,995

732,696

6,551,443

9,618,791

Shares redeemed

(1,912,942)

(5,437,720)

(25,185,535)

(71,165,874)

Net increase (decrease)

4,232

(2,115,864)

$ 51,670

$ (27,511,320)

Class B

Shares sold

228,155

785,410

$ 2,992,328

$ 10,289,254

Reinvestment of distributions

106,408

161,470

1,390,888

2,111,035

Shares redeemed

(866,054)

(2,134,429)

(11,364,436)

(27,807,695)

Net increase (decrease)

(531,491)

(1,187,549)

$ (6,981,220)

$ (15,407,406)

Class C

Shares sold

610,729

1,183,460

$ 8,049,793

$ 15,560,504

Reinvestment of distributions

68,431

97,489

897,716

1,279,206

Shares redeemed

(462,173)

(1,410,402)

(6,087,737)

(18,440,008)

Net increase (decrease)

216,987

(129,453)

$ 2,859,772

$ (1,600,298)

Institutional Class

Shares sold

1,230,000

2,509,454

$ 16,090,530

$ 32,802,511

Reinvestment of distributions

13,483

24,913

176,095

325,341

Shares redeemed

(422,391)

(2,667,085)

(5,527,771)

(34,976,603)

Net increase (decrease)

821,092

(132,718)

$ 10,738,854

$ (1,848,751)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.
New York, NY

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Citibank, N.A.
New York, NY

HIM-USAN-0605
1.784901.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Municipal Income Fund -

Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,020.00

$ 3.56

HypotheticalA

$ 1,000.00

$ 1,021.27

$ 3.56

Class T

Actual

$ 1,000.00

$ 1,019.50

$ 4.06

HypotheticalA

$ 1,000.00

$ 1,020.78

$ 4.06

Class B

Actual

$ 1,000.00

$ 1,017.00

$ 7.35

HypotheticalA

$ 1,000.00

$ 1,017.50

$ 7.35

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,015.70

$ 7.80

HypotheticalA

$ 1,000.00

$ 1,017.06

$ 7.80

Institutional Class

Actual

$ 1,000.00

$ 1,020.90

$ 2.71

HypotheticalA

$ 1,000.00

$ 1,022.12

$ 2.71

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.71%

Class T

.81%

Class B

1.47%

Class C

1.56%

Institutional Class

.54%

Semiannual Report

Investment Changes

Top Five States as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Texas

16.2

15.7

Illinois

12.3

13.3

Washington

9.6

9.3

New York

9.2

9.8

California

8.2

8.4

Top Five Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

32.0

33.0

Electric Utilities

11.8

11.7

Escrowed/Pre-Refunded

11.2

4.8

Health Care

10.5

11.0

Transportation

9.8

11.5

Average Years to Maturity as of April 30, 2005

6 months ago

Years

15.0

15.9

Average years to maturity is based on the average time remaining to the stated maturity date of each bond, weighted by the market value of each bond.

Duration as of April 30, 2005

6 months ago

Years

6.8

7.4

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)

As of April 30, 2005

As of October 31, 2004

AAA 72.2%

AAA 69.4%

AA,A 20.9%

AA,A 22.6%

BBB 6.2%

BBB 6.3%

Not Rated 0.8%

Not Rated 0.6%

Short-Term
Investments and
Net Other Assets* (0.1)%

Short-Term
Investments and
Net Other Assets 1.1%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

* Short-Term Investments and Net Other Assets are not included in the pie chart.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Municipal Bonds - 100.1%

Principal Amount

Value (Note 1)

Alabama - 0.4%

Oxford Gen. Oblig. 5.75% 5/1/25 (AMBAC Insured)

$ 1,000,000

$ 1,100,160

Phenix City Gen. Oblig. 5.65% 8/1/21 (AMBAC Insured)

1,000,000

1,122,130

2,222,290

Alaska - 0.3%

Alaska Student Ln. Corp. Student Ln. Rev. Series A, 5.45% 7/1/09 (AMBAC Insured) (c)

1,500,000

1,580,370

Arizona - 0.6%

Arizona Student Ln. Acquisition Auth. Student Ln. Rev. Series A1, 5.875% 5/1/18 (c)

1,300,000

1,395,446

Phoenix Indl. Dev. Auth. Single Family Mtg. Rev. 0% 12/1/14 (Escrowed to Maturity) (d)

3,750,000

2,583,413

3,978,859

Arkansas - 0.2%

Little Rock School District Series 2001 C, 5.25% 2/1/33 (FSA Insured)

1,000,000

1,052,490

California - 8.2%

California Dept. of Wtr. Resources Pwr. Supply Rev.:

Series 2002 A:

5.125% 5/1/18 (FGIC Insured)

1,000,000

1,081,960

5.75% 5/1/17

800,000

893,832

Series A:

5.5% 5/1/15 (AMBAC Insured)

1,000,000

1,120,360

5.875% 5/1/16

2,100,000

2,373,210

California Econ. Recovery:

Series 2004 A, 5% 7/1/16

1,400,000

1,496,950

Series A, 5.25% 7/1/13 (MBIA Insured)

1,080,000

1,215,518

California Gen. Oblig.:

5.25% 2/1/11

2,300,000

2,525,147

5.25% 2/1/14

2,400,000

2,656,656

5.25% 2/1/15

1,200,000

1,328,328

5.25% 2/1/16

1,000,000

1,104,700

5.25% 2/1/28

1,200,000

1,276,608

5.5% 3/1/11

3,500,000

3,893,085

5.5% 4/1/30

500,000

545,540

5.5% 11/1/33

1,100,000

1,193,885

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 2004 B, 3.5%, tender 6/1/07 (FGIC Insured) (b)(c)

1,200,000

1,201,404

Municipal Bonds - continued

Principal Amount

Value (Note 1)

California - continued

California Pub. Works Board Lease Rev.:

(Richmond Lab., Phase III Office Bldg. Proj.) Series B, 5.25% 11/1/25 (XL Cap. Assurance, Inc. Insured)

$ 2,585,000

$ 2,815,685

Series 2005 A, 5.25% 6/1/30

1,500,000

1,582,800

Central Valley Fing. Auth. Cogeneration Proj. Rev. (Carson Ice Gen. Proj.) 6% 7/1/09

1,260,000

1,268,077

Foothill/Eastern Trans. Corridor Agcy. Toll Road Rev.:

Series A, 5% 1/1/35 (MBIA Insured)

700,000

717,178

5% 1/15/16 (MBIA Insured)

400,000

425,936

5.75% 1/15/40

600,000

612,042

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

1,200,000

1,276,680

Series 2003 B, 5.75% 6/1/23

1,800,000

1,912,716

Los Angeles Dept. of Wtr. & Pwr. Wtrwks. Rev.:

Series 2001 A, 5.125% 7/1/41

4,000,000

4,135,080

Series A, 5.125% 7/1/41 (MBIA Insured)

1,300,000

1,350,999

Los Angeles Unified School District Series A:

5.375% 7/1/17 (MBIA Insured)

1,800,000

2,022,696

5.375% 7/1/18 (MBIA Insured)

1,000,000

1,115,490

Sacramento Cogeneration Auth. Cogeneration Proj. Rev. (Procter & Gamble Proj.) 6.375% 7/1/10

500,000

512,880

Sacramento Pwr. Auth. Cogeneration Proj. Rev. 6.5% 7/1/08 (Pre-Refunded to 7/1/06 @ 102) (d)

300,000

318,969

San Diego Unified School District (Election of 1998 Proj.) Series E2, 5.5% 7/1/26 (FSA Insured)

2,300,000

2,705,582

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A, 0% 1/15/12 (MBIA Insured)

1,300,000

1,016,301

Univ. of California Revs. (UCLA Med. Ctr. Proj.) Series A:

5.5% 5/15/18 (AMBAC Insured)

1,755,000

1,948,717

5.5% 5/15/20 (AMBAC Insured)

2,000,000

2,205,140

51,850,151

Colorado - 2.2%

Arapahoe County Cherry Creek School District #5 6% 12/15/15

1,250,000

1,400,688

Colorado Springs Arpt. Rev. Series C, 0% 1/1/08 (MBIA Insured)

870,000

795,215

Colorado Wtr. Resources and Pwr. Dev. Auth. Wtr. Resources Rev. (Parker Wtr. and Sanitation District Proj.) Series D, 5.25% 9/1/43 (MBIA Insured)

4,600,000

4,881,704

Colorado Wtr. Resources Pwr. Dev. Auth. Clean Wtr. Rev. Series 2001 A:

5.625% 9/1/13

1,610,000

1,816,161

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Colorado - continued

Colorado Wtr. Resources Pwr. Dev. Auth. Clean Wtr. Rev. Series 2001 A: - continued

5.625% 9/1/14

$ 1,745,000

$ 1,963,142

E-470 Pub. Hwy. Auth. Rev. Series 2000 A, 5.75% 9/1/29 (MBIA Insured)

1,200,000

1,350,648

Mesa County Residual Rev. 0% 12/1/11 (Escrowed to Maturity) (d)

2,275,000

1,785,397

13,992,955

Connecticut - 0.8%

Connecticut Gen. Oblig.:

Series 2002 B, 5.5% 6/15/18 (Pre-Refunded to 6/15/12 @ 100) (d)

600,000

681,840

Series D, 5.375% 11/15/18 (Pre-Refunded to 11/15/12 @ 100) (d)

1,000,000

1,135,210

Eastern Connecticut Resources Recovery Auth. Solid Waste Rev. (Wheelabrator Lisbon Proj.) Series A, 5.5% 1/1/20 (c)

3,350,000

3,368,861

5,185,911

District Of Columbia - 2.2%

District of Columbia Gen. Oblig.:

Series A, 6% 6/1/07 (Escrowed to Maturity) (d)

150,000

155,513

Series B:

0% 6/1/12 (MBIA Insured)

1,200,000

914,964

5.25% 6/1/26 (FSA Insured)

6,000,000

6,341,160

District of Columbia Rev.:

(George Washington Univ. Proj.) Series A, 5.75% 9/15/20 (MBIA Insured)

1,490,000

1,646,241

(Georgetown Univ. Proj.) Series A, 5.95% 4/1/14 (MBIA Insured)

2,000,000

2,186,220

(Nat'l. Academy of Sciences Proj.) Series A, 5% 1/1/19 (AMBAC Insured)

2,500,000

2,637,950

13,882,048

Florida - 0.9%

Dade County Aviation Rev. Series D, 5.75% 10/1/09 (AMBAC Insured) (c)

5,000,000

5,155,400

Seminole County School Board Ctfs. of Prtn. Series A, 5% 7/1/20 (MBIA Insured)

500,000

539,210

5,694,610

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Georgia - 2.4%

Atlanta Arpt. Rev. Series F, 5.25% 1/1/13 (FSA Insured) (c)

$ 1,000,000

$ 1,089,270

Atlanta Wtr. & Wastewtr. Rev.:

5% 11/1/37 (FSA Insured)

1,000,000

1,046,140

5% 11/1/43 (FSA Insured)

7,900,000

8,214,736

Augusta Wtr. & Swr. Rev. 5.25% 10/1/39 (FSA Insured)

2,200,000

2,372,590

College Park Bus. & Indl. Dev. Auth. Civic Ctr. Proj. Rev. Series 2000, 5.75% 9/1/20 (AMBAC Insured)

1,100,000

1,238,094

Private Colleges & Univs. Auth. Rev. (Emory Univ. Proj.) Series 1999 A, 5.5% 11/1/31

500,000

541,600

Richmond County Dev. Auth. Rev. Series C, 0% 12/1/21 (Escrowed to Maturity) (d)

1,165,000

529,283

15,031,713

Hawaii - 0.3%

Hawaii Arpts. Sys. Rev. Series 2000 B, 8% 7/1/11 (FGIC Insured) (c)

1,300,000

1,595,594

Illinois - 12.3%

Chicago Board of Ed.:

Series A, 0% 12/1/16 (FGIC Insured)

1,300,000

781,079

5.75% 12/1/27 (AMBAC Insured)

1,460,000

1,580,465

Chicago Gen. Oblig.:

(City Colleges Proj.):

0% 1/1/16 (FGIC Insured)

6,120,000

3,836,444

0% 1/1/24 (FGIC Insured)

6,110,000

2,526,240

0% 1/1/28 (FGIC Insured)

5,000,000

1,662,200

(Neighborhoods Alive 21 Prog.):

Series 2000 A, 6% 1/1/28 (FGIC Insured)

1,400,000

1,586,844

5.5% 1/1/17 (Pre-Refunded to 1/1/11 @ 100) (d)

2,265,000

2,537,547

Series 2000 C, 5.5% 1/1/40 (FGIC Insured)

1,410,000

1,528,031

Series A:

5% 1/1/41 (Pre-Refunded to 1/1/11 @ 101) (d)

1,000,000

1,081,390

5% 1/1/42 (AMBAC Insured)

1,700,000

1,749,334

5.5% 1/1/38 (MBIA Insured)

1,000,000

1,089,050

Chicago Midway Arpt. Rev.:

Series A, 5.5% 1/1/29 (MBIA Insured)

1,500,000

1,557,570

Series B, 6% 1/1/09 (MBIA Insured) (c)

300,000

317,196

Chicago O'Hare Int'l. Arpt. Rev.:

Series A:

5.5% 1/1/16 (AMBAC Insured) (c)

900,000

941,076

5.5% 1/1/16 (Pre-Refunded to 1/1/07 @ 102) (c)(d)

100,000

106,099

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Illinois - continued

Chicago O'Hare Int'l. Arpt. Rev.: - continued

Series A:

6.25% 1/1/09 (AMBAC Insured) (c)

$ 3,325,000

$ 3,549,305

5.5% 1/1/09 (AMBAC Insured) (c)

1,250,000

1,339,075

Chicago Park District Series 2001 A, 5.5% 1/1/19 (FGIC Insured)

1,000,000

1,095,360

Chicago Transit Auth. Cap. Grant Receipts Rev. (Douglas Branch Proj.) Series 2003 B, 4.25% 6/1/08 (AMBAC Insured)

1,400,000

1,401,638

Coles & Cumberland Counties Cmnty. Unit School District #2 5.8% 2/1/17 (FGIC Insured)

1,000,000

1,119,190

Cook County Gen. Oblig. Series C, 5% 11/15/25 (AMBAC Insured)

1,100,000

1,151,953

DuPage County Cmnty. High School District #108, Lake Park 5.6% 1/1/17 (FSA Insured)

3,190,000

3,586,294

Evanston Gen. Oblig. Series C, 5.25% 1/1/20

1,500,000

1,640,655

Illinois Edl. Facilities Auth. Revs. (Northwestern Univ. Proj.) 5% 12/1/38 (a)

1,650,000

1,698,626

Illinois Gen. Oblig.:

First Series:

5.5% 8/1/19 (MBIA Insured)

2,500,000

2,805,375

5.75% 12/1/18 (MBIA Insured)

1,000,000

1,116,250

5.5% 4/1/17 (MBIA Insured)

1,000,000

1,090,390

5.6% 4/1/21 (MBIA Insured)

1,000,000

1,091,090

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.) 6.5% 5/15/30

3,000,000

3,219,930

(Decatur Memorial Hosp. Proj.) Series 2001, 5.75% 10/1/24

2,100,000

2,214,744

(Lake Forest Hosp. Proj.) 6% 7/1/33

1,000,000

1,072,470

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (d)

1,500,000

1,785,135

Illinois Sales Tax Rev.:

First Series 2001, 5.5% 6/15/13

3,250,000

3,608,638

6% 6/15/20

600,000

673,836

Kane County School District #129, Aurora West Side Series A:

5.75% 2/1/16 (FGIC Insured)

1,000,000

1,128,900

5.75% 2/1/18 (FGIC Insured)

2,000,000

2,247,600

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 5.5% 12/1/16 (MBIA Insured)

1,000,000

1,108,480

Lake Co. Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

1,805,000

879,468

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Illinois - continued

Lake County Warren Township High School District #121, Gurnee Series C, 5.5% 3/1/23 (AMBAC Insured)

$ 1,795,000

$ 2,008,946

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev. (McCormick Place Expansion Proj.):

Series 2002 A:

0% 12/15/32 (MBIA Insured)

2,000,000

508,660

5.75% 6/15/41 (MBIA Insured)

3,300,000

3,718,539

Series A:

0% 6/15/16 (FGIC Insured)

2,370,000

1,456,318

0% 12/15/24 (MBIA Insured)

3,000,000

1,167,480

0% 6/15/36 (MBIA Insured)

5,000,000

1,062,600

0% 12/15/38 (MBIA Insured)

2,000,000

372,860

Ogle Lee & DeKalb Counties Township High School District #212 6% 12/1/16 (MBIA Insured)

1,000,000

1,156,470

Univ. of Illinois Auxiliary Facilities Sys. Rev. 0% 4/1/15 (MBIA Insured)

3,700,000

2,420,281

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000,000

667,280

78,044,401

Indiana - 1.3%

Anderson Ind. School Bldg. Corp. 5.5% 7/15/23 (FSA Insured)

1,330,000

1,477,843

Indiana Health Facility Fing. Auth. Rev. (Sisters of Saint Francis Health Svc. Proj.) 5.5% 11/1/31

1,500,000

1,577,940

Muncie School Bldg. Corp. 5.25% 7/10/13 (MBIA Insured)

1,670,000

1,861,215

New Albany Floyd County Independent School Bldg. Corp. 5.75% 7/15/17 (FGIC Insured)

1,000,000

1,129,780

Petersburg Poll. Cont. Rev. 5.95% 12/1/29 (c)

2,000,000

2,108,420

8,155,198

Iowa - 0.9%

Iowa Fin. Auth. Hosp. Facilities Rev. 5.875% 2/15/30 (AMBAC Insured)

1,870,000

2,066,612

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25

4,000,000

3,786,640

5,853,252

Kansas - 1.4%

Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series A, 4.75%, tender 10/1/07 (b)

1,000,000

1,031,870

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Kansas - continued

Kansas Dev. Fin. Auth. Health Facilities Rev. (Sisters of Charity of Leavenworth Health Svcs. Corp. Proj.) Series J, 6.25% 12/1/28

$ 1,500,000

$ 1,665,840

Kansas Dev. Fin. Auth. Pub. Wtr. Supply Revolving Ln. Fund Rev. (Sisters of Charity Leavenworth Health Svc. Co. Proj.):

5% 12/1/13 (MBIA Insured)

2,390,000

2,520,088

5% 12/1/14 (MBIA Insured)

500,000

526,615

5.25% 12/1/09 (MBIA Insured)

1,420,000

1,519,173

5.25% 12/1/11 (MBIA Insured)

1,750,000

1,864,783

9,128,369

Kentucky - 1.4%

Louisville & Jefferson County Metropolitan Swr. District Swr. & Drain Sys. Rev. Series A:

5.25% 5/15/37 (FGIC Insured)

2,170,000

2,346,139

5.75% 5/15/33 (FGIC Insured)

6,050,000

6,715,742

9,061,881

Maine - 1.6%

Maine Tpk. Auth. Tpk. Rev.:

Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (d)

8,100,000

9,184,752

5.25% 7/1/30 (FSA Insured)

1,000,000

1,075,940

10,260,692

Maryland - 0.5%

Maryland Health & Higher Edl. Facilities Auth. Rev. (Good Samaritan Hosp. Proj.) 5.75% 7/1/13 (Escrowed to Maturity) (d)

2,680,000

3,036,896

Massachusetts - 3.7%

Massachusetts Bay Trans. Auth. Series A, 5.75% 3/1/26

2,000,000

2,191,520

Massachusetts Gen. Oblig.:

Series 2005 A, 5% 3/1/22

3,500,000

3,740,765

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (d)

1,000,000

1,112,360

Series D, 5.25% 10/1/22 (Pre-Refunded to 10/1/13 @ 100) (d)

1,200,000

1,342,512

Massachusetts Health & Edl. Facilities Auth. Rev. (New England Med. Ctr. Hosp. Proj.) Series G, 5.375% 7/1/24 (MBIA Insured)

500,000

510,725

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2:

0% 8/1/08

800,000

716,488

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Massachusetts - continued

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2: - continued

0% 8/1/10

$ 4,500,000

$ 3,682,800

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.75% 1/1/32 (FGIC Insured)

2,000,000

2,271,120

Massachusetts Wtr. Poll. Abatement Trust Wtr. Poll. Abatement Rev. (MWRA Ln. Prog.) Series A, 5.25% 8/1/13

10,000

10,723

Massachusetts Wtr. Resources Auth. Series A, 5.75% 8/1/39 (Pre-Refunded to 8/1/10 @ 101) (d)

7,000,000

7,932,120

23,511,133

Michigan - 1.1%

Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.25% 7/1/33 (FGIC Insured)

1,065,000

1,120,934

Ecorse Pub. School District 5.5% 5/1/27 (Pre-Refunded to 5/1/08 @ 101) (d)

1,000,000

1,084,660

Michigan Hosp. Fin. Auth. Hosp. Rev.:

(Ascension Health Cr. Group Proj.) Series A, 6.125% 11/15/26 (Pre-Refunded to 11/15/09 @ 101) (d)

300,000

340,008

(McLaren Health Care Corp. Proj.) Series A, 5% 6/1/19

2,000,000

2,052,160

Royal Oak Hosp. Fin. Auth. Hosp. Rev. (William Beaumont Hosp. Proj.) 6.25% 1/1/09

2,310,000

2,532,060

7,129,822

Minnesota - 1.2%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Healthspan Corp. Proj.) Series A, 4.75% 11/15/18 (AMBAC Insured)

1,800,000

1,820,646

Minneapolis Health Care Sys. Rev. (Allina Health Sys. Proj.) Series 2002 A, 6% 11/15/23

1,000,000

1,114,480

Minnesota Hsg. Fin. Agcy. (Single Family Mtg. Prog.) Series D, 6.4% 7/1/15 (c)

475,000

482,771

Rochester Health Care Facilities Rev. (Mayo Foundation Proj.) Series A, 5.5% 11/15/27

590,000

627,725

Saint Cloud Health Care Rev. (Saint Cloud Hosp. Group Oblig. Proj.) Series A, 5.875% 5/1/30 (FSA Insured)

2,000,000

2,239,460

Saint Paul Port Auth. Lease Rev. Series 2003 11, 5.25% 12/1/18

1,000,000

1,104,470

7,389,552

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Missouri - 0.2%

Missouri Envir. Impt. & Energy Resources Auth. Wtr. Poll. Cont. & Drinking Wtr. Rev. (State Revolving Fund Prog.) Series 2003 A, 5.125% 1/1/21

$ 1,010,000

$ 1,086,336

Montana - 0.3%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Projs.) Series A, 5.2%, tender 5/1/09 (b)

1,100,000

1,161,545

Montana Board of Regents Higher Ed. Rev. (Montana State Univ. Proj.) 5% 11/15/34 (AMBAC Insured)

1,000,000

1,044,700

2,206,245

Nevada - 1.0%

Clark County Arpt. Rev. Series C, 5.375% 7/1/22 (AMBAC Insured) (c)

1,000,000

1,066,870

Clark County Gen. Oblig.:

(Park & Reg'l. Justice Ctr. Proj.) 5.75% 11/1/24 (FGIC Insured)

1,000,000

1,107,660

Series 2000, 5.5% 7/1/30 (MBIA Insured)

500,000

539,695

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (d)

1,000,000

1,128,550

Las Vegas Valley Wtr. District Series B:

5.25% 6/1/16 (MBIA Insured)

1,000,000

1,103,640

5.25% 6/1/17 (MBIA Insured)

1,000,000

1,094,640

6,041,055

New Hampshire - 0.2%

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev. (United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (b)(c)

1,000,000

998,660

New Jersey - 1.5%

New Jersey Econ. Dev. Auth. Rev. Series 2005 K, 5.5% 12/15/19 (AMBAC Insured)

1,500,000

1,739,865

New Jersey Gen. Oblig. Series 2005 N, 5.25% 7/15/10 (FGIC Insured) (a)

1,000,000

1,080,420

New Jersey Tpk. Auth. Tpk. Rev. Series A, 5.625% 1/1/15 (MBIA Insured)

185,000

202,669

New Jersey Trans. Trust Fund Auth. Series B, 5.25% 12/15/22 (AMBAC Insured)

1,000,000

1,139,140

North Hudson Swr. Auth. Swr. Rev. Series A, 5.25% 8/1/17 (FGIC Insured)

2,000,000

2,195,240

Tobacco Settlement Fing. Corp.:

4.375% 6/1/19

600,000

603,198

Municipal Bonds - continued

Principal Amount

Value (Note 1)

New Jersey - continued

Tobacco Settlement Fing. Corp.: - continued

6.125% 6/1/24

$ 1,100,000

$ 1,132,076

6.125% 6/1/42

1,600,000

1,611,136

9,703,744

New Mexico - 1.3%

Albuquerque Arpt. Rev.:

6.7% 7/1/18 (AMBAC Insured) (c)

3,970,000

4,332,342

6.75% 7/1/09 (AMBAC Insured) (c)

450,000

505,557

6.75% 7/1/11 (AMBAC Insured) (c)

1,805,000

2,086,237

New Mexico Edl. Assistance Foundation Student Ln. Rev. Series IV A2, 6.65% 3/1/07

1,000,000

1,025,930

7,950,066

New York - 9.2%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

5.75% 5/1/16 (FSA Insured)

1,500,000

1,715,520

5.75% 5/1/21 (FSA Insured)

6,100,000

6,965,887

5.75% 5/1/25 (FSA Insured)

600,000

682,530

Metropolitan Trans. Auth. Rev.:

Series 2002 A, 5.75% 11/15/32

4,300,000

4,829,631

Series F, 5.25% 11/15/27 (MBIA Insured)

500,000

537,595

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (d)

1,000,000

1,005,820

Series O, 5.75% 7/1/13 (Escrowed to Maturity) (d)

700,000

790,405

Metropolitan Trans. Auth. Transit Facilities Rev. Series C, 4.75% 7/1/16 (Pre-Refunded to 1/1/12 @ 100) (d)

150,000

163,461

Nassau County Gen. Oblig. Series Z, 5% 9/1/11 (FGIC Insured)

300,000

324,474

New York City Gen. Oblig.:

Series 2003 I, 5.75% 3/1/16

715,000

803,932

Series 2005 J, 5% 3/1/20

2,000,000

2,114,400

Series A, 5.25% 11/1/14 (MBIA Insured)

600,000

662,712

Series C, 5.75% 3/15/27 (FSA Insured)

500,000

564,515

Series E, 6% 8/1/11

25,000

26,252

New York City Indl. Dev. Agcy. Indl. Dev. Rev. (Japan Airlines Co. Ltd. Proj.) Series 1991, 6% 11/1/15 (FSA Insured) (c)

750,000

776,123

New York City Indl. Dev. Agcy. Spl. Facilities Rev. (Term. One Group Assoc. Proj.) 5.9% 1/1/06 (c)

8,680,000

8,815,668

Municipal Bonds - continued

Principal Amount

Value (Note 1)

New York - continued

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.:

Series 2002 A, 5.125% 6/15/34 (FSA Insured)

$ 500,000

$ 525,030

Series 2005 D, 5% 6/15/37

1,500,000

1,567,770

Series A, 5.125% 6/15/34 (MBIA Insured)

2,000,000

2,106,380

New York City Trust Cultural Resources Rev. (Museum of Modern Art Proj.) Series 2001 D, 5.125% 7/1/31 (AMBAC Insured)

1,000,000

1,051,570

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A, 5.75% 7/1/13

1,500,000

1,691,115

Series C, 7.5% 7/1/10

500,000

554,070

(The Jamaica Hosp. Proj.) Series F, 5.2% 2/15/14 (MBIA Insured)

6,150,000

6,591,263

Series 2002 A, 5.75% 10/1/17 (MBIA Insured)

1,000,000

1,140,780

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

870,000

906,227

4.875% 6/15/20

795,000

825,011

5% 6/15/15

305,000

323,901

New York State Thruway Auth. State Personal Income Tax Rev. Series A, 5.5% 3/15/17

500,000

554,730

New York State Thruway Auth. Svc. Contract Rev. 5.5% 4/1/16

305,000

337,208

New York Transitional Fin. Auth. Rev. Series A, 5.75% 2/15/16

400,000

445,472

Sales Tax Asset Receivables Corp. Series A, 5.25% 10/15/27 (AMBAC Insured)

1,500,000

1,633,950

Tobacco Settlement Fing. Corp. Series A1:

5.25% 6/1/21 (AMBAC Insured)

1,000,000

1,081,200

5.25% 6/1/22 (AMBAC Insured)

950,000

1,023,749

5.5% 6/1/16

4,700,000

5,133,481

58,271,832

New York & New Jersey - 0.1%

Port Auth. of New York & New Jersey 124th Series, 5% 8/1/13 (FGIC Insured) (c)

500,000

524,565

North Carolina - 3.1%

Charlotte Ctfs. of Prtn. (2003 Govt. Facilities Projs.) Series G, 5% 6/1/33

1,000,000

1,039,000

Dare County Ctfs. of Prtn. 5.25% 6/1/15 (AMBAC Insured)

1,195,000

1,333,716

Municipal Bonds - continued

Principal Amount

Value (Note 1)

North Carolina - continued

North Carolina Cap. Facilities Fin. Agcy. Rev. (Duke Univ. Proj.) Series A:

5.125% 10/1/41

$ 1,720,000

$ 1,786,960

5.125% 7/1/42

5,155,000

5,382,284

5.25% 7/1/42

1,300,000

1,371,682

North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:

Series A, 5.5% 1/1/11

1,500,000

1,621,515

Series B:

5.875% 1/1/21 (MBIA Insured)

3,050,000

3,248,220

7.25% 1/1/07

1,000,000

1,061,170

Series C, 5.5% 1/1/07

700,000

723,247

Series D, 6.7% 1/1/19

1,115,000

1,247,462

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/18

1,000,000

1,079,990

19,895,246

Ohio - 0.7%

Cincinnati Student Ln. Fdg. Corp. Student Ln. Rev. Series B, 8.875% 8/1/08 (c)

1,005,000

1,010,739

Fairborn City School District (School Impt. Proj.) 5.75% 12/1/26 (FSA Insured)

1,000,000

1,124,520

Franklin County Hosp. Rev. 5.5% 5/1/21 (AMBAC Insured)

1,455,000

1,588,234

Plain Local School District 6% 12/1/25 (FGIC Insured)

410,000

468,778

4,192,271

Oklahoma - 1.6%

Oklahoma City Pub. Property Auth. Hotel Tax Rev. 5.5% 10/1/21 (FGIC Insured)

1,695,000

1,894,349

Oklahoma Industries Auth. Rev. (Health Sys. Oblig. Group Proj.) Series A:

5.75% 8/15/29 (MBIA Insured)

865,000

945,177

5.75% 8/15/29 (Pre-Refunded to 8/15/09 @ 101) (d)

635,000

710,216

6% 8/15/19 (MBIA Insured)

1,740,000

1,932,322

6% 8/15/19 (Pre-Refunded to 8/15/09 @ 101) (d)

1,260,000

1,421,809

Tulsa Indl. Auth. Rev. (Univ. of Tulsa Proj.) Series 2000 A, 5.75% 10/1/25 (MBIA Insured)

3,000,000

3,322,080

10,225,953

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Oregon - 1.1%

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series A, 5.375% 5/1/15 (AMBAC Insured)

$ 1,715,000

$ 1,908,263

Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18 (FGIC Insured)

500,000

559,770

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/18 (Pre-Refunded to 8/1/10 @ 100) (d)

1,000,000

1,127,240

5.75% 8/1/19 (Pre-Refunded to 8/1/10 @ 100) (d)

2,080,000

2,344,659

Yamhill County School District #029J Newberg 5.5% 6/15/19 (FGIC Insured)

1,000,000

1,159,360

7,099,292

Pennsylvania - 2.8%

Allegheny County Arpt. Rev. (Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/07 (MBIA Insured) (c)

1,000,000

1,036,870

Canon McMillan School District:

Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,000,000

1,117,860

Series 2002 B, 5.75% 12/1/35 (FGIC Insured)

1,595,000

1,806,991

Delaware County Auth. College Rev. (Haverford College Proj.) 5.75% 11/15/29

3,500,000

3,901,135

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/16 (AMBAC Insured)

1,860,000

2,206,667

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev. (Amtrak Proj.) Series 2001 A, 6.25% 11/1/31 (c)

2,000,000

2,077,860

Pennsylvania Higher Edl. Facilities Auth. Rev. (Lafayette College Proj.) 6% 5/1/30

3,065,000

3,435,497

Westmoreland County Muni. Auth. Muni. Svc. Rev. Series A, 0% 8/15/21 (FGIC Insured)

5,000,000

2,384,550

17,967,430

Puerto Rico - 0.2%

Puerto Rico Commonwealth Infrastructure Fing. Auth. Series 2000 A, 5.5% 10/1/32 (Escrowed to Maturity) (d)

1,000,000

1,093,380

Rhode Island - 1.3%

North Kingstown Gen. Oblig. 5.8% 10/1/21 (Pre-Refunded to 10/1/09 @ 101) (d)

1,320,000

1,480,182

Providence Redev. Agcy. Rev. Series A, 5.75% 4/1/29 (Pre-Refunded to 4/1/10 @ 101) (d)

800,000

903,864

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Rhode Island - continued

Rhode Island Health & Edl. Bldg. Corp. Rev. Series A, 5.25% 9/15/17 (AMBAC Insured)

$ 1,000,000

$ 1,100,880

Rhode Island Port Auth. & Econ. Dev. Corp. Arpt. Rev. Series A, 7% 7/1/14 (FSA Insured) (c)

4,000,000

4,731,760

8,216,686

South Carolina - 0.8%

South Carolina Ed. Assistance Auth. Rev. (Guaranteed Student Ln. Prog.) Series B, 5.7% 9/1/05 (c)

1,000,000

1,006,660

South Carolina Jobs Econ. Dev. Auth. Hosp. Facilities Rev. (Palmetto Health Alliance Proj.) Series A, 7.375% 12/15/21 (Pre-Refunded to 12/15/10 @ 102) (d)

1,000,000

1,221,550

South Carolina Pub. Svc. Auth. Rev.:

(Santee Cooper Proj.) Series 2005 B, 5% 1/1/18 (MBIA Insured) (a)

1,000,000

1,073,730

Series A, 5.5% 1/1/16 (FGIC Insured) (a)

1,000,000

1,133,070

Tobacco Settlement Rev. Mgmt. Auth. Series 2001 B, 6.375% 5/15/28

545,000

559,971

4,994,981

Tennessee - 0.7%

Metropolitan Govt. Nashville & Davidson County Health & Edl. Facilities Board Rev. (Ascension Health Cr. Group Proj.) Series A:

5.875% 11/15/28 (Pre-Refunded to 11/15/09 @ 101) (d)

400,000

449,152

6% 11/15/30 (Pre-Refunded to 11/15/09 @ 101) (d)

600,000

676,872

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Hosp. Proj.):

6.5% 9/1/26 (Escrowed to Maturity) (d)

1,120,000

1,318,139

6.5% 9/1/26 (Pre-Refunded to 9/1/12 @ 100) (d)

1,880,000

2,257,673

4,701,836

Texas - 16.2%

Aldine Independent School District 5.5% 2/15/13

3,150,000

3,496,091

Aledo Independent School District Series A, 5.125% 2/15/33 (a)

1,000,000

1,052,180

Alvin Independent School District 5.75% 8/15/21

1,000,000

1,111,130

Austin Independent School District 5.25% 8/1/14 (a)

1,000,000

1,082,650

Canyon Independent School District Series A, 5.5% 2/15/18

1,575,000

1,760,535

Comal Independent School District 5.75% 8/1/28 (Pre-Refunded to 8/1/09 @ 100) (d)

2,000,000

2,217,420

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Corpus Christi Util. Sys. Rev.:

5.25% 7/15/18 (FSA Insured)

$ 1,000,000

$ 1,118,640

5.25% 7/15/18 (Pre-Refunded to 7/15/12 @ 100) (d)

1,500,000

1,682,895

Cypress-Fairbanks Independent School District:

Series A:

0% 2/15/14

3,200,000

2,238,784

0% 2/15/16

1,400,000

880,334

5.75% 2/15/21

1,000,000

1,116,800

Dallas Independent School District Series 5, 5.25% 8/15/13 (a)

1,000,000

1,107,100

El Paso Gen. Oblig. 5.75% 8/15/25 (Pre-Refunded to 8/15/07 @ 100) (d)

4,500,000

4,793,130

Fort Worth Wtr. & Swr. Rev. 5% 2/15/16 (FSA Insured)

1,000,000

1,087,270

Garland Independent School District 5.5% 2/15/19

2,500,000

2,720,500

Grand Praire Independent School District 5.375% 2/15/16 (FSA Insured)

1,000,000

1,113,000

Grapevine Gen. Oblig. 5.75% 8/15/18 (FGIC Insured)

1,250,000

1,392,738

Guadalupe-Blanco River Auth. Contract Rev. (Western Canyon Reg'l. Wtr. Supply Proj.) 5.25% 4/15/20 (MBIA Insured)

1,000,000

1,086,490

Harris County Gen. Oblig.:

0% 10/1/17 (MBIA Insured)

2,500,000

1,456,800

0% 8/15/24 (MBIA Insured)

1,000,000

399,950

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.):

Series 2001 A, 5.5% 2/15/12

1,000,000

1,098,820

5.75% 2/15/21

1,310,000

1,421,599

Houston Arpt. Sys. Rev.:

Series A, 5.625% 7/1/19 (FSA Insured) (c)

1,000,000

1,087,900

Series B, 5.5% 7/1/30 (FSA Insured)

1,400,000

1,509,774

Houston Independent School District 0% 8/15/13

1,300,000

936,520

Humble Independent School District Series 2005 B, 5.25% 2/15/20 (FGIC Insured) (a)

1,800,000

1,969,848

Hurst Euless Bedford Independent School District 0% 8/15/11

1,000,000

791,880

Kennedale Independent School District 5.5% 2/15/29

1,100,000

1,203,191

Lewisville Independent School District 0% 8/15/19

2,340,000

1,237,696

Los Fresnos Independent School District:

5.75% 8/15/13

1,040,000

1,164,103

5.75% 8/15/14

1,100,000

1,228,997

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/19 (AMBAC Insured)

$ 1,000,000

$ 1,091,580

Mansfield Independent School District 5.5% 2/15/17

2,000,000

2,216,560

Montgomery County Muni. Util. District #46 5% 3/1/21 (FSA Insured)

1,040,000

1,094,059

Mount Pleasant Independent School District 5.5% 2/15/22

2,590,000

2,841,385

North Central Health Facilities Dev. Corp. Rev. (Children's Med. Ctr. of Dallas Proj.) 5.5% 8/15/16 (AMBAC Insured)

1,230,000

1,362,077

Northside Independent School District:

5.5% 2/15/15

940,000

1,040,157

5.5% 2/15/15 (Pre-Refunded to 2/15/11 @ 100) (d)

1,060,000

1,190,062

Northwest Texas Independent School District 5.5% 8/15/21

3,185,000

3,530,732

Sabine River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series B, 5.75%, tender 11/1/11 (b)(c)

4,000,000

4,332,000

San Antonio Elec. & Gas Systems Rev. 5.5% 2/1/20 (Pre-Refunded to 2/1/07 @ 101) (d)

75,000

79,209

San Benito Consolidated Independent School District 6% 2/15/25

900,000

1,020,798

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/14 (AMBAC Insured)

2,245,000

2,537,277

Spring Branch Independent School District 5.375% 2/1/18

1,000,000

1,089,110

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20

1,000,000

1,040,450

Texas Muni. Pwr. Agcy. Rev.:

0% 9/1/11 (AMBAC Insured)

4,715,000

3,729,895

0% 9/1/11 (Escrowed to Maturity) (d)

35,000

27,999

0% 9/1/15 (MBIA Insured)

1,000,000

647,770

Texas Pub. Fin. Auth. Bldg. Rev. (Texas Technical College Proj.) 6.25% 8/1/09 (MBIA Insured)

1,000,000

1,063,620

Texas Tpk. Auth. Central Tpk. Sys. Rev.:

5.5% 8/15/39 (AMBAC Insured)

4,050,000

4,398,219

5.75% 8/15/38 (AMBAC Insured)

3,775,000

4,239,136

Texas Tpk. Auth. Dallas North Tollway Rev. 5.25% 1/1/23 (FGIC Insured)

2,600,000

2,690,480

Texas Wtr. Dev. Board Rev. Series A, 5.5% 7/15/21

1,000,000

1,078,600

Travis County Health Facilities Dev. Corp. Rev. (Ascension Health Cr. Prog.) Series A, 6.25% 11/15/19 (Pre-Refunded to 11/15/09 @ 101) (d)

4,000,000

4,563,520

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Texas - continued

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 6% 7/1/27

$ 1,000,000

$ 1,053,330

White Settlement Independent School District 5.75% 8/15/34

1,340,000

1,500,224

Williamson County Gen. Oblig.:

5.5% 2/15/19 (FSA Insured)

1,355,000

1,490,419

6% 8/15/19 (Pre-Refunded to 8/15/10 @ 100) (d)

1,000,000

1,140,200

Yselta Independent School District 0% 8/15/09

4,065,000

3,511,306

102,164,939

Utah - 2.0%

Intermountain Pwr. Agcy. Pwr. Supply Rev.:

Series A:

6.5% 7/1/09 (AMBAC Insured)

365,000

411,530

6.5% 7/1/09 (Escrowed to Maturity) (d)

635,000

721,246

Series B:

5.75% 7/1/16 (MBIA Insured)

2,500,000

2,687,225

6% 7/1/16 (MBIA Insured)

7,000,000

7,382,970

Salt Lake City School District Series B, 5% 3/1/12

1,380,000

1,518,718

12,721,689

Vermont - 0.3%

Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

1,000,000

1,140,660

Series A, 5.75% 12/1/18 (AMBAC Insured)

400,000

448,724

1,589,384

Virginia - 0.5%

Virginia Resources Auth. Clean Wtr. State Revolving Fund Rev.:

5.625% 10/1/22

1,250,000

1,381,750

5.75% 10/1/19

1,750,000

1,961,645

3,343,395

Washington - 9.6%

Chelan County Pub. Util. District #1 Rev. Series B, 4.5% 7/1/08 (FGIC Insured)

1,040,000

1,071,741

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

3,040,000

3,398,446

Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)

4,000,000

4,606,280

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Washington - continued

Grant County Pub. Util. District #2 (Priest Rapids Hydro-Elec. Proj.) Second Series B, 5.375% 1/1/16 (MBIA Insured) (c)

$ 1,715,000

$ 1,842,870

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev. Series B, 5.25% 1/1/22 (FGIC Insured) (c)

1,950,000

2,068,131

King County Swr. Rev. Series B:

5.125% 1/1/33 (FSA Insured)

2,800,000

2,917,544

5.5% 1/1/21 (FSA Insured)

1,615,000

1,768,134

Port of Seattle Passenger Facilities Charge Rev. Series B, 5.25% 12/1/14 (AMBAC Insured) (c)

3,000,000

3,170,280

Seattle Wtr. Sys. Rev. Series B, 5.75% 7/1/23 (FGIC Insured)

1,000,000

1,106,850

Spokane County School District #81 5.25% 12/1/18 (FSA Insured)

1,000,000

1,094,890

Spokane Gen. Oblig. 5.25% 12/1/24 (AMBAC Insured)

1,000,000

1,081,230

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev. 5.75% 12/1/24 (MBIA Insured)

1,000,000

1,138,400

Tacoma Elec. Sys. Rev.:

Series 2001 A, 5.75% 1/1/20 (FSA Insured)

1,000,000

1,116,750

Series A, 5.625% 1/1/21 (FSA Insured)

1,300,000

1,434,394

Tumwater School District #33, Thurston County Series 1996 B, 0% 12/1/10 (FGIC Insured)

4,000,000

3,260,560

Univ. of Washington Univ. Revs. (Student Facilities Fee Prog.) 5.8% 6/1/30 (FSA Insured)

3,000,000

3,315,360

Washington Gen. Oblig.:

Series 2000 A, 5.625% 7/1/24

2,000,000

2,171,100

Series 2001 C, 5.25% 1/1/16

1,000,000

1,090,150

Series C, 5.25% 1/1/26 (FSA Insured)

1,000,000

1,068,420

Series R 97A, 0% 7/1/19 (MBIA Insured)

1,200,000

627,672

Washington Health Care Facilities Auth. Rev. (Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

3,000,000

3,321,690

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. 5.4% 7/1/12

16,000,000

17,803,672

60,474,564

Wisconsin - 1.5%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

930,000

951,920

Douglas County Gen. Oblig. 5.5% 2/1/18 (Pre-Refunded to 2/1/12 @ 100) (d)

1,000,000

1,108,990

Menasha Joint School District 5.5% 3/1/17 (FSA Insured)

1,160,000

1,284,120

Municipal Bonds - continued

Principal Amount

Value (Note 1)

Wisconsin - continued

Wisconsin Gen. Oblig. Series 1, 5.25% 5/1/12 (MBIA Insured) (a)

$ 1,000,000

$ 1,092,760

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Marshfield Clinic Proj.) Series B, 6% 2/15/25

1,500,000

1,609,275

(Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/16

1,000,000

1,084,240

5.75% 8/15/30

1,500,000

1,600,470

6.25% 8/15/22

600,000

664,422

9,396,197

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $596,822,331)

632,497,933

NET OTHER ASSETS - (0.1)%

(463,246)

NET ASSETS - 100%

$ 632,034,687

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(c) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(d) Security collateralized by an amount sufficient to pay interest and principal.

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

32.0%

Electric Utilities

11.8%

Escrowed/Pre-Refunded

11.2%

Health Care

10.5%

Transportation

9.8%

Water & Sewer

9.6%

Education

7.0%

Others* (individually less than 5%)

8.1%

100.0%

*Includes net other assets

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $596,822,331) - See accompanying schedule

$ 632,497,933

Cash

230,275

Receivable for investments sold
Regular delivery

2,772,342

Delayed delivery

1,770,598

Receivable for fund shares sold

732,311

Interest receivable

8,968,959

Prepaid expenses

1,826

Other receivables

7,940

Total assets

646,982,184

Liabilities

Payable for investments purchased
Regular delivery

$ 1,329,548

Delayed delivery

11,249,656

Payable for fund shares redeemed

1,110,925

Distributions payable

732,579

Accrued management fee

195,366

Distribution fees payable

196,782

Other affiliated payables

72,315

Other payables and accrued expenses

60,326

Total liabilities

14,947,497

Net Assets

$ 632,034,687

Net Assets consist of:

Paid in capital

$ 592,770,385

Distributions in excess of net investment income

(206,375)

Accumulated undistributed net realized gain (loss) on investments

3,795,075

Net unrealized appreciation (depreciation) on investments

35,675,602

Net Assets

$ 632,034,687

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($109,150,481 ÷ 8,285,678 shares)

$ 13.17

Maximum offering price per share (100/95.25 of $13.17)

$ 13.83

Class T:
Net Asset Value
and redemption price per share ($317,223,862 ÷ 24,031,984 shares)

$ 13.20

Maximum offering price per share (100/96.50 of $13.20)

$ 13.68

Class B:
Net Asset Value
and offering price per share ($89,706,296 ÷ 6,824,224 shares)A

$ 13.15

Class C:
Net Asset Value
and offering price per share ($61,372,298 ÷ 4,651,559 shares)A

$ 13.19

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($54,581,750 ÷ 4,157,428 shares)

$ 13.13

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 14,539,428

Expenses

Management fee

$ 1,171,086

Transfer agent fees

345,940

Distribution fees

1,196,732

Accounting fees and expenses

79,148

Independent trustees' compensation

1,591

Custodian fees and expenses

5,293

Registration fees

41,438

Audit

28,192

Legal

4,715

Miscellaneous

39,940

Total expenses before reductions

2,914,075

Expense reductions

(43,291)

2,870,784

Net investment income

11,668,644

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,199,056

Futures contracts

(31,570)

Total net realized gain (loss)

4,167,486

Change in net unrealized appreciation (depreciation) on investment securities

(3,991,390)

Net gain (loss)

176,096

Net increase (decrease) in net assets resulting from operations

$ 11,844,740

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 11,668,644

$ 24,224,497

Net realized gain (loss)

4,167,486

5,732,408

Change in net unrealized appreciation (depreciation)

(3,991,390)

8,110,994

Net increase (decrease) in net assets resulting
from operations

11,844,740

38,067,899

Distributions to shareholders from net investment income

(11,639,855)

(24,158,959)

Distributions to shareholders from net realized gain

(5,181,802)

(1,087,792)

Total distributions

(16,821,657)

(25,246,751)

Share transactions - net increase (decrease)

14,880,063

(33,873,509)

Total increase (decrease) in net assets

9,903,146

(21,052,361)

Net Assets

Beginning of period

622,131,541

643,183,902

End of period (including distributions in excess of net investment income of $206,375 and distributions in excess of net investment income of $199,472,
respectively)

$ 632,034,687

$ 622,131,541

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.28

$ 13.00

$ 12.87

$ 12.70

$ 12.02

$ 11.69

Income from Investment Operations

Net investment
incomeE

.260

.533

.539

.557G

.584

.591

Net realized and unrealized gain (loss)

-H

.301

.137

.168G

.679

.337

Total from investment operations

.260

.834

.676

.725

1.263

.928

Distributions from net investment income

(.260)

(.532)

(.544)

(.555)

(.583)

(.598)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.370)

(.554)

(.546)

(.555)

(.583)

(.598)

Net asset value, end of period

$ 13.17

$ 13.28

$ 13.00

$ 12.87

$ 12.70

$ 12.02

Total ReturnB,C,D

2.00%

6.56%

5.33%

5.88%

10.72%

8.17%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.71%A

.69%

.68%

.69%

.69%

.72%

Expenses net of voluntary
waivers, if any

.71%A

.69%

.68%

.69%

.69%

.72%

Expenses net of all reductions

.69%A

.69%

.68%

.67%

.62%

.72%

Net investment
income

3.99%A

4.07%

4.15%

4.41%G

4.70%

5.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 109,150

$ 101,763

$ 87,406

$ 67,457

$ 46,796

$ 22,780

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.31

$ 13.03

$ 12.89

$ 12.72

$ 12.04

$ 11.70

Income from Investment Operations

Net investment
incomeE

.254

.522

.529

.546H

.572

.583

Net realized and unrealized gain (loss)

(.001)F

.299

.144

.166H

.679

.343

Total from investment operations

.253

.821

.673

.712

1.251

.926

Distributions from net investment income

(.253)

(.519)

(.531)

(.542)

(.571)

(.586)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.363)

(.541)

(.533)

(.542)

(.571)

(.586)

Net asset value, end of period

$ 13.20

$ 13.31

$ 13.03

$ 12.89

$ 12.72

$ 12.04

Total ReturnB,C,D

1.95%

6.44%

5.30%

5.76%

10.59%

8.14%

Ratios to Average Net AssetsG

Expenses
before expense reductions

.81%A

.79%

.78%

.79%

.79%

.81%

Expenses net of voluntary
waivers, if any

.81%A

.79%

.78%

.79%

.79%

.81%

Expenses net of all reductions

.79%A

.78%

.77%

.77%

.72%

.81%

Net investment
income

3.89%A

3.97%

4.06%

4.31%H

4.60%

4.93%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 317,224

$ 319,734

$ 340,542

$ 354,030

$ 369,295

$ 340,959

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.25

$ 12.98

$ 12.85

$ 12.67

$ 12.00

$ 11.67

Income from Investment Operations

Net investment
incomeE

.210

.435

.443

.462G

.489

.504

Net realized and unrealized gain (loss)

.010

.291

.136

.178G

.671

.336

Total from investment operations

.220

.726

.579

.640

1.160

.840

Distributions from net investment income

(.210)

(.434)

(.447)

(.460)

(.490)

(.510)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.320)

(.456)

(.449)

(.460)

(.490)

(.510)

Net asset value, end of period

$ 13.15

$ 13.25

$ 12.98

$ 12.85

$ 12.67

$ 12.00

Total ReturnB,C,D

1.70%

5.70%

4.56%

5.19%

9.83%

7.38%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.47%A

1.44%

1.43%

1.44%

1.43%

1.46%

Expenses net of voluntary
waivers, if any

1.47%A

1.44%

1.43%

1.44%

1.43%

1.46%

Expenses net of all reductions

1.45%A

1.44%

1.42%

1.41%

1.37%

1.46%

Net investment
income

3.23%A

3.32%

3.41%

3.66%G

3.95%

4.28%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 89,706

$ 97,487

$ 110,853

$ 109,986

$ 91,687

$ 68,571

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.30

$ 13.02

$ 12.89

$ 12.71

$ 12.04

$ 11.70

Income from Investment Operations

Net investment
incomeE

.205

.423

.430

.451H

.478

.493

Net realized and unrealized gain (loss)

(.001)F

.300

.135

.176H

.669

.345

Total from investment operations

.204

.723

.565

.627

1.147

.838

Distributions from net investment income

(.204)

(.421)

(.433)

(.447)

(.477)

(.498)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.314)

(.443)

(.435)

(.447)

(.477)

(.498)

Net asset value, end of period

$ 13.19

$ 13.30

$ 13.02

$ 12.89

$ 12.71

$ 12.04

Total ReturnB,C,D

1.57%

5.65%

4.44%

5.06%

9.69%

7.34%

Ratios to Average Net AssetsG

Expenses
before expense reductions

1.56%A

1.54%

1.53%

1.53%

1.53%

1.56%

Expenses net of voluntary
waivers, if any

1.56%A

1.54%

1.53%

1.53%

1.53%

1.56%

Expenses net of all reductions

1.55%A

1.54%

1.52%

1.51%

1.47%

1.56%

Net investment
income

3.14%A

3.22%

3.31%

3.57%H

3.85%

4.18%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 61,372

$ 58,984

$ 59,423

$ 52,019

$ 37,324

$ 17,120

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.96

$ 12.83

$ 12.66

$ 11.98

$ 11.65

Income from Investment Operations

Net investment
incomeD

.269

.551

.556

.573F

.598

.604

Net realized and unrealized gain (loss)

.001

.304

.139

.170F

.682

.339

Total from investment operations

.270

.855

.695

.743

1.280

.943

Distributions from net investment income

(.270)

(.553)

(.563)

(.573)

(.600)

(.613)

Distributions from net realized gain

(.110)

(.022)

(.002)

-

-

-

Total distributions

(.380)

(.575)

(.565)

(.573)

(.600)

(.613)

Net asset value, end of period

$ 13.13

$ 13.24

$ 12.96

$ 12.83

$ 12.66

$ 11.98

Total ReturnB,C

2.09%

6.75%

5.50%

6.05%

10.91%

8.34%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.54%A

.54%

.54%

.55%

.54%

.61%

Expenses net of voluntary
waivers, if any

.54%A

.54%

.54%

.55%

.54%

.61%

Expenses net
of all reductions

.53%A

.53%

.53%

.52%

.48%

.61%

Net investment
income

4.16%A

4.23%

4.30%

4.55%F

4.84%

5.13%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 54,582

$ 44,164

$ 44,960

$ 31,703

$ 21,842

$ 8,324

Portfolio turnover rate

23%A

17%

26%

20%

16%

39%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Municipal Income Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to market discount and losses deferred due to futures transactions.

The fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the Internal Revenue Service (IRS) will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 36,403,972

Unrealized depreciation

(390,112)

Net unrealized appreciation (depreciation)

$ 36,013,860

Cost for federal income tax purposes

$ 596,484,073

Semiannual Report

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the bond markets and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $88,312,652 and $71,461,924, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (FMR) and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .25% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .38% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 78,945

$ 915

Class T

0%

.25%

397,483

10,864

Class B

.65%

.25%

419,849

305,531

Class C

.75%

.25%

300,455

58,696

$ 1,196,732

$ 376,006

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 40,409

Class T

14,330

Class B*

104,869

Class C*

4,513

$ 164,121

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for each class of the fund. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, with respect to all classes of the fund to perform the transfer, dividend disbursing, and shareholder servicing agent functions.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. All fees are paid to FIIOC by Citibank, which is reimbursed by each class for such payments. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Amount

% of
Average
Net Assets

Class A

$ 58,507

.11*

Class T

175,035

.11*

Class B

54,037

.12*

Class C

33,480

.11*

Institutional Class

24,881

.10*

$ 345,940

* Annualized

Citibank also has a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $3,356 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions.

Through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and accounting expenses by $5,239 and $37,947, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class C

$ 105

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

At the end of the period, one unaffiliated shareholder was the owner of record of 13% of the total outstanding shares of the fund.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30, 2005

Year ended
October 31, 2004

From net investment income

Class A

$ 2,078,895

$ 3,846,154

Class T

6,114,214

13,026,369

Class B

1,496,738

3,489,310

Class C

929,955

1,946,801

Institutional Class

1,020,053

1,850,325

Total

$ 11,639,855

$ 24,158,959

From net realized gain

Class A

$ 849,843

$ 149,850

Class T

2,646,649

570,715

Class B

802,913

187,961

Class C

495,651

103,229

Institutional Class

386,746

76,037

Total

$ 5,181,802

$ 1,087,792

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30, 2005

Year ended
October 31, 2004

Six months ended
April 30, 2005

Year ended
October 31, 2004

Class A

Shares sold

1,518,596

3,051,831

$ 19,961,135

$ 40,015,553

Reinvestment of distributions

150,934

195,076

1,977,428

2,555,131

Shares redeemed

(1,046,302)

(2,307,544)

(13,727,576)

(30,076,418)

Net increase (decrease)

623,228

939,363

$ 8,210,987

$ 12,494,266

Class T

Shares sold

1,418,179

2,589,160

$ 18,685,762

$ 34,035,763

Reinvestment of distributions

498,995

732,696

6,551,443

9,618,791

Shares redeemed

(1,912,942)

(5,437,720)

(25,185,535)

(71,165,874)

Net increase (decrease)

4,232

(2,115,864)

$ 51,670

$ (27,511,320)

Class B

Shares sold

228,155

785,410

$ 2,992,328

$ 10,289,254

Reinvestment of distributions

106,408

161,470

1,390,888

2,111,035

Shares redeemed

(866,054)

(2,134,429)

(11,364,436)

(27,807,695)

Net increase (decrease)

(531,491)

(1,187,549)

$ (6,981,220)

$ (15,407,406)

Class C

Shares sold

610,729

1,183,460

$ 8,049,793

$ 15,560,504

Reinvestment of distributions

68,431

97,489

897,716

1,279,206

Shares redeemed

(462,173)

(1,410,402)

(6,087,737)

(18,440,008)

Net increase (decrease)

216,987

(129,453)

$ 2,859,772

$ (1,600,298)

Institutional Class

Shares sold

1,230,000

2,509,454

$ 16,090,530

$ 32,802,511

Reinvestment of distributions

13,483

24,913

176,095

325,341

Shares redeemed

(422,391)

(2,667,085)

(5,527,771)

(34,976,603)

Net increase (decrease)

821,092

(132,718)

$ 10,738,854

$ (1,848,751)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.
New York, NY

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Citibank, N.A.
New York, NY

HIMI-USAN-0605
1.784902.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Short Fixed-Income

Fund - Class A, Class T, Class B and Class C

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central fund.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*B
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,000.60

$ 4.27

HypotheticalA

$ 1,000.00

$ 1,020.53

$ 4.31

Class T

Actual

$ 1,000.00

$ 1,001.80

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16

Class B

Actual

$ 1,000.00

$ 998.00

$ 7.98

HypotheticalA

$ 1,000.00

$ 1,016.81

$ 8.05

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*B
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 996.70

$ 8.22

HypotheticalA

$ 1,000.00

$ 1,016.56

$ 8.30

Institutional Class

Actual

$ 1,000.00

$ 1,002.70

$ 3.28

HypotheticalA

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio
B

Class A

.86%

Class T

.83%

Class B

1.61%

Class C

1.66%

Institutional Class

.66%

B If fees contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense Ratio

Expenses
Paid

Class A

.82%

Actual

$ 4.07

HypotheticalA

$ 4.11

Class T

.77%

Actual

$ 3.82

HypotheticalA

$ 3.86

Class B

1.58%

Actual

$ 7.83

HypotheticalA

$ 7.90

Class C

1.60%

Actual

$ 7.92

HypotheticalA

$ 8.00

Institutional Class

.58%

Actual

$ 2.88

HypotheticalA

$ 2.91

A 5% return per year before expenses

Semiannual Report

Investment Changes

Quality Diversification (% of fund's net assets) as of April 30, 2005

As of April 30, 2005 *

As of October 31, 2004 **

U.S. Government
and U.S. Government Agency Obligations 31.3%

U.S. Government
and U.S. Government Agency Obligations 35.8%

AAA 26.4%

AAA 22.6%

AA 6.3%

AA 6.0%

A 12.9%

A 14.9%

BBB 19.0%

BBB 17.1%

BB and Below 0.5%

BB and Below 0.6%

Not Rated 1.9%

Not Rated 2.2%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 0.8%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Securities rated BB or below were rated investment grade at the time of acquisition.

Average Years to Maturity as of April 30, 2005

6 months ago

Years

2.7

2.6

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of April 30, 2005

6 months ago

Years

1.6

2.0

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 **

Corporate Bonds 20.9%

Corporate Bonds 20.5%

U.S. Government and
U.S. Government
Agency Obligations 31.3%

U.S. Government and
U.S. Government
Agency Obligations 35.8%

Asset-Backed
Securities 24.4%

Asset-Backed
Securities 24.9%

CMOs and Other Mortgage Related Securities 21.4%

CMOs and Other Mortgage Related Securities 17.7%

Other Investments 0.3%

Other Investments 0.3%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 0.8%

* Foreign investments

6.3%

** Foreign investments

5.8%



* Futures and Swaps

11.8%

** Futures and Swaps

14.8%

The information in the above tables is based on the combined investments of the fund and is pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 20.5%

Principal Amount

Value (Note 1)

CONSUMER DISCRETIONARY - 2.5%

Auto Components - 0.2%

DaimlerChrysler NA Holding Corp. 3.47% 5/24/06 (f)

$ 2,800,000

$ 2,802,341

Media - 2.3%

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,350,000

2,456,671

Continental Cablevision, Inc.:

8.3% 5/15/06

3,200,000

3,336,579

9% 9/1/08

1,400,000

1,585,647

Cox Communications, Inc.:

6.4% 8/1/08

795,000

831,550

6.875% 6/15/05

2,025,000

2,031,670

7.75% 8/15/06

2,600,000

2,709,694

Hearst-Argyle Television, Inc. 7% 11/15/07

1,500,000

1,595,060

Lenfest Communications, Inc. 10.5% 6/15/06

1,225,000

1,298,500

Liberty Media Corp. 4.51% 9/17/06 (f)

6,150,000

6,222,939

News America, Inc. 6.625% 1/9/08

3,000,000

3,158,805

TCI Communications, Inc. 8% 8/1/05

3,610,000

3,648,981

Univision Communications, Inc.:

3.5% 10/15/07

535,000

524,438

3.875% 10/15/08

585,000

573,607

29,974,141

TOTAL CONSUMER DISCRETIONARY

32,776,482

CONSUMER STAPLES - 0.6%

Food Products - 0.3%

Kraft Foods, Inc. 5.25% 6/1/07

3,265,000

3,327,551

Tobacco - 0.3%

Altria Group, Inc. 5.625% 11/4/08

2,000,000

2,072,272

Philip Morris Companies, Inc. 6.375% 2/1/06

2,000,000

2,032,794

4,105,066

TOTAL CONSUMER STAPLES

7,432,617

ENERGY - 1.2%

Energy Equipment & Services - 0.1%

Cooper Cameron Corp. 2.65% 4/15/07

1,335,000

1,291,863

Oil & Gas - 1.1%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (b)

1,865,000

1,866,578

Delek & Avner Yam Tethys Ltd. 5.326% 8/1/13 (b)

2,480,000

2,468,666

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Enterprise Products Operating LP:

4% 10/15/07

$ 1,375,000

$ 1,349,902

4.625% 10/15/09

3,070,000

3,022,117

Kinder Morgan Energy Partners LP 5.35% 8/15/07

1,400,000

1,422,026

Pemex Project Funding Master Trust 6.125% 8/15/08

4,535,000

4,659,713

14,789,002

TOTAL ENERGY

16,080,865

FINANCIALS - 8.6%

Capital Markets - 0.7%

ABN-AMRO Bank NV, Chicago 7.25% 5/31/05

610,000

611,758

Bank of New York Co., Inc.:

3.4% 3/15/13 (f)

2,750,000

2,660,424

4.25% 9/4/12 (f)

1,285,000

1,279,972

Goldman Sachs Group LP 7.2% 11/1/06 (b)

500,000

523,166

Lehman Brothers Holdings, Inc.:

4% 1/22/08

300,000

298,225

6.25% 5/15/06

2,795,000

2,860,917

6.625% 2/5/06

120,000

122,507

Merrill Lynch & Co., Inc. 3.7% 4/21/08

1,400,000

1,379,645

9,736,614

Commercial Banks - 0.9%

Australia & New Zealand Banking Group Ltd. yankee 7.55% 9/15/06

405,000

423,667

Bank of America Corp.:

7.125% 9/15/06

1,750,000

1,824,673

7.4% 1/15/11

275,000

312,844

Bank One Corp. 6% 8/1/08

975,000

1,023,551

Corporacion Andina de Fomento yankee 7.25% 3/1/07

965,000

1,009,050

First National Boston Corp. 7.375% 9/15/06

1,145,000

1,197,274

Korea Development Bank:

3.875% 3/2/09

2,700,000

2,629,473

4.75% 7/20/09

1,500,000

1,508,084

Mellon Bank NA, Pittsburgh 6.5% 8/1/05

2,000,000

2,013,526

11,942,142

Consumer Finance - 2.6%

American General Finance Corp. 4.5% 11/15/07

1,115,000

1,118,201

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

FINANCIALS - continued

Consumer Finance - continued

Ford Motor Credit Co.:

4.95% 1/15/08

$ 1,990,000

$ 1,872,600

6.5% 1/25/07

8,430,000

8,429,157

General Motors Acceptance Corp.:

4.05% 1/16/07 (f)

2,585,000

2,467,711

4.2025% 9/23/08 (f)

4,400,000

3,945,027

4.3948% 10/20/05 (f)

915,000

913,021

4.75% 5/19/05 (f)

1,350,000

1,350,394

6.75% 1/15/06

3,322,000

3,346,586

Household Finance Corp.:

4.125% 12/15/08

705,000

696,877

4.75% 5/15/09

1,563,000

1,576,009

6.4% 6/17/08

2,070,000

2,191,225

Household International, Inc. 8.875% 2/15/08

2,025,000

2,099,945

HSBC Finance Corp. 4.125% 3/11/08

4,145,000

4,124,217

34,130,970

Diversified Financial Services - 1.1%

CC Funding Trust I 6.9% 2/16/07

2,040,000

2,129,919

Citigroup, Inc. 6.75% 12/1/05

4,100,000

4,173,759

Duke Capital LLC 4.331% 11/16/06

2,930,000

2,935,658

J.P. Morgan & Co., Inc. 6.25% 1/15/09

1,075,000

1,139,935

J.P. Morgan Chase & Co. 5.625% 8/15/06

2,375,000

2,422,859

Prime Property Funding II 6.25% 5/15/07 (b)

1,000,000

1,039,794

13,841,924

Insurance - 0.2%

Allstate Corp. 7.875% 5/1/05

535,000

535,000

St. Paul Travelers Companies, Inc. 5.75% 3/15/07

1,070,000

1,097,490

Travelers Property Casualty Corp. 3.75% 3/15/08

530,000

520,487

2,152,977

Real Estate - 2.6%

AMB Property LP 7.2% 12/15/05

1,000,000

1,020,209

Arden Realty LP 8.5% 11/15/10

2,050,000

2,401,204

AvalonBay Communities, Inc. 5% 8/1/07

915,000

925,615

BRE Properties, Inc.:

5.95% 3/15/07

575,000

592,018

7.2% 6/15/07

1,775,000

1,878,390

Camden Property Trust:

4.375% 1/15/10

1,385,000

1,356,149

5.875% 6/1/07

580,000

594,237

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

FINANCIALS - continued

Real Estate - continued

CarrAmerica Realty Corp. 5.25% 11/30/07

$ 1,745,000

$ 1,768,482

Colonial Properties Trust 4.75% 2/1/10

1,330,000

1,311,143

Developers Diversified Realty Corp.:

3.875% 1/30/09

755,000

729,802

5% 5/3/10

1,310,000

1,308,712

7% 3/19/07

2,095,000

2,184,025

EOP Operating LP:

6.763% 6/15/07

1,625,000

1,701,554

7.75% 11/15/07

1,650,000

1,778,149

8.375% 3/15/06

1,500,000

1,556,937

Gables Realty LP:

5.75% 7/15/07

2,720,000

2,795,706

7.25% 2/15/06

2,200,000

2,254,707

JDN Realty Corp. 6.95% 8/1/07

855,000

897,345

Merry Land & Investment Co., Inc. 7.25% 6/15/05

600,000

602,557

Simon Property Group LP:

4.875% 8/15/10

2,460,000

2,465,715

6.875% 11/15/06

3,785,000

3,926,158

34,048,814

Thrifts & Mortgage Finance - 0.5%

Abbey National PLC 6.69% 10/17/05

200,000

202,871

Countrywide Home Loans, Inc.:

3.4% 6/2/06 (f)

1,250,000

1,254,545

5.5% 8/1/06

1,290,000

1,312,868

5.625% 5/15/07

745,000

763,524

Washington Mutual, Inc. 4.375% 1/15/08

2,700,000

2,700,689

6,234,497

TOTAL FINANCIALS

112,087,938

INDUSTRIALS - 1.1%

Aerospace & Defense - 0.2%

Northrop Grumman Corp. 4.079% 11/16/06

2,900,000

2,898,915

Air Freight & Logistics - 0.0%

Federal Express Corp. pass thru trust certificates 7.53% 9/23/06

302,435

308,091

Airlines - 0.4%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

225,038

227,921

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

6.978% 10/1/12

$ 122,772

$ 125,318

Continental Airlines, Inc. pass thru trust certificates:

6.32% 11/1/08

3,080,000

3,092,716

7.056% 3/15/11

355,000

361,136

Delta Air Lines, Inc. pass thru trust certificates 7.379% 5/18/10

731,192

696,460

4,503,551

Commercial Services & Supplies - 0.2%

International Lease Financial Corp. 5% 4/15/10

2,535,000

2,547,683

Industrial Conglomerates - 0.3%

Tyco International Group SA yankee 5.8% 8/1/06

3,360,000

3,439,592

TOTAL INDUSTRIALS

13,697,832

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.5%

Motorola, Inc. 4.608% 11/16/07

6,000,000

6,042,222

MATERIALS - 0.3%

Containers & Packaging - 0.1%

Sealed Air Corp. 6.95% 5/15/09 (b)

855,000

907,155

Paper & Forest Products - 0.2%

Boise Cascade Corp. 8% 2/24/06

745,000

771,075

International Paper Co. 4.25% 1/15/09

435,000

429,745

Weyerhaeuser Co. 5.95% 11/1/08

1,729,000

1,817,456

3,018,276

TOTAL MATERIALS

3,925,431

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 3.8%

ALLTEL Corp. 4.656% 5/17/07

2,720,000

2,743,109

BellSouth Corp. 4.2% 9/15/09

1,775,000

1,753,617

British Telecommunications PLC 7.875% 12/15/05

4,775,000

4,894,638

Deutsche Telekom International Finance BV:

3.875% 7/22/08

2,425,000

2,388,072

8.25% 6/15/05

5,140,000

5,168,846

France Telecom SA 7.45% 3/1/06 (a)

3,160,000

3,251,441

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Koninklijke KPN NV yankee 8% 10/1/10

$ 2,850,000

$ 3,283,229

Sprint Capital Corp. 6% 1/15/07

3,240,000

3,325,883

Telecom Italia Capital 4% 11/15/08

7,140,000

6,989,025

Telefonica Europe BV 7.35% 9/15/05

180,000

182,477

Telefonos de Mexico SA de CV:

4.5% 11/19/08

2,470,000

2,432,671

4.75% 1/27/10 (b)

3,355,000

3,283,901

TELUS Corp. yankee 7.5% 6/1/07

2,920,000

3,100,596

Verizon Global Funding Corp.:

6.125% 6/15/07

2,140,000

2,223,790

7.25% 12/1/10

4,205,000

4,721,832

49,743,127

Wireless Telecommunication Services - 0.5%

America Movil SA de CV 4.125% 3/1/09

3,925,000

3,797,265

AT&T Wireless Services, Inc.:

7.35% 3/1/06

1,000,000

1,028,918

7.5% 5/1/07

1,590,000

1,687,745

6,513,928

TOTAL TELECOMMUNICATION SERVICES

56,257,055

UTILITIES - 1.4%

Electric Utilities - 1.2%

DTE Energy Co. 6.45% 6/1/06

1,510,000

1,548,040

Duke Capital LLC:

4.302% 5/18/06

840,000

840,344

4.37% 3/1/09

2,045,000

2,028,125

FirstEnergy Corp. 5.5% 11/15/06

5,095,000

5,189,242

FPL Group Capital, Inc. 3.25% 4/11/06

705,000

701,660

Monongahela Power Co. 5% 10/1/06

2,015,000

2,030,241

Pacific Gas & Electric Co. 3.82% 4/3/06 (f)

188,000

188,426

Progress Energy, Inc. 6.75% 3/1/06

3,000,000

3,067,353

Southwestern Public Service Co. 5.125% 11/1/06

650,000

659,844

16,253,275

Gas Utilities - 0.1%

NiSource Finance Corp. 3.2% 11/1/06

1,085,000

1,070,448

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

UTILITIES - continued

Multi-Utilities & Unregulated Power - 0.1%

MidAmerican Energy Holdings, Inc. 4.625% 10/1/07

$ 705,000

$ 706,198

TOTAL UTILITIES

18,029,921

TOTAL NONCONVERTIBLE BONDS

(Cost $267,322,223)

266,330,363

U.S. Government and Government Agency Obligations - 19.1%

U.S. Government Agency Obligations - 14.4%

Fannie Mae:

3.125% 12/15/07

24,500,000

23,984,300

3.625% 3/15/07

4,176,000

4,158,874

3.75% 5/17/07

6,925,000

6,893,353

4.75% 1/2/07

3,530,000

3,572,138

6% 5/15/08

39,503,000

41,699,130

Federal Home Loan Bank:

3.75% 9/28/06 (d)

64,150,000

64,018,556

3.8% 12/22/06

3,650,000

3,640,138

Freddie Mac:

2.7% 3/16/07

18,000,000

17,613,720

2.875% 12/15/06

21,260,000

20,942,418

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

186,522,627

U.S. Treasury Obligations - 4.7%

U.S. Treasury Bonds 12% 8/15/13

17,526,000

21,943,095

U.S. Treasury Notes:

2.375% 8/31/06

18,020,000

17,754,619

3.5% 11/15/06

185,000

184,877

4.375% 5/15/07

21,470,000

21,772,770

TOTAL U.S. TREASURY OBLIGATIONS

61,655,361

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $250,552,812)

248,177,988

U.S. Government Agency - Mortgage Securities - 8.5%

Principal Amount

Value (Note 1)

Fannie Mae - 6.8%

3.737% 1/1/35 (f)

$ 346,745

$ 344,964

3.793% 6/1/34 (f)

983,717

966,942

3.827% 12/1/34 (f)

67,660

67,398

3.83% 1/1/35 (f)

240,717

239,913

3.836% 6/1/33 (f)

175,486

174,371

3.84% 1/1/35 (f)

652,508

649,677

3.87% 1/1/35 (f)

391,077

389,986

3.878% 6/1/33 (f)

1,025,005

1,019,541

3.913% 12/1/34 (f)

217,250

216,741

3.941% 10/1/34 (f)

310,938

309,572

3.975% 11/1/34 (f)

469,567

467,555

3.98% 1/1/35 (f)

308,658

307,920

3.987% 12/1/34 (f)

282,758

281,704

4% 1/1/35 (f)

188,452

187,956

4.017% 12/1/34 (f)

1,604,801

1,608,309

4.021% 12/1/34 (f)

242,321

241,486

4.023% 2/1/35 (f)

196,739

196,494

4.025% 1/1/35 (f)

426,595

425,656

4.029% 1/1/35 (f)

95,979

96,346

4.037% 12/1/34 (f)

167,860

168,055

4.048% 1/1/35 (f)

217,883

217,370

4.052% 2/1/35 (f)

217,604

217,453

4.072% 12/1/34 (f)

413,743

413,743

4.105% 1/1/35 (f)

458,180

459,036

4.118% 1/1/35 (f)

447,415

447,662

4.118% 2/1/35 (f)

147,180

147,722

4.12% 2/1/35 (f)

392,852

393,250

4.127% 1/1/35 (f)

460,834

463,316

4.128% 2/1/35 (f)

829,564

830,180

4.144% 1/1/35 (f)

612,002

612,365

4.145% 2/1/35 (f)

516,609

517,404

4.151% 1/1/35 (f)

750,873

751,708

4.162% 2/1/35 (f)

390,404

391,794

4.17% 11/1/34 (f)

394,357

393,956

4.197% 1/1/35 (f)

369,141

370,178

4.2% 1/1/35 (f)

890,819

899,304

4.202% 1/1/35 (f)

457,822

456,519

4.23% 11/1/34 (f)

117,601

117,919

4.25% 2/1/35 (f)

222,539

221,500

4.269% 10/1/34 (f)

638,992

644,248

4.305% 8/1/33 (f)

518,344

523,662

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

4.305% 7/1/34 (f)

$ 232,116

$ 233,829

4.318% 3/1/33 (f)

116,470

115,851

4.324% 12/1/34 (f)

147,439

147,389

4.349% 2/1/35 (f)

147,139

147,007

4.351% 1/1/35 (f)

221,290

221,014

4.368% 2/1/34 (f)

584,926

585,874

4.4% 2/1/35 (f)

346,331

345,465

4.455% 3/1/35 (f)

299,980

300,132

4.484% 10/1/34 (f)

1,368,443

1,383,909

4.493% 8/1/34 (f)

808,805

813,734

4.499% 3/1/35 (f)

699,585

699,810

4.5% 5/1/20 (c)

19,500,000

19,274,531

4.53% 3/1/35 (f)

647,573

649,596

4.549% 8/1/34 (f)

522,159

526,650

4.572% 2/1/35 (f)

1,658,589

1,673,670

4.587% 2/1/35 (f)

2,034,077

2,041,391

4.625% 2/1/35 (f)

705,499

709,412

4.67% 11/1/34 (f)

845,229

851,517

4.694% 11/1/34 (f)

846,568

852,731

4.725% 3/1/35 (f)

2,145,125

2,173,517

4.742% 3/1/35 (f)

398,543

402,186

4.748% 7/1/34 (f)

763,222

764,348

5.5% 7/1/13 to 6/1/19

17,514,944

17,947,535

6.5% 2/1/08 to 1/1/33

13,210,914

13,791,347

7% 8/1/15 to 6/1/32

1,407,529

1,486,488

7% 5/1/20 (c)

1,101,056

1,159,206

7.5% 5/1/12 to 10/1/14

215,313

227,184

11.5% 11/1/15

92,506

103,713

TOTAL FANNIE MAE

87,479,911

Freddie Mac - 1.6%

4% 5/1/20 (c)

15,000,000

14,545,313

4.232% 1/1/35 (f)

1,224,483

1,225,864

4.314% 12/1/34 (f)

344,819

344,154

4.37% 3/1/35 (f)

475,000

472,291

4.401% 2/1/35 (f)

645,900

642,216

4.434% 2/1/35 (f)

793,215

796,561

4.441% 2/1/34 (f)

399,437

398,036

4.444% 3/1/35 (f)

300,000

299,262

4.491% 3/1/35 (f)

875,000

872,813

4.504% 3/1/35 (f)

350,000

349,809

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Freddie Mac - continued

4.564% 2/1/35 (f)

$ 519,677

$ 517,078

4.985% 8/1/33 (f)

176,499

178,385

8.5% 5/1/26 to 7/1/28

267,309

292,394

12% 11/1/19

17,912

19,884

TOTAL FREDDIE MAC

20,954,060

Government National Mortgage Association - 0.1%

7% 1/15/25 to 6/15/32

1,443,848

1,531,565

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $109,814,492)

109,965,536

Asset-Backed Securities - 21.5%

Accredited Mortgage Loan Trust:

Series 2003-2 Class A1, 4.23% 10/25/33

1,445,082

1,411,947

Series 2003-3 Class A1, 4.46% 1/25/34

1,356,668

1,338,128

Series 2004-2 Class A2, 3.32% 7/25/34 (f)

1,814,936

1,814,850

Series 2004-3:

Class 2M3, 4.14% 10/25/34 (f)

435,000

444,106

Class 2M4, 4.37% 10/25/34 (f)

185,000

188,241

Series 2004-4:

Class A2D, 3.37% 1/25/35 (f)

964,470

967,223

Class M2, 4.37% 1/25/35 (f)

350,000

356,953

Class M3, 4.27% 1/25/35 (f)

150,000

154,756

ACE Securities Corp.:

Series 2002-HE1 Class A, 3.5% 6/25/32 (f)

6,037

6,038

Series 2003-HE1:

Class A2, 3.43% 11/25/33 (f)

1,066,517

1,068,076

Class M1, 3.67% 11/25/33 (f)

430,000

432,085

Class M2, 4.72% 11/25/33 (f)

270,000

274,860

Series 2004-HE1 Class A2B, 3.47% 2/25/34 (f)

1,067,140

1,067,990

Aesop Funding II LLC Series 2005-1A Class A1, 3.95% 4/20/08 (b)

2,000,000

1,983,200

American Express Credit Account Master Trust Series 2004-C Class C, 3.4538% 2/15/12 (b)(f)

2,968,786

2,975,224

AmeriCredit Automobile Receivables Trust:

Series 2001-B Class A4, 5.37% 6/12/08

1,102,374

1,109,744

Series 2003-CF Class A4, 3.48% 5/6/10

1,810,000

1,798,829

Series 2004-1:

Class A3, 3.22% 7/6/08

870,000

865,227

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

AmeriCredit Automobile Receivables Trust: - continued

Class B, 3.7% 1/6/09

$ 150,000

$ 148,713

Class C, 4.22% 7/6/09

155,000

154,339

Class D, 5.07% 7/6/10

1,105,000

1,111,398

Series 2004-CA Class A4, 3.61% 5/6/11

630,000

621,004

Series 2005-1 Class D, 5.04% 5/6/11

2,500,000

2,513,250

Ameriquest Mortgage Securities, Inc.:

Series 2002-AR1 Class M1, 3.14% 9/25/32 (f)

1,075,986

1,077,449

Series 2003-3 Class S, 5% 9/25/05 (h)

1,188,298

19,077

Series 2003-7 Class M1, 3.87% 8/25/33 (f)

625,000

630,290

Series 2004-R10 Class M1, 3.72% 11/25/34 (f)

1,370,000

1,379,714

Series 2004-R11 Class M1, 3.68% 11/25/34 (f)

2,040,000

2,052,406

Series 2004-R9:

Class A3, 3.34% 10/25/34 (f)

2,140,000

2,146,583

Class M2, 3.67% 10/25/34 (f)

1,515,000

1,524,697

Class M4, 4.19% 10/25/34 (f)

1,945,000

1,980,530

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (f)

289,263

290,394

Series 2002-BC7 Class M1, 3.65% 10/25/32 (f)

1,100,000

1,110,657

ARG Funding Corp. Series 2005-1A Class A1, 4.02% 4/20/09 (b)

4,100,000

4,081,670

Argent Securities, Inc.:

Series 2003-W3:

Class AV1B, 3.47% 9/25/33 (f)

135,497

136,245

Class AV2, 3.42% 9/25/33 (f)

111,997

112,438

Class M2, 4.82% 9/25/33 (f)

3,100,000

3,202,174

Series 2003-W6 Class AV2, 3.39% 1/25/34 (f)

1,198,644

1,200,344

Series 2003-W7:

Class A2, 3.41% 3/1/34 (f)

1,281,666

1,284,581

Class M1, 3.71% 3/1/34 (f)

2,500,000

2,520,658

Series 2003-W9 Class M1, 3.71% 3/25/34 (f)

1,800,000

1,812,305

Series 2004-W5 Class M1, 3.62% 4/25/34 (f)

830,000

830,994

Asset Backed Funding Certificates Series 2004-HE1 Class M2, 4.17% 1/25/34 (f)

485,000

493,320

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.3338% 4/15/33 (f)

377,713

377,990

Series 2003-HE3 Class A2, 3.3038% 6/15/33 (f)

105,319

105,344

Series 2003-HE5 Class A2B, 4% 8/15/33

302,492

294,833

Series 2003-HE7 Class A3, 3.3138% 12/15/33 (f)

1,059,039

1,063,407

Series 2004-HE3 Class M2, 4.14% 6/25/34 (f)

700,000

700,187

Series 2004-HE6 Class A2, 3.38% 6/25/34 (f)

4,614,281

4,624,569

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (f)

1,830,000

1,833,842

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Class M2, 3.52% 3/25/35 (f)

$ 460,000

$ 461,058

Bank One Issuance Trust:

Series 2002-B2 Class B2, 3.2938% 5/15/08 (f)

1,100,000

1,100,449

Series 2002-C2 Class C2, 3.9438% 5/15/08 (f)

7,345,000

7,365,158

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (f)

2,196,897

2,196,948

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (f)

1,859,078

1,863,007

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (f)

1,354,332

1,359,062

Bear Stearns Asset Backed Securities I:

Series 2004-BO1:

Class M2, 3.77% 9/25/34 (f)

794,000

801,137

Class M3, 4.07% 9/25/34 (f)

540,000

544,793

Class M4, 4.22% 9/25/34 (f)

460,000

466,384

Class M5, 4.42% 9/25/34 (f)

435,000

443,010

Series 2004-HE8:

Class M1, 3.67% 9/25/34 (f)

1,800,000

1,804,623

Class M2, 4.22% 9/25/34 (f)

890,000

886,933

BMW Vehicle Owner Trust Series 2005-A Class B, 4.42% 4/25/11

1,035,000

1,039,627

Capital Auto Receivables Asset Trust:

Series 2002-4, Class CTFS, 2.62% 3/17/08

589,069

584,813

Series 2002-5 Class B, 2.8% 4/15/08

581,353

577,338

Capital One Auto Finance Trust:

Series 2002-A Class A4, 4.79% 1/15/09

1,610,514

1,618,668

Series 2005-A Class A3, 4.28% 7/15/09

2,165,000

2,174,699

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (f)

1,000,000

1,001,173

Series 2001-1 Class B, 3.4638% 12/15/10 (f)

1,700,000

1,713,812

Series 2001-8A Class A, 4.6% 8/17/09

1,390,000

1,403,333

Capital One Multi-Asset Execution Trust Series 2003-B1 Class B1, 4.1238% 2/17/09 (f)

5,715,000

5,766,541

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(f)

645,000

645,000

Class B, 3.74% 7/20/39 (b)(f)

340,000

340,000

Class C, 4.09% 7/20/39 (b)(f)

435,000

435,000

CDC Mortgage Capital Trust Series 2002-HE2:

Class A, 3.31% 1/25/33 (f)

12,198

12,200

Class M1, 3.72% 1/25/33 (f)

899,998

903,902

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Chase Credit Card Master Trust Series 2003-6 Class B, 3.3038% 2/15/11 (f)

$ 2,150,000

$ 2,168,333

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.1538% 5/15/09 (f)

875,000

874,829

Chase Issuance Trust Series 2004-C3 Class C3, 3.4238% 6/15/12 (f)

3,305,000

3,312,041

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (f)

3,000,000

3,005,165

Series 2002-C1 Class C1, 3.76% 2/9/09 (f)

3,000,000

3,037,721

Series 2003-C1 Class C1, 3.69% 4/7/10 (f)

2,600,000

2,661,168

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(f)

1,872,885

1,873,079

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class M2, 5.02% 9/25/32 (f)

2,410,000

2,443,772

Series 2004-2:

Class 3A4, 3.27% 7/25/34 (f)

1,539,800

1,540,940

Class M1, 3.52% 5/25/34 (f)

1,075,000

1,077,303

Series 2004-3 Class 3A4, 3.27% 8/25/34 (f)

2,578,625

2,567,554

Series 2004-4:

Class A, 3.39% 8/25/34 (f)

687,773

688,425

Class M1, 3.5% 7/25/34 (f)

775,000

777,931

Class M2, 3.55% 6/25/34 (f)

920,000

923,315

CS First Boston Mortgage Securities Corp.:

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (f)

860,638

860,598

Class B1, 4.82% 4/25/34 (f)

1,295,000

1,294,934

Class M3, 3.67% 4/25/34 (f)

1,315,000

1,314,937

Series 2005-FIX1 Class A2, 4.31% 5/25/35

2,090,000

2,072,713

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (f)

1,775,000

1,785,504

Diversified REIT Trust Series 2000-1A Class A2, 6.971% 3/8/10 (b)

1,500,000

1,602,015

Drive Auto Receivables Trust Series 2005-1 Class A3, 3.75% 4/15/09 (b)

1,035,000

1,029,102

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5:

Class AB1, 2.7067% 5/28/35 (f)

2,359,937

2,357,223

Class AB3, 2.8394% 5/28/35 (f)

2,070,234

2,070,953

Class AB8, 2.8% 5/28/35 (f)

2,135,731

2,136,734

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(f)

2,645,000

2,663,598

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.72% 10/15/09

4,100,000

4,060,399

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Fremont Home Loan Trust:

Series 2004-1:

Class M1, 3.47% 2/25/34 (f)

$ 150,000

$ 149,993

Class M2, 3.52% 2/25/34 (f)

150,000

149,993

Series 2004-A Class M2, 4.17% 1/25/34 (f)

1,100,000

1,099,946

Series 2004-C:

Class M1, 3.67% 8/25/34 (f)

1,120,000

1,128,777

Class M3, 4.17% 8/25/34 (f)

3,000,000

3,064,882

Series 2004-D:

Class M4, 3.97% 11/25/34 (f)

295,000

296,559

Class M5, 4.02% 11/25/34 (f)

245,000

245,915

Class M6, 4.22% 11/25/34 (f)

270,000

269,831

Series 2005-A Class 2A2, 3.26% 2/25/35 (f)

3,215,000

3,219,342

GE Business Loan Trust Series 2004-2 Class A, 0.8454% 12/15/08 (b)(h)

87,317,000

1,800,913

Greenpoint Credit LLC Series 2001-1 Class 1A, 3.33% 4/20/32 (f)

928,006

925,470

GSAMP Trust:

Series 2002-NC1 Class A2, 3.34% 7/25/32 (f)

69,460

70,232

Series 2003-HE1 Class M2, 4.89% 6/20/33 (f)

1,810,000

1,850,693

Series 2003-HE2 Class M1, 3.67% 8/25/33 (f)

650,000

653,556

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(f)

3,050,000

3,046,392

Harwood Street Funding I LLC Series 2004-1A Class CTFS, 4.85% 9/20/09 (b)(f)

4,400,000

4,400,000

Home Equity Asset Trust:

Series 2002-2 Class A4, 3.37% 6/25/32 (f)

142,231

142,325

Series 2002-4 Class M2, 5.07% 3/25/33 (f)

400,000

406,175

Series 2002-5 Class A3, 3.54% 5/25/33 (f)

409,116

411,764

Series 2003-3 Class A4, 3.48% 2/25/33 (f)

337,581

339,378

Series 2003-5 Class A2, 3.37% 12/25/33 (f)

1,507,956

1,513,897

Series 2003-7 Class A2, 3.4% 3/25/34 (f)

1,549,612

1,553,248

Series 2003-8 Class M1, 3.74% 4/25/34 (f)

845,000

852,224

Series 2004-1 Class M2, 4.22% 6/25/34 (f)

655,000

660,784

Series 2004-2 Class A2, 3.31% 7/25/34 (f)

871,681

871,648

Series 2004-3:

Class M1, 3.59% 8/25/34 (f)

425,000

424,980

Class M2, 4.22% 8/25/34 (f)

465,000

464,977

Class M3, 4.47% 8/25/34 (f)

200,000

199,990

Series 2004-6 Class A2, 3.37% 12/25/34 (f)

3,161,250

3,171,253

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (b)

11,439

11,439

Series 2003-5N Class A, 7.5% 1/27/34 (b)

11,053

11,080

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Household Automotive Trust Series 2004-1 Class A4, 3.93% 7/18/11

$ 1,170,000

$ 1,155,596

Household Home Equity Loan Trust:

Series 2002-3 Class A, 3.44% 7/20/32 (f)

401,648

402,323

Series 2003-2 Class M, 3.57% 9/20/33 (f)

341,070

341,854

Household Mortgage Loan Trust:

Series 2003-HC2 Class M, 3.59% 6/20/33 (f)

675,948

676,605

Series 2004-HC1 Class A, 3.34% 2/20/34 (f)

1,498,867

1,502,921

Household Private Label Credit Card Master Note Trust I:

Series 2002-2 Class B, 3.5038% 1/18/11 (f)

1,000,000

1,006,431

Series 2002-3 Class B, 4.2038% 9/15/09 (f)

1,215,000

1,220,080

MASTR Asset Backed Securities Trust Series 2004-FRE1 Class M1, 3.57% 7/25/34 (f)

1,146,000

1,151,862

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (f)

1,350,000

1,352,546

Series 2001-B2 Class B2, 3.3138% 1/15/09 (f)

4,750,000

4,764,507

Series 2002-B1 Class B1, 5.15% 7/15/09

1,025,000

1,041,671

Series 2002-B2 Class B2, 3.3338% 10/15/09 (f)

3,600,000

3,617,976

Series 2002-B3 Class B3, 3.3538% 1/15/08 (f)

1,100,000

1,100,465

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (f)

1,500,000

1,509,594

Series 1998-G Class B, 3.3538% 2/17/09 (f)

1,550,000

1,553,981

Series 2000-L Class B, 3.4538% 4/15/10 (f)

650,000

654,823

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 3.52% 7/25/34 (f)

425,000

424,980

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-OPT1 Class M1, 3.67% 7/25/34 (f)

1,145,000

1,153,831

Series 2004-CB6 Class A1, 3.35% 7/25/35 (f)

1,680,914

1,687,013

Series 2004-FM1 Class M2, 4.17% 1/25/35 (f)

300,000

305,632

Morgan Stanley ABS Capital I, Inc.:

Series 2003-HE1 Class M2, 4.92% 5/25/33 (f)

325,000

329,009

Series 2003-NC5 Class M2, 5.02% 4/25/33 (f)

575,000

583,823

Series 2004-HE6 Class A2, 3.36% 8/25/34 (f)

3,055,166

3,055,757

Series 2004-NC6 Class A2, 3.36% 7/25/34 (f)

913,581

916,271

Series 2004-NC7 Class A3, 3.32% 7/25/34 (f)

5,000,000

5,012,523

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC1 Class M2, 4.09% 10/25/31 (f)

150,595

150,780

Series 2002-AM3 Class A3, 3.51% 2/25/33 (f)

233,295

233,846

Series 2002-HE2 Class M1, 3.72% 8/25/32 (f)

1,150,000

1,156,444

Series 2002-NC1 Class M1, 3.82% 2/25/32 (b)(f)

616,912

621,423

Series 2003-NC1 Class M1, 4.07% 11/25/32 (f)

535,000

539,539

Series 2003-NC2 Class M2, 5.02% 2/25/33 (f)

615,000

627,168

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (b)(f)(h)

$ 1,725,000

$ 608,747

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (h)

1,885,000

990,568

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (h)

900,000

250,207

Navistar Financial Corp. Owner Trust Series 2001-B Class B, 4.83% 11/17/08

1,108,164

1,109,145

Nissan Auto Receivables OwnerTrust Series 2005-A Class A4, 3.82% 7/15/10

1,210,000

1,198,469

Onyx Acceptance Owner Trust:

Series 2002-C Class A4, 4.07% 4/15/09

809,815

811,419

Series 2005-A Class A3, 3.69% 5/15/09

890,000

884,732

Park Place Securities NIM Trust Series 2004-WHQN2 Class A, 4% 2/25/35 (b)

2,053,145

2,050,065

Park Place Securities, Inc.:

Series 2004 WWF1 Class M4, 4.12% 1/25/35 (f)

1,905,000

1,951,059

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (f)

640,000

644,539

Class M2, 3.7% 9/25/34 (f)

380,000

382,897

Class M3, 4.27% 9/25/34 (f)

730,000

740,237

Class M4, 4.47% 9/25/34 (f)

1,000,000

1,016,892

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (f)

2,323,310

2,333,001

Series 2004-WHQ2 Class A3E, 3.44% 2/25/35 (f)

1,990,924

1,997,623

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(f)

1,400,000

1,406,039

Residential Asset Mortgage Products, Inc.:

Series 2003-RZ2 Class A1, 3.6% 4/25/33

775,210

767,394

Series 2004-RS10 Class MII2, 4.27% 10/25/34 (f)

2,600,000

2,635,565

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-UP1 Class A, 3.45% 4/25/32 (b)

754,756

732,905

Saxon Asset Securities Trust Series 2004-2 Class MV1, 3.6% 8/25/35 (f)

980,000

983,947

Sears Credit Account Master Trust II:

Series 2002-4 Class B, 3.3788% 8/18/09 (f)

1,100,000

1,100,711

Series 2002-5 Class B, 4.2038% 11/17/09 (f)

2,200,000

2,208,593

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1:

Class A2, 3.27% 2/25/34 (f)

1,397,931

1,397,868

Class M1, 3.54% 2/25/34 (f)

610,000

610,814

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 2.69% 6/15/21 (f)

1,800,000

1,813,603

Series 2004-A:

Class B, 3.07% 6/15/33 (f)

400,000

406,797

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

SLM Private Credit Student Loan Trust: - continued

Class C, 3.44% 6/15/33 (f)

$ 1,020,000

$ 1,045,850

Series 2004-B Class C, 3.36% 9/15/33 (f)

1,900,000

1,899,563

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(f)

2,520,000

2,521,968

Terwin Mortgage Trust Series 2003-4HE Class A1, 3.45% 9/25/34 (f)

1,610,946

1,620,723

Triad Auto Receivables Owner Trust Series 2002-A Class A4, 3.24% 8/12/09

1,505,000

1,498,735

Volkswagen Auto Lease Trust:

Series 2004-A Class A3, 2.84% 7/20/07

2,610,000

2,581,864

Series 2005-A Class A4, 3.94% 10/20/10

3,625,000

3,606,479

WFS Financial Owner Trust:

Series 2004-3:

Class A4, 3.93% 2/17/12

5,000,000

4,950,752

Class D, 4.07% 2/17/12

1,238,315

1,234,854

Series 2004-4 Class D, 3.58% 5/17/12

1,100,000

1,091,354

Series 2005-1:

Class A3, 3.59% 10/19/09

3,465,000

3,437,667

Class D, 4.09% 8/15/12

830,000

824,990

World Omni Auto Receivables Trust Series 2005-A Class A3, 3.54% 6/12/09

1,080,000

1,071,319

TOTAL ASSET-BACKED SECURITIES

(Cost $278,482,153)

279,080,717

Collateralized Mortgage Obligations - 12.4%

Private Sponsor - 9.8%

Adjustable Rate Mortgage Trust floater:

Series 2004-1 Class 9A2, 3.42% 1/25/34 (f)

1,288,573

1,292,641

Series 2004-2 Class 7A3, 3.42% 2/25/35 (f)

2,510,533

2,518,099

Series 2004-4 Class 5A2, 3.42% 3/25/35 (f)

1,057,034

1,060,094

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (f)

1,237,888

1,237,888

Series 2005-2 Class 1A1, 3.27% 3/25/35 (f)

3,537,444

3,537,444

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(f)

2,000,000

2,000,000

Countrywide Home Loans, Inc.:

floater Series 2004-16 Class A1, 3.42% 9/25/34 (f)

2,604,869

2,602,417

sequential pay:

Series 2002-25 Class 2A1, 5.5% 11/27/17

837,145

840,861

Series 2002-32 Class 2A3, 5% 1/25/18

197,576

198,324

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (f)

$ 533,610

$ 533,285

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (f)

791,369

789,688

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (f)

1,302,130

1,304,326

Granite Mortgages PLC floater:

Series 2004-1 Class 1C, 3.95% 3/20/44 (f)

875,000

879,375

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (f)

2,000,000

2,000,047

Class 1C, 3.75% 6/20/44 (f)

890,000

892,295

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (f)

3,650,000

3,650,713

Class B, 3.1063% 7/15/40 (f)

565,000

565,177

Class C, 3.8606% 7/15/40 (f)

1,295,000

1,300,666

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (f)

2,526,550

2,537,272

Impac CMB Trust floater:

Series 2004-6 Class 1A2, 3.41% 10/25/34 (f)

908,679

907,716

Series 2004-9:

Class M2, 3.67% 1/25/35 (f)

928,607

932,882

Class M3, 3.72% 1/25/35 (f)

688,371

690,952

Class M4, 4.07% 1/25/35 (f)

351,115

352,206

Series 2005-1:

Class M1, 3.48% 4/25/35 (f)

778,695

779,182

Class M2, 3.52% 4/25/35 (f)

1,343,249

1,344,088

Class M3, 3.55% 4/25/35 (f)

330,945

331,088

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

342,399

347,963

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2544% 8/25/17 (f)

1,657,066

1,711,207

MASTR Adjustable Rate Mortgages Trust floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (f)

3,607,853

3,607,853

Merrill Lynch Mortgage Investors, Inc.:

floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (f)

2,421,454

2,437,963

Series 2003-F Class A2, 3.7075% 10/25/28 (f)

3,290,681

3,296,299

Series 2004-B Class A2, 2.8669% 6/25/29 (f)

4,453,599

4,445,712

Series 2004-C Class A2, 3.07% 7/25/29 (f)

3,088,397

3,081,159

Series 2004-D Class A2, 3.4725% 9/25/29 (f)

2,675,899

2,679,598

Series 2003-E Class XA1, 1% 10/25/28 (f)(h)

10,826,958

145,184

Series 2003-G Class XA1, 1% 1/25/29 (h)

9,490,785

134,022

Series 2003-H Class XA1, 1% 1/25/29 (b)(h)

8,291,058

118,856

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

Mortgage Asset Backed Securities Trust floater Series 2002-NC1 Class M1, 3.87% 10/25/32 (f)

$ 1,600,000

$ 1,608,798

MortgageIT Trust floater Series 2004-2:

Class A1, 3.39% 12/25/34 (f)

1,274,071

1,276,404

Class A2, 3.47% 12/25/34 (f)

1,722,355

1,733,392

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (f)

605,000

611,759

Permanent Financing No. 4 PLC floater Series 2:

Class C, 3.18% 6/10/42 (f)

1,495,000

1,502,328

Class M, 2.79% 6/10/42 (f)

345,000

346,256

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (f)

610,000

610,000

Series 2 Class C, 3.11% 6/10/42 (f)

915,000

919,861

Series 3 Class C, 3.28% 6/10/42 (f)

1,935,000

1,958,584

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

1,202,212

1,232,557

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (b)(h)

35,026,443

299,802

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (f)

964,299

963,992

Series 2003-6 Class A2, 2.5313% 11/20/33 (f)

2,128,240

2,128,020

Series 2003-7 Class A2, 2.885% 1/20/34 (f)

2,755,965

2,755,666

Series 2004-2 Class A, 3.5663% 3/20/34 (f)

1,080,587

1,081,757

Series 2004-3 Class A, 3.5463% 5/20/34 (f)

2,663,016

2,649,790

Series 2004-4 Class A, 2.4613% 5/20/34 (f)

2,297,320

2,294,158

Series 2004-5 Class A3, 2.82% 6/20/34 (f)

2,176,844

2,176,844

Series 2004-6 Class A3A, 3.0175% 6/20/35 (f)

1,884,327

1,886,024

Series 2004-7 Class A3A, 3.2275% 8/20/34 (f)

1,973,641

1,969,627

Series 2004-8 Class A2, 3.45% 9/20/34 (f)

2,751,543

2,752,950

Series 2005-1 Class A2, 3.1688% 2/20/35 (f)

1,799,483

1,799,483

Series 2003-7 Class X1, 0.7002% 1/20/34 (f)(h)

90,573,377

892,999

Series 2003-8 Class X1, 0.5753% 1/20/34 (f)(h)

49,356,985

516,580

Series 2004-1 Class X1, 0.8% 2/20/34 (h)

11,587,668

124,350

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(f)

670,035

670,451

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

303,383

315,917

Series 2004-RA2 Class 2A, 7% 7/25/33

546,067

561,416

Wells Fargo Mortgage Backed Securities Trust:

Series 2003-14 Class 1A1, 4.75% 12/25/18

1,926,994

1,913,145

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

Wells Fargo Mortgage Backed Securities Trust: - continued

Series 2004-M Class A3, 4.7118% 8/25/34 (f)

$ 4,330,000

$ 4,322,092

Series 2005-AR2 Class 2A2, 4.57% 3/25/35

5,905,196

5,883,051

Series 2005-AR4 Class 2A2, 4.543% 4/25/35 (f)

9,862,916

9,830,695

Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (f)

10,200,000

10,189,242

TOTAL PRIVATE SPONSOR

126,862,532

U.S. Government Agency - 2.6%

Fannie Mae planned amortization class:

Series 1993-183 Class J, 6.5% 11/25/22

101,021

100,818

Series 1993-187 Class L, 6.5% 7/25/23

1,799,215

1,856,736

Series 1993-206 Class KA, 6.5% 12/25/22

21,629

21,586

Series 1994-30 Class JA, 5% 7/25/23

1,256,464

1,263,757

Series 1994-63 Class PH, 7% 6/25/23

26,180

26,128

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2001-71 Class QD, 6% 4/25/15

59,121

59,016

Series 2003-16 Class PA, 4.5% 11/25/09

193,682

193,941

Series 2003-19 Class MJ, 4.25% 5/25/30

1,834,910

1,815,322

Series 2004-31 Class IA, 4.5% 6/25/10 (h)

1,490,494

62,632

Freddie Mac sequential pay Series 2114 Class ZM, 6% 1/15/29

872,180

908,832

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

467,718

456,076

Series 2376 Class JC, 5.5% 2/15/14

26,961

26,925

Series 2420 Class BE, 6.5% 12/15/30

935,113

942,087

Series 2443 Class TD, 6.5% 10/15/30

953,082

962,178

Series 2489 Class PD, 6% 2/15/31

1,454,623

1,477,444

Series 2496 Class OC, 5.5% 9/15/14

5,073,250

5,110,884

Series 2640 Class QG, 2% 4/15/22

598,261

580,640

Series 2660 Class ML, 3.5% 7/15/22

12,165,000

11,985,176

sequential pay:

Series 2523 Class JB, 5% 6/15/15

2,022,127

2,041,984

Series 2609 Class UJ, 6% 2/15/17

2,092,179

2,191,334

Series 1803 Class A, 6% 12/15/08

353,814

362,560

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class:

Series 2001-53 Class TA, 6% 12/20/30

$ 210,718

$ 211,363

Series 2002-5 Class PD, 6.5% 5/16/31

974,731

993,056

TOTAL U.S. GOVERNMENT AGENCY

33,650,475

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $160,766,653)

160,513,007

Commercial Mortgage Securities - 9.5%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(f)

1,155,000

1,166,165

Class D, 7.0373% 8/3/10 (b)(f)

1,545,000

1,560,177

280 Park Avenue Trust floater Series 2001-280 Class X1, 1.0138% 2/3/11 (b)(f)(h)

15,395,056

694,066

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

457,851

466,433

Series 1997-D5 Class PS1, 1.7259% 2/14/43 (f)(h)

10,596,866

557,047

Banc of America Commercial Mortgage, Inc.:

sequential pay Series 2005-1 Class A2, 4.64% 11/10/42

2,930,000

2,959,758

Series 2002-2 Class XP, 1.7839% 7/11/43 (b)(f)(h)

7,829,474

505,432

Series 2003-2 Class XP, 0.3743% 3/11/41 (b)(f)(h)

31,441,016

392,425

Series 2004-6 Class XP, 0.6475% 12/10/42 (f)(h)

14,605,000

395,362

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(f)

677,046

677,099

Series 2003-BBA2:

Class A3, 3.2738% 11/15/15 (b)(f)

1,145,000

1,146,482

Class C, 3.4238% 11/15/15 (b)(f)

235,000

236,058

Class D, 3.5038% 11/15/15 (b)(f)

365,000

367,123

Class F, 3.8538% 11/15/15 (b)(f)

260,000

261,871

Class H, 4.3538% 11/15/15 (b)(f)

235,000

236,706

Class J, 4.9038% 11/15/15 (b)(f)

245,000

246,924

Class K, 5.5538% 11/15/15 (b)(f)

220,000

221,837

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class A, 3.6% 12/25/33 (b)(f)

3,305,674

3,336,665

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(f)

1,397,714

1,396,732

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

Bayview Commercial Asset Trust: - continued

floater:

Class B, 4.92% 4/25/34 (b)(f)

$ 174,714

$ 175,806

Class M1, 3.58% 4/25/34 (b)(f)

87,357

87,548

Class M2, 4.22% 4/25/34 (b)(f)

87,357

87,944

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(f)

1,429,301

1,433,600

Class M1, 3.6% 8/25/34 (b)(f)

460,915

462,751

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(f)

1,564,453

1,567,358

Class A2, 3.44% 1/25/35 (b)(f)

244,446

244,900

Series 2004-1 Class IO, 1.25% 4/25/34 (b)(h)

15,092,834

910,877

Bear Stearns Commercial Mortgage Securities, Inc.:

floater:

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(f)

2,265,000

2,265,318

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(f)

350,000

351,040

Class F, 4% 1/14/16 (b)(f)

225,000

225,668

Series 2002-TOP8 Class X2, 2.1142% 8/15/38 (b)(f)(h)

8,392,586

704,664

Series 2003-PWR2 Class X2, 0.6525% 5/11/39 (b)(f)(h)

22,016,715

552,034

Series 2003-T12 Class X2, 0.7956% 8/13/39 (b)(f)(h)

20,962,771

565,984

Series 2004-PWR6 Class X2, 0.7321% 11/11/41 (b)(f)(h)

8,605,000

306,456

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.6174% 5/15/35 (b)(f)(h)

44,332,685

2,518,460

Chase Commercial Mortgage Securities Corp.:

floater Series 2000-FL1A Class B, 3.37% 12/12/13 (b)(f)

215,201

215,257

sequential pay:

Series 1999-2 Class A1, 7.032% 1/15/32

517,745

543,471

Series 2000-3 Class A1, 7.093% 10/15/32

1,007,230

1,060,230

Citigroup Commercial Mortgage Trust Series 2004-C2 Class XP, 1.0001% 10/15/41 (b)(f)(h)

10,000,000

474,813

COMM:

floater:

Series 2002-FL6 Class G, 4.8538% 6/14/14 (b)(f)

800,000

802,828

Series 2002-FL7:

Class D, 3.5238% 11/15/14 (b)(f)

520,000

520,712

Class H, 5.2038% 11/15/14 (b)(f)

1,232,000

1,233,269

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(f)

2,871,149

2,877,949

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

COMM: - continued

Series 2004-LBN2 Class X2, 1.115% 3/10/39 (b)(f)(h)

$ 3,449,238

$ 138,251

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class B, 5.7109% 9/15/30 (f)

3,420,000

3,608,584

Commercial Mortgage Asset Trust sequential pay Series 1999-C1 Class A3, 6.64% 1/17/32

675,000

726,997

Commercial Mortgage pass thru certificates:

floater:

Series 2004-CNL:

Class G, 3.9338% 9/15/14 (b)(f)

310,000

310,371

Class H, 4.0338% 9/15/14 (b)(f)

330,000

330,395

Class J, 4.5538% 9/15/14 (b)(f)

115,000

115,137

Class K, 4.9538% 9/15/14 (b)(f)

180,000

180,214

Class L, 5.1538% 9/15/14 (b)(f)

145,000

144,976

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(f)

107,857

107,957

Class D, 3.5038% 7/15/16 (b)(f)

250,260

250,313

Class E, 3.7038% 7/15/16 (b)(f)

176,884

176,973

Class F, 3.7538% 7/15/16 (b)(f)

189,837

189,992

Class H, 4.2538% 7/15/16 (b)(f)

543,536

544,107

Class J, 4.4038% 7/15/16 (b)(f)

211,325

211,546

Class K, 5.3038% 7/15/16 (b)(f)

237,218

237,183

Series 2004-CNL Class X1, 2.29% 9/15/14 (b)(f)(h)

23,140,000

451,954

Series 2005-LP5 Class XP, 0.3959% 5/10/43 (c)(f)(h)

18,895,000

365,352

CS First Boston Mortgage Securities Corp.:

floater:

Series 2003-TF2A:

Class A2, 3.2738% 11/15/14 (b)(f)

1,200,000

1,200,804

Class C, 3.5038% 11/15/14 (b)(f)

240,000

240,564

Class E, 3.9038% 11/15/14 (b)(f)

190,000

190,849

Class H, 4.8538% 11/15/14 (b)(f)

235,000

236,170

Class K, 6.0538% 11/15/14 (b)(f)

350,000

352,434

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(f)

350,000

349,980

Class B, 3.7038% 12/15/21 (b)(f)

915,000

914,948

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(f)

1,210,000

1,209,998

Class E, 3.2838% 2/15/20 (b)(f)

440,000

439,999

Class F, 3.3338% 2/15/20 (b)(f)

375,000

374,999

Class G, 3.4738% 2/15/20 (b)(f)

110,000

110,000

Class H, 3.7038% 2/15/20 (b)(f)

155,000

155,000

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

CS First Boston Mortgage Securities Corp.: - continued

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

$ 143,957

$ 146,213

Series 1999-C1 Class A2, 7.29% 9/15/41

3,000,000

3,295,549

Series 2001-CK3 Class A2, 6.04% 6/15/34

1,050,000

1,066,492

Series 2001-CK6 Class AX, 0.645% 9/15/18 (h)

19,437,250

688,362

Series 2003-C3 Class ASP, 1.8843% 5/15/38 (b)(f)(h)

25,206,918

1,601,834

Series 2003-C4 Class ASP, 0.5061% 8/15/36 (b)(f)(h)

17,984,547

326,376

Series 2004-C1 Class ASP, 1.0447% 1/15/37 (b)(f)(h)

16,474,773

640,055

Series 2005-C1 Class ASP, 0.5846% 2/15/38 (b)(f)(h)

20,300,000

416,921

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

975,000

1,046,768

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1:

Class A1A, 7.45% 6/10/33

701,145

716,850

Class A1B, 7.62% 6/10/33

1,770,000

1,995,631

EQI Financing Partnership I LP Series 1997-1 Class B, 7.37% 12/20/15 (b)

425,575

442,859

Equitable Life Assurance Society of the United States:

sequential pay Series 174 Class A1, 7.24% 5/15/06 (b)

1,000,000

1,031,914

Series 174 Class B1, 7.33% 5/15/06 (b)

500,000

516,109

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

2,549,277

2,671,525

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.5206% 5/15/33 (b)(f)(h)

11,717,696

453,183

GE Commercial Mortgage Corp.:

sequential pay Series 2004-C3 Class A2, 4.433% 7/10/39

1,805,000

1,804,526

Series 2005-C1 Class XP, 0.5437% 6/10/48 (h)

17,685,000

476,529

GGP Mall Properties Trust:

floater Series 2001-C1A Class A3, 3.6538% 2/15/14 (b)(f)

634,182

636,673

sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (b)

1,273,973

1,291,275

GMAC Commercial Mortgage Securities, Inc.:

sequential pay Series 1997-C2 Class A3, 6.566% 4/15/29

1,083,666

1,135,599

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

GMAC Commercial Mortgage Securities, Inc.: - continued

Series 2003-C3 Class X2, 0.7838% 12/10/38 (b)(f)(h)

$ 20,752,122

$ 609,164

Series 2004-C3 Class X2, 0.7494% 12/10/41 (f)(h)

13,590,000

431,996

Greenwich Capital Commercial Funding Corp.:

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (b)

1,150,000

1,149,856

Series 2003-C1 Class XP, 2.1684% 7/5/35 (b)(f)(h)

12,754,869

937,014

Series 2003-C2 Class XP, 1.0816% 1/5/36 (b)(f)(h)

23,799,950

981,208

Series 2005-GG3 Class XP, 0.8016% 8/10/42 (b)(h)

58,435,000

2,361,008

GS Mortgage Securities Corp. II:

sequential pay Series 2003-C1 Class A2A, 3.59% 1/10/40

1,705,000

1,680,829

Series 2004-C1 Class X2, 1.0219% 10/10/28 (b)(f)(h)

48,065,000

1,517,777

Hilton Hotel Pool Trust sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (b)

666,175

716,837

Host Marriot Pool Trust sequential pay Series 1999-HMTA:

Class A, 6.98% 8/3/15 (b)

525,230

555,352

Class B, 7.3% 8/3/15 (b)

505,000

557,278

Class D, 7.97% 8/3/15 (b)

425,000

468,778

J.P. Morgan Chase Commercial Mortgage Securities Corp.:

Series 2002-C3 Class X2, 1.2844% 7/12/35 (b)(f)(h)

6,600,777

274,196

Series 2003-CB7 Class X2, 0.8049% 1/12/38 (b)(f)(h)

4,639,376

151,493

Series 2003-LN1 Class X2, 0.7158% 10/15/37 (b)(f)(h)

27,972,092

776,805

Series 2004-C1 Class X2, 1.0725% 1/15/38 (b)(f)(h)

4,253,093

185,193

Series 2004-CB8 Class X2, 1.2163% 1/12/39 (b)(f)(h)

5,202,200

254,997

LB Commercial Conduit Mortgage Trust sequential pay Series 1998-C4 Class A1B, 6.21% 10/15/35

2,730,000

2,884,753

LB UBS Westfield Trust Series 2001-WM Class X, 0.5414% 7/14/16 (b)(f)(h)

12,429,927

391,433

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2003-C3 Class A2, 3.086% 5/15/27

1,465,000

1,415,564

Series 2002-C4 Class XCP, 1.4746% 10/15/35 (b)(f)(h)

13,355,000

667,081

Series 2002-C7 Class XCP, 1.1897% 1/15/36 (b)(h)

13,827,213

456,008

Series 2003-C1 Class XCP, 1.4818% 12/15/36 (b)(f)(h)

7,017,081

331,926

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

LB-UBS Commercial Mortgage Trust: - continued

Series 2004-C2 Class XCP, 1.4108% 3/1/36 (b)(h)

$ 11,355,047

$ 540,137

Series 2004-C6 Class XCP, 0.7447% 8/15/36 (b)(f)(h)

16,330,000

505,427

Lehman Brothers Floating Rate Commercial Mortgage Trust:

floater Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(f)

970,000

971,028

Class E, 3.85% 12/16/14 (b)(f)

2,080,000

2,090,807

Class J, 5% 12/16/14 (b)(f)

1,420,000

1,420,848

Series 2003-LLFA Class K1, 5.5% 12/16/14 (b)(f)

730,000

731,211

Merrill Lynch Mortgage Trust:

Series 2002-MW1 Class XP, 1.5856% 7/12/34 (b)(f)(h)

5,862,659

295,554

Series 2005-MKB2 Class XP, 0.4711% 9/12/42 (f)(h)

7,830,000

127,610

Morgan Stanley Capital I, Inc.:

sequential pay:

Series 1999-CAM1 Class A2, 6.76% 3/15/32

101,563

105,712

Series 1999-LIFE Class A1, 6.97% 4/15/33

504,496

527,329

Series 1997-RR:

Class B, 7.2162% 4/30/39 (b)(f)

698,591

705,390

Class C, 7.3462% 4/30/39 (b)(f)

1,275,066

1,324,119

Series 1999-1NYP Class F, 7.2472% 5/3/30 (b)(f)

1,690,000

1,723,027

Series 2003-IQ5 Class X2, 1.1277% 4/15/38 (b)(f)(h)

10,090,000

396,413

Series 2003-IQ6 Class X2, 0.6296% 12/15/41 (b)(f)(h)

16,995,000

497,199

Series 2005-HQ5 Class X2, 0.5436% 1/14/42 (f)(h)

17,785,000

313,098

Series 2005-IQ9 Class X2, 1.0828% 7/15/56 (b)(f)(h)

15,190,000

835,192

Series 2005-TOP17 Class X2, 0.4809% 12/13/41 (f)(h)

11,610,000

405,139

Morgan Stanley Dean Witter Capital I Trust:

floater Series 2002-XLF:

Class D, 3.77% 8/5/14 (b)(f)

1,063,655

1,070,299

Class F, 5.24% 8/5/14 (b)(f)

1,948,481

1,967,989

Series 2003-HQ2 Class X2, 1.4107% 3/12/35 (b)(f)(h)

12,600,323

780,222

Series 2003-TOP9 Class X2, 1.518% 11/13/36 (b)(f)(h)

8,393,006

515,898

Mortgage Capital Funding, Inc. sequential pay:

Series 1996-MC1 Class A2B, 7.9% 2/15/06

304,651

311,330

Series 1998-MC2 Class A2, 6.423% 6/18/30

1,304,085

1,371,126

Nationslink Funding Corp. sequential pay Series 1999-2 Class A1C, 7.03% 6/20/31

508,934

529,673

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

Salomon Brothers Mortgage Securities VII, Inc. floater Series 2001-CDCA Class C, 3.7538% 2/15/13 (b)(f)

$ 1,364,000

$ 1,320,763

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(f)

1,606,121

1,606,121

Trizechahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (b)

1,050,000

1,092,945

Class E3, 7.253% 3/15/13 (b)

1,555,000

1,631,589

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(f)

735,000

735,444

Class E, 3.4538% 3/15/14 (b)(f)

460,000

460,903

Class F, 3.5038% 3/15/14 (b)(f)

365,000

365,701

Class G, 3.7338% 3/15/14 (b)(f)

185,000

185,540

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(f)

375,000

375,000

Class KHP2, 3.5038% 1/15/18 (b)(f)

375,000

375,000

Class KHP3, 3.8038% 1/15/18 (b)(f)

440,000

440,000

Class KHP4, 3.9038% 1/15/18 (b)(f)

345,000

345,000

Class KHP5, 4.1038% 1/15/18 (b)(f)

400,000

400,000

Series 2003-C8 Class XP, 0.7191% 11/15/35 (b)(f)(h)

13,065,301

282,209

Series 2003-C9 Class XP, 0.6728% 12/15/35 (b)(f)(h)

8,781,285

210,068

Series 2004-WHL3X Class 1A, 1.16% 3/15/14 (b)(f)(h)

47,692,200

339,759

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $123,819,995)

123,264,954

Foreign Government and Government Agency Obligations - 0.3%

Chilean Republic 5.625% 7/23/07

740,000

759,980

United Mexican States 4.625% 10/8/08

3,190,000

3,167,670

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,904,708)

3,927,650

Fixed-Income Funds - 9.4%

Shares

Fidelity Ultra-Short Central Fund (g)
(Cost $122,005,038)

1,229,074

122,317,444

Cash Equivalents - 1.6%

Maturity Amount

Value (Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $21,089,000)

$ 21,094,207

$ 21,089,000

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $1,337,757,074)

1,334,666,659

NET OTHER ASSETS - (2.8)%

(35,929,096)

NET ASSETS - 100%

$ 1,298,737,563

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Eurodollar Contracts

153 Eurodollar 90 Day Index Contracts

June 2005

$ 151,689,937

$ (40,330)

153 Eurodollar 90 Day Index Contracts

Sept. 2005

151,567,538

(71,323)

153 Eurodollar 90 Day Index Contracts

Dec. 2005

151,494,863

(56,368)

153 Eurodollar 90 Day Index Contracts

March 2006

151,447,050

(30,705)

142 Eurodollar 90 Day Index Contracts

June 2006

140,519,650

41,741

109 Eurodollar 90 Day Index Contracts

Sept. 2006

107,839,150

2,101

59 Eurodollar 90 Day Index Contracts

Dec. 2006

58,360,588

36,461

31 Eurodollar 90 Day Index Contracts

March 2007

30,662,100

58,001

7 Eurodollar 90 Day Index Contracts

June 2007

6,923,088

13,960

TOTAL EURODOLLAR CONTRACTS

(46,462)

Futures Contracts - continued

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

44 Eurodollar 90 Day Index Contracts

Sept. 2007

$ 43,513,250

$ 13,024

84 Eurodollar 90 Day Index Contracts

Dec. 2007

83,061,300

9,889

83 Eurodollar 90 Day Index Contracts

March 2008

82,068,325

(3,682)

63 Eurodollar 90 Day Index Contracts

June 2008

62,287,313

(9,640)

46 Eurodollar 90 Day Index Contracts

Sept. 2008

45,475,025

(13,109)

35 Eurodollar 90 Day Index Contracts

Dec. 2008

34,596,188

(13,278)

24 Eurodollar 90 Day Index Contracts

March 2009

23,721,600

(11,021)

TOTAL EURODOLLAR CONTRACTS

(27,817)

$ (74,279)

Swap Agreements

Value

Credit Default Swap

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (e)

March 2010

6,000,000

$ (24,707)

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Lehman Brothers, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (e)

March 2010

6,000,000

(24,707)

Receive quarterly notional amount multiplied by .38% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

March 2009

1,300,000

5,621

Receive quarterly notional amount multiplied by .38% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

March 2009

500,000

2,162

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Receive quarterly notional amount multiplied by .41% and pay Merrill Lynch, Inc. upon default event of Talisman Energy, Inc., par value of the notional amount of Talisman Energy, Inc. 7.25% 10/15/27

March 2009

$ 1,000,000

$ 4,429

Receive quarterly notional amount multiplied by .47% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,100,000

1,701

Receive quarterly notional amount multiplied by .48% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,100,000

2,687

Receive quarterly notional amount multiplied by .5% and pay Merrill Lynch, Inc. upon default event of Consolidated Natural Gas Co., par value of the notional amount of Consolidated Natural Gas Co. 6.625% 12/1/08

July 2007

2,400,000

19,372

Receive quarterly notional amount multiplied by .5% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

June 2009

1,500,000

13,469

Receive quarterly notional amount multiplied by .52% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

1,100,000

3,458

Receive quarterly notional amount multiplied by .75% and pay Lehman Brothers, Inc. upon default event of AOL Time Warner, Inc., par value of the notional amount of AOL Time Warner, Inc. 6.875% 5/1/12

Sept. 2009

4,500,000

73,818

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Receive from Lehman Brothers, Inc. upon default event of General Motors Acceptance Corp., par value of the notional amount of General Motors Acceptance Corp. 6.875% 8/28/12 and pay quarterly notional amount multiplied by 3.5%

June 2006

$ 2,100,000

$ 3,260

Receive quarterly notional amount multiplied by 4.85% and pay Deutsche Bank upon default event of General Motors Corp., par value of the notional amount of General Motors Corp. 7.125% 7/15/13

June 2006

2,100,000

22

TOTAL CREDIT DEFAULT SWAP

32,700,000

80,585

Interest Rate Swap

Receive quarterly a fixed rate equal to 3.1422% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2007

8,280,000

(121,297)

TOTAL INTEREST RATE SWAP

8,280,000

(121,297)

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Goldman Sachs

July 2005

8,580,000

111,898

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 15 basis points with Lehman Brothers, Inc.

July 2005

5,590,000

70,167

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

3,420,000

39,806

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Goldman Sachs

August 2005

10,000,000

129,612

Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 37 basis points with Bank of America

June 2005

6,645,000

0

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Total Return Swap - continued

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 10 basis points with Bank of America

Sept. 2005

$ 7,000,000

$ 23,137

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 8 basis points with Bank of America

April 2005

6,645,000

(42,972)

TOTAL TOTAL RETURN SWAP

47,880,000

331,648

$ 88,860,000

$ 290,936

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $130,404,353 or 10.0% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,995,902.

(e) Dow Jones CDX N.A. Investment Grade 3 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income central fund's holdings is provided at the end of this report.

(h) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $5,498,000 of which $1,754,000 and $3,744,000 will expire on October 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $21,089,000) (cost $1,337,757,074) - See accompanying schedule

$ 1,334,666,659

Cash

373,065

Receivable for investments sold

7,325,975

Receivable for swap agreements

9,649

Receivable for fund shares sold

2,989,546

Interest receivable

9,951,128

Swap agreements, at value

290,936

Prepaid expenses

3,726

Receivable from investment adviser for expense reductions

114,853

Total assets

1,355,725,537

Liabilities

Payable for investments purchased
Regular delivery

$ 10,332,451

Delayed delivery

40,277,750

Payable for fund shares redeemed

4,545,074

Distributions payable

460,500

Accrued management fee

458,761

Distribution fees payable

339,921

Payable for daily variation on futures contracts

100,503

Other affiliated payables

273,841

Other payables and accrued expenses

199,173

Total liabilities

56,987,974

Net Assets

$ 1,298,737,563

Net Assets consist of:

Paid in capital

$ 1,309,538,071

Undistributed net investment income

4,286,256

Accumulated undistributed net realized gain (loss) on investments

(12,235,812)

Net unrealized appreciation (depreciation) on investments

(2,850,952)

Net Assets

$ 1,298,737,563

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($367,626,153 ÷ 38,801,379 shares)

$ 9.47

Maximum offering price per share (100/98.50 of $9.47)

$ 9.61

Class T:
Net Asset Value
and redemption price per share ($544,591,415 ÷ 57,441,487 shares)

$ 9.48

Maximum offering price per share (100/98.50 of $9.48)

$ 9.62

Class B:
Net Asset Value
and offering price per share ($44,700,318 ÷ 4,710,316 shares)A

$ 9.49

Class C:
Net Asset Value
and offering price per share ($227,734,011 ÷ 24,015,548 shares)A

$ 9.48

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($114,085,666 ÷ 12,034,548 shares)

$ 9.48

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 22,427,260

Security lending

1,930

Total income

22,429,190

Expenses

Management fee

$ 2,743,153

Transfer agent fees

1,413,309

Distribution fees

2,122,505

Accounting and security lending fees

202,562

Independent trustees' compensation

3,229

Custodian fees and expenses

23,100

Registration fees

83,122

Audit

30,353

Legal

3,383

Miscellaneous

171,029

Total expenses before reductions

6,795,745

Expense reductions

(292,727)

6,503,018

Net investment income

15,926,172

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(2,839,669)

Futures contracts

(60,127)

Swap agreements

(73,475)

Total net realized gain (loss)

(2,973,271)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(9,912,488)

Futures contracts

(1,902,900)

Swap agreements

(195,944)

Total change in net unrealized appreciation (depreciation)

(12,011,332)

Net gain (loss)

(14,984,603)

Net increase (decrease) in net assets resulting from operations

$ 941,569

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 15,926,172

$ 22,962,231

Net realized gain (loss)

(2,973,271)

5,207,128

Change in net unrealized appreciation (depreciation)

(12,011,332)

308,131

Net increase (decrease) in net assets resulting
from operations

941,569

28,477,490

Distributions to shareholders from net investment income

(16,373,656)

(21,460,300)

Distributions to shareholders from net realized gain

(1,086,013)

-

Total distributions

(17,459,669)

(21,460,300)

Share transactions - net increase (decrease)

14,881,959

137,865,371

Total increase (decrease) in net assets

(1,636,141)

144,882,561

Net Assets

Beginning of period

1,300,373,704

1,155,491,143

End of period (including undistributed net investment income of $4,286,256 and undistributed net investment income of $4,733,740, respectively)

$ 1,298,737,563

$ 1,300,373,704

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

$ 9.15

Income from Investment Operations

Net investment
incomeE

.124

.202

.261

.381G

.523

.551

Net realized and unrealized gain (loss)

(.118)

.040

.128

(.034)G

.386

(.028)

Total from investment operations

.006

.242

.389

.347

.909

.523

Distributions from net investment income

(.128)

(.192)

(.279)

(.397)

(.539)

(.553)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.136)

(.192)

(.279)

(.397)

(.539)

(.553)

Net asset value, end of period

$ 9.47

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

Total ReturnB,C,D

.06%

2.56%

4.16%

3.78%

10.22%

5.91%

Ratios to Average Net AssetsF

Expenses before expense
reductions

.92%A

.87%

.81%

.80%

.85%

.83%

Expenses net of voluntary waivers, if any

.86%A

.87%

.81%

.80%

.85%

.83%

Expenses net of all reductions

.86%A

.87%

.81%

.80%

.84%

.83%

Net investment
income

2.64%A

2.13%

2.74%

4.09%G

5.63%

6.05%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 367,626

$ 357,760

$ 186,290

$ 106,018

$ 38,240

$ 16,698

Portfolio
turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.15

Income from Investment Operations

Net investment
incomeE

.126

.207

.261

.381G

.525

.550

Net realized and unrealized gain (loss)

(.109)

.038

.118

(.036)G

.383

(.019)

Total from investment operations

.017

.245

.379

.345

.908

.531

Distributions from net investment income

(.129)

(.195)

(.279)

(.395)

(.538)

(.551)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.137)

(.195)

(.279)

(.395)

(.538)

(.551)

Net asset value, end of period

$ 9.48

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C,D

.18%

2.59%

4.04%

3.75%

10.21%

6.00%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.87%A

.83%

.82%

.82%

.85%

.84%

Expenses net
of voluntary waivers, if any

.83%A

.83%

.82%

.82%

.85%

.84%

Expenses net of all reductions

.83%A

.83%

.82%

.82%

.85%

.83%

Net investment
income

2.67%A

2.16%

2.73%

4.07%G

5.62%

6.05%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 544,591

$ 517,440

$ 468,931

$ 388,495

$ 309,958

$ 279,306

Portfolio turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.56

$ 9.46

$ 9.43

Income from Investment Operations

Net investment incomeE

.089

.130

.183

.281H

Net realized and unrealized gain (loss)

(.109)

.038

.120

(.234)H

Total from investment operations

(.020)

.168

.303

.047

Distributions from net investment income

(.092)

(.118)

(.203)

(.017)

Distributions from net realized gain

(.008)

-

-

-

Total distributions

(.100)

(.118)

(.203)

(.017)

Net asset value, end of period

$ 9.49

$ 9.61

$ 9.56

$ 9.46

Total ReturnB,C,D

(.20)%

1.77%

3.23%

.50%

Ratios to Average Net AssetsG

Expenses before expense reductions

1.68%A

1.63%

1.61%

1.86%A

Expenses net of voluntary waivers,
if any

1.61%A

1.63%

1.61%

1.65%A

Expenses net of all reductions

1.61%A

1.63%

1.61%

1.65%A

Net investment income

1.88%A

1.36%

1.94%

3.59%A,H

Supplemental Data

Net assets, end of period
(000 omitted)

$ 44,700

$ 53,502

$ 49,353

$ 3,811

Portfolio turnover rate

87%A

87%

102%

111%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F For the period October 9, 2002 (commencement of sale of shares) to October 31, 2002.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.16

Income from Investment Operations

Net investment
incomeE

.087

.129

.182

.304G

.448

.467

Net realized
and unrealized gain (loss)

(.119)

.048

.118

(.037)G

.383

(.021)

Total from investment operations

(.032)

.177

.300

.267

.831

.446

Distributions from net investment income

(.090)

(.117)

(.200)

(.317)

(.461)

(.476)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.098)

(.117)

(.200)

(.317)

(.461)

(.476)

Net asset value, end of period

$ 9.48

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C,D

(.33)%

1.86%

3.19%

2.90%

9.30%

5.01%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.70%A

1.65%

1.64%

1.64%

1.68%

1.68%

Expenses
net of voluntary waivers, if any

1.66%A

1.65%

1.64%

1.64%

1.68%

1.68%

Expenses net of all reductions

1.66%A

1.65%

1.64%

1.63%

1.68%

1.67%

Net investment
income

1.83%A

1.34%

1.91%

3.25%G

4.80%

5.21%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 227,734

$ 273,166

$ 359,779

$ 283,046

$ 99,486

$ 50,824

Portfolio
turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.15

Income from Investment Operations

Net investment
incomeD

.134

.225

.278

.397F

.540

.564

Net realized and unrealized gain (loss)

(.109)

.038

.119

(.043)F

.387

(.015)

Total from investment operations

.025

.263

.397

.363

.927

.549

Distributions from net investment income

(.137)

(.213)

(.297)

(.413)

(.557)

(.569)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.145)

(.213)

(.297)

(.413)

(.557)

(.569)

Net asset value, end of period

$ 9.48

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C

.27%

2.78%

4.24%

3.95%

10.43%

6.21%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.68%A

.64%

.63%

.64%

.66%

.67%

Expenses net of voluntary waivers, if any

.66%A

.64%

.63%

.64%

.66%

.67%

Expenses net of all reductions

.66%A

.64%

.63%

.63%

.66%

.67%

Net investment income

2.84%A

2.35%

2.92%

4.25%F

5.81%

6.21%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 114,086

$ 98,505

$ 91,138

$ 65,330

$ 23,301

$ 7,655

Portfolio turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Short Fixed-Income Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of four years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including Underlying Funds, are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Underlying Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including income from Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, prior period premium and discount on debt securities, market discount, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 5,597,426

Unrealized depreciation

(7,492,737)

Net unrealized appreciation (depreciation)

$ (1,895,311)

Cost for federal income tax purposes

$ 1,336,561,970

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Semiannual Report

2. Operating Policies - continued

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $157,885,282 and $124,734,856, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 271,868

$ 2,808

Class T

0%

.15%

394,602

6,738

Class B

.65%

.25%

221,433

160,621

Class C

.75%

.25%

1,234,602

163,123

$ 2,122,505

$ 333,290

Sales Load. FDC receives a front-end sales charge of up to 1.50% for selling Class A and Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of a contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3% to 1% for Class B, 1% for Class C and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 28,888

Class T

25,868

Class B*

79,026

Class C*

24,132

$ 157,914

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 467,989

.26*

Class T

559,779

.21*

Class B

63,634

.26*

Class C

227,419

.19*

Institutional Class

94,488

.18*

$ 1,413,309

*Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,029,233 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At period end there were no security loans outstanding.

7. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 105,257

Class T

.90% - .83%*

110,733

Class B

1.65% - 1.58%*

15,291

Class C

1.75% - 1.68%*

46,570

Institutional Class

.75% - .68%*

12,300

$ 290,151

* Expense limitation in effect at period end.

In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2,576.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. 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.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 14% of the total outstanding shares of the fund.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 4,862,911

$ 5,013,218

Class T

7,132,489

9,968,400

Class B

476,312

631,694

Class C

2,333,449

3,806,748

Institutional Class

1,568,495

2,040,240

Total

$ 16,373,656

$ 21,460,300

From net realized gain

Class A

$ 299,982

$ -

Class T

436,716

-

Class B

43,394

-

Class C

219,150

-

Institutional Class

86,771

-

Total

$ 1,086,013

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

8,425,950

29,233,051

$ 80,112,351

$ 278,943,707

Reinvestment of distributions

477,211

439,890

4,532,748

4,211,651

Shares redeemed

(7,381,265)

(11,910,485)

(70,175,433)

(113,916,095)

Net increase (decrease)

1,521,896

17,762,456

$ 14,469,666

$ 169,239,263

Class T

Shares sold

14,947,492

28,914,757

$ 142,155,541

$ 277,148,967

Reinvestment of distributions

697,282

903,574

6,628,236

8,659,227

Shares redeemed

(12,086,609)

(25,026,151)

(114,977,500)

(239,735,328)

Net increase (decrease)

3,558,165

4,792,180

$ 33,806,277

$ 46,072,866

Class B

Shares sold

566,526

2,729,377

$ 5,398,328

$ 26,154,196

Reinvestment of distributions

44,660

53,426

425,084

512,510

Shares redeemed

(1,467,121)

(2,378,750)

(13,968,868)

(22,795,089)

Net increase (decrease)

(855,935)

404,053

$ (8,145,456)

$ 3,871,617

Class C

Shares sold

2,155,855

7,826,650

$ 20,483,514

$ 75,024,654

Reinvestment of distributions

171,184

249,628

1,627,835

2,393,112

Shares redeemed

(6,750,975)

(17,295,166)

(64,267,394)

(165,609,343)

Net increase (decrease)

(4,423,936)

(9,218,888)

$ (42,156,045)

$ (88,191,577)

Institutional Class

Shares sold

4,355,270

6,288,234

$ 41,455,664

$ 60,243,381

Reinvestment of distributions

123,861

131,407

1,177,215

1,258,983

Shares redeemed

(2,703,609)

(5,702,420)

(25,725,362)

(54,629,162)

Net increase (decrease)

1,775,522

717,221

$ 16,907,517

$ 6,873,202

11. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

PROPOSAL 3

To modify the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund.

# of
Votes

% of
Votes

Affirmative

451,735,409.15

68.509

Against

33,917,535.64

5.144

Abstain

33,600,977.19

5.096

Broker
Non-Votes

140,124,910.57

21.251

TOTAL

659,378,832.55

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

The following is a complete listing of Investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is an
investment of Fidelity Advisor Short Fixed-Income Fund.

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Management &
Research (U.K.) Inc.

Fidelity Management &
Research (Far East) Inc.

Fidelity Investments Japan Limited

Fidelity Investments Money
Management, Inc.

Fidelity International
Investment Advisors

Fidelity International
Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

SFI-USAN-0605
1.784905.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Short Fixed-Income

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central fund.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*B
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,000.60

$ 4.27

HypotheticalA

$ 1,000.00

$ 1,020.53

$ 4.31

Class T

Actual

$ 1,000.00

$ 1,001.80

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16

Class B

Actual

$ 1,000.00

$ 998.00

$ 7.98

HypotheticalA

$ 1,000.00

$ 1,016.81

$ 8.05

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*B
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 996.70

$ 8.22

HypotheticalA

$ 1,000.00

$ 1,016.56

$ 8.30

Institutional Class

Actual

$ 1,000.00

$ 1,002.70

$ 3.28

HypotheticalA

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio
B

Class A

.86%

Class T

.83%

Class B

1.61%

Class C

1.66%

Institutional Class

.66%

B If fees contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense Ratio

Expenses
Paid

Class A

.82%

Actual

$ 4.07

HypotheticalA

$ 4.11

Class T

.77%

Actual

$ 3.82

HypotheticalA

$ 3.86

Class B

1.58%

Actual

$ 7.83

HypotheticalA

$ 7.90

Class C

1.60%

Actual

$ 7.92

HypotheticalA

$ 8.00

Institutional Class

.58%

Actual

$ 2.88

HypotheticalA

$ 2.91

A 5% return per year before expenses

Semiannual Report

Investment Changes

Quality Diversification (% of fund's net assets) as of April 30, 2005

As of April 30, 2005 *

As of October 31, 2004 **

U.S. Government
and U.S. Government Agency Obligations 31.3%

U.S. Government
and U.S. Government Agency Obligations 35.8%

AAA 26.4%

AAA 22.6%

AA 6.3%

AA 6.0%

A 12.9%

A 14.9%

BBB 19.0%

BBB 17.1%

BB and Below 0.5%

BB and Below 0.6%

Not Rated 1.9%

Not Rated 2.2%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 0.8%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Securities rated BB or below were rated investment grade at the time of acquisition.

Average Years to Maturity as of April 30, 2005

6 months ago

Years

2.7

2.6

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of April 30, 2005

6 months ago

Years

1.6

2.0

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of April 30, 2005 *

As of October 31, 2004 **

Corporate Bonds 20.9%

Corporate Bonds 20.5%

U.S. Government and
U.S. Government
Agency Obligations 31.3%

U.S. Government and
U.S. Government
Agency Obligations 35.8%

Asset-Backed
Securities 24.4%

Asset-Backed
Securities 24.9%

CMOs and Other Mortgage Related Securities 21.4%

CMOs and Other Mortgage Related Securities 17.7%

Other Investments 0.3%

Other Investments 0.3%

Short-Term Investments
and Net Other Assets 1.7%

Short-Term Investments
and Net Other Assets 0.8%

* Foreign investments

6.3%

** Foreign investments

5.8%



* Futures and Swaps

11.8%

** Futures and Swaps

14.8%

The information in the above tables is based on the combined investments of the fund and is pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 20.5%

Principal Amount

Value (Note 1)

CONSUMER DISCRETIONARY - 2.5%

Auto Components - 0.2%

DaimlerChrysler NA Holding Corp. 3.47% 5/24/06 (f)

$ 2,800,000

$ 2,802,341

Media - 2.3%

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,350,000

2,456,671

Continental Cablevision, Inc.:

8.3% 5/15/06

3,200,000

3,336,579

9% 9/1/08

1,400,000

1,585,647

Cox Communications, Inc.:

6.4% 8/1/08

795,000

831,550

6.875% 6/15/05

2,025,000

2,031,670

7.75% 8/15/06

2,600,000

2,709,694

Hearst-Argyle Television, Inc. 7% 11/15/07

1,500,000

1,595,060

Lenfest Communications, Inc. 10.5% 6/15/06

1,225,000

1,298,500

Liberty Media Corp. 4.51% 9/17/06 (f)

6,150,000

6,222,939

News America, Inc. 6.625% 1/9/08

3,000,000

3,158,805

TCI Communications, Inc. 8% 8/1/05

3,610,000

3,648,981

Univision Communications, Inc.:

3.5% 10/15/07

535,000

524,438

3.875% 10/15/08

585,000

573,607

29,974,141

TOTAL CONSUMER DISCRETIONARY

32,776,482

CONSUMER STAPLES - 0.6%

Food Products - 0.3%

Kraft Foods, Inc. 5.25% 6/1/07

3,265,000

3,327,551

Tobacco - 0.3%

Altria Group, Inc. 5.625% 11/4/08

2,000,000

2,072,272

Philip Morris Companies, Inc. 6.375% 2/1/06

2,000,000

2,032,794

4,105,066

TOTAL CONSUMER STAPLES

7,432,617

ENERGY - 1.2%

Energy Equipment & Services - 0.1%

Cooper Cameron Corp. 2.65% 4/15/07

1,335,000

1,291,863

Oil & Gas - 1.1%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (b)

1,865,000

1,866,578

Delek & Avner Yam Tethys Ltd. 5.326% 8/1/13 (b)

2,480,000

2,468,666

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Enterprise Products Operating LP:

4% 10/15/07

$ 1,375,000

$ 1,349,902

4.625% 10/15/09

3,070,000

3,022,117

Kinder Morgan Energy Partners LP 5.35% 8/15/07

1,400,000

1,422,026

Pemex Project Funding Master Trust 6.125% 8/15/08

4,535,000

4,659,713

14,789,002

TOTAL ENERGY

16,080,865

FINANCIALS - 8.6%

Capital Markets - 0.7%

ABN-AMRO Bank NV, Chicago 7.25% 5/31/05

610,000

611,758

Bank of New York Co., Inc.:

3.4% 3/15/13 (f)

2,750,000

2,660,424

4.25% 9/4/12 (f)

1,285,000

1,279,972

Goldman Sachs Group LP 7.2% 11/1/06 (b)

500,000

523,166

Lehman Brothers Holdings, Inc.:

4% 1/22/08

300,000

298,225

6.25% 5/15/06

2,795,000

2,860,917

6.625% 2/5/06

120,000

122,507

Merrill Lynch & Co., Inc. 3.7% 4/21/08

1,400,000

1,379,645

9,736,614

Commercial Banks - 0.9%

Australia & New Zealand Banking Group Ltd. yankee 7.55% 9/15/06

405,000

423,667

Bank of America Corp.:

7.125% 9/15/06

1,750,000

1,824,673

7.4% 1/15/11

275,000

312,844

Bank One Corp. 6% 8/1/08

975,000

1,023,551

Corporacion Andina de Fomento yankee 7.25% 3/1/07

965,000

1,009,050

First National Boston Corp. 7.375% 9/15/06

1,145,000

1,197,274

Korea Development Bank:

3.875% 3/2/09

2,700,000

2,629,473

4.75% 7/20/09

1,500,000

1,508,084

Mellon Bank NA, Pittsburgh 6.5% 8/1/05

2,000,000

2,013,526

11,942,142

Consumer Finance - 2.6%

American General Finance Corp. 4.5% 11/15/07

1,115,000

1,118,201

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

FINANCIALS - continued

Consumer Finance - continued

Ford Motor Credit Co.:

4.95% 1/15/08

$ 1,990,000

$ 1,872,600

6.5% 1/25/07

8,430,000

8,429,157

General Motors Acceptance Corp.:

4.05% 1/16/07 (f)

2,585,000

2,467,711

4.2025% 9/23/08 (f)

4,400,000

3,945,027

4.3948% 10/20/05 (f)

915,000

913,021

4.75% 5/19/05 (f)

1,350,000

1,350,394

6.75% 1/15/06

3,322,000

3,346,586

Household Finance Corp.:

4.125% 12/15/08

705,000

696,877

4.75% 5/15/09

1,563,000

1,576,009

6.4% 6/17/08

2,070,000

2,191,225

Household International, Inc. 8.875% 2/15/08

2,025,000

2,099,945

HSBC Finance Corp. 4.125% 3/11/08

4,145,000

4,124,217

34,130,970

Diversified Financial Services - 1.1%

CC Funding Trust I 6.9% 2/16/07

2,040,000

2,129,919

Citigroup, Inc. 6.75% 12/1/05

4,100,000

4,173,759

Duke Capital LLC 4.331% 11/16/06

2,930,000

2,935,658

J.P. Morgan & Co., Inc. 6.25% 1/15/09

1,075,000

1,139,935

J.P. Morgan Chase & Co. 5.625% 8/15/06

2,375,000

2,422,859

Prime Property Funding II 6.25% 5/15/07 (b)

1,000,000

1,039,794

13,841,924

Insurance - 0.2%

Allstate Corp. 7.875% 5/1/05

535,000

535,000

St. Paul Travelers Companies, Inc. 5.75% 3/15/07

1,070,000

1,097,490

Travelers Property Casualty Corp. 3.75% 3/15/08

530,000

520,487

2,152,977

Real Estate - 2.6%

AMB Property LP 7.2% 12/15/05

1,000,000

1,020,209

Arden Realty LP 8.5% 11/15/10

2,050,000

2,401,204

AvalonBay Communities, Inc. 5% 8/1/07

915,000

925,615

BRE Properties, Inc.:

5.95% 3/15/07

575,000

592,018

7.2% 6/15/07

1,775,000

1,878,390

Camden Property Trust:

4.375% 1/15/10

1,385,000

1,356,149

5.875% 6/1/07

580,000

594,237

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

FINANCIALS - continued

Real Estate - continued

CarrAmerica Realty Corp. 5.25% 11/30/07

$ 1,745,000

$ 1,768,482

Colonial Properties Trust 4.75% 2/1/10

1,330,000

1,311,143

Developers Diversified Realty Corp.:

3.875% 1/30/09

755,000

729,802

5% 5/3/10

1,310,000

1,308,712

7% 3/19/07

2,095,000

2,184,025

EOP Operating LP:

6.763% 6/15/07

1,625,000

1,701,554

7.75% 11/15/07

1,650,000

1,778,149

8.375% 3/15/06

1,500,000

1,556,937

Gables Realty LP:

5.75% 7/15/07

2,720,000

2,795,706

7.25% 2/15/06

2,200,000

2,254,707

JDN Realty Corp. 6.95% 8/1/07

855,000

897,345

Merry Land & Investment Co., Inc. 7.25% 6/15/05

600,000

602,557

Simon Property Group LP:

4.875% 8/15/10

2,460,000

2,465,715

6.875% 11/15/06

3,785,000

3,926,158

34,048,814

Thrifts & Mortgage Finance - 0.5%

Abbey National PLC 6.69% 10/17/05

200,000

202,871

Countrywide Home Loans, Inc.:

3.4% 6/2/06 (f)

1,250,000

1,254,545

5.5% 8/1/06

1,290,000

1,312,868

5.625% 5/15/07

745,000

763,524

Washington Mutual, Inc. 4.375% 1/15/08

2,700,000

2,700,689

6,234,497

TOTAL FINANCIALS

112,087,938

INDUSTRIALS - 1.1%

Aerospace & Defense - 0.2%

Northrop Grumman Corp. 4.079% 11/16/06

2,900,000

2,898,915

Air Freight & Logistics - 0.0%

Federal Express Corp. pass thru trust certificates 7.53% 9/23/06

302,435

308,091

Airlines - 0.4%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

225,038

227,921

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

6.978% 10/1/12

$ 122,772

$ 125,318

Continental Airlines, Inc. pass thru trust certificates:

6.32% 11/1/08

3,080,000

3,092,716

7.056% 3/15/11

355,000

361,136

Delta Air Lines, Inc. pass thru trust certificates 7.379% 5/18/10

731,192

696,460

4,503,551

Commercial Services & Supplies - 0.2%

International Lease Financial Corp. 5% 4/15/10

2,535,000

2,547,683

Industrial Conglomerates - 0.3%

Tyco International Group SA yankee 5.8% 8/1/06

3,360,000

3,439,592

TOTAL INDUSTRIALS

13,697,832

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.5%

Motorola, Inc. 4.608% 11/16/07

6,000,000

6,042,222

MATERIALS - 0.3%

Containers & Packaging - 0.1%

Sealed Air Corp. 6.95% 5/15/09 (b)

855,000

907,155

Paper & Forest Products - 0.2%

Boise Cascade Corp. 8% 2/24/06

745,000

771,075

International Paper Co. 4.25% 1/15/09

435,000

429,745

Weyerhaeuser Co. 5.95% 11/1/08

1,729,000

1,817,456

3,018,276

TOTAL MATERIALS

3,925,431

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 3.8%

ALLTEL Corp. 4.656% 5/17/07

2,720,000

2,743,109

BellSouth Corp. 4.2% 9/15/09

1,775,000

1,753,617

British Telecommunications PLC 7.875% 12/15/05

4,775,000

4,894,638

Deutsche Telekom International Finance BV:

3.875% 7/22/08

2,425,000

2,388,072

8.25% 6/15/05

5,140,000

5,168,846

France Telecom SA 7.45% 3/1/06 (a)

3,160,000

3,251,441

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Koninklijke KPN NV yankee 8% 10/1/10

$ 2,850,000

$ 3,283,229

Sprint Capital Corp. 6% 1/15/07

3,240,000

3,325,883

Telecom Italia Capital 4% 11/15/08

7,140,000

6,989,025

Telefonica Europe BV 7.35% 9/15/05

180,000

182,477

Telefonos de Mexico SA de CV:

4.5% 11/19/08

2,470,000

2,432,671

4.75% 1/27/10 (b)

3,355,000

3,283,901

TELUS Corp. yankee 7.5% 6/1/07

2,920,000

3,100,596

Verizon Global Funding Corp.:

6.125% 6/15/07

2,140,000

2,223,790

7.25% 12/1/10

4,205,000

4,721,832

49,743,127

Wireless Telecommunication Services - 0.5%

America Movil SA de CV 4.125% 3/1/09

3,925,000

3,797,265

AT&T Wireless Services, Inc.:

7.35% 3/1/06

1,000,000

1,028,918

7.5% 5/1/07

1,590,000

1,687,745

6,513,928

TOTAL TELECOMMUNICATION SERVICES

56,257,055

UTILITIES - 1.4%

Electric Utilities - 1.2%

DTE Energy Co. 6.45% 6/1/06

1,510,000

1,548,040

Duke Capital LLC:

4.302% 5/18/06

840,000

840,344

4.37% 3/1/09

2,045,000

2,028,125

FirstEnergy Corp. 5.5% 11/15/06

5,095,000

5,189,242

FPL Group Capital, Inc. 3.25% 4/11/06

705,000

701,660

Monongahela Power Co. 5% 10/1/06

2,015,000

2,030,241

Pacific Gas & Electric Co. 3.82% 4/3/06 (f)

188,000

188,426

Progress Energy, Inc. 6.75% 3/1/06

3,000,000

3,067,353

Southwestern Public Service Co. 5.125% 11/1/06

650,000

659,844

16,253,275

Gas Utilities - 0.1%

NiSource Finance Corp. 3.2% 11/1/06

1,085,000

1,070,448

Nonconvertible Bonds - continued

Principal Amount

Value (Note 1)

UTILITIES - continued

Multi-Utilities & Unregulated Power - 0.1%

MidAmerican Energy Holdings, Inc. 4.625% 10/1/07

$ 705,000

$ 706,198

TOTAL UTILITIES

18,029,921

TOTAL NONCONVERTIBLE BONDS

(Cost $267,322,223)

266,330,363

U.S. Government and Government Agency Obligations - 19.1%

U.S. Government Agency Obligations - 14.4%

Fannie Mae:

3.125% 12/15/07

24,500,000

23,984,300

3.625% 3/15/07

4,176,000

4,158,874

3.75% 5/17/07

6,925,000

6,893,353

4.75% 1/2/07

3,530,000

3,572,138

6% 5/15/08

39,503,000

41,699,130

Federal Home Loan Bank:

3.75% 9/28/06 (d)

64,150,000

64,018,556

3.8% 12/22/06

3,650,000

3,640,138

Freddie Mac:

2.7% 3/16/07

18,000,000

17,613,720

2.875% 12/15/06

21,260,000

20,942,418

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

186,522,627

U.S. Treasury Obligations - 4.7%

U.S. Treasury Bonds 12% 8/15/13

17,526,000

21,943,095

U.S. Treasury Notes:

2.375% 8/31/06

18,020,000

17,754,619

3.5% 11/15/06

185,000

184,877

4.375% 5/15/07

21,470,000

21,772,770

TOTAL U.S. TREASURY OBLIGATIONS

61,655,361

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $250,552,812)

248,177,988

U.S. Government Agency - Mortgage Securities - 8.5%

Principal Amount

Value (Note 1)

Fannie Mae - 6.8%

3.737% 1/1/35 (f)

$ 346,745

$ 344,964

3.793% 6/1/34 (f)

983,717

966,942

3.827% 12/1/34 (f)

67,660

67,398

3.83% 1/1/35 (f)

240,717

239,913

3.836% 6/1/33 (f)

175,486

174,371

3.84% 1/1/35 (f)

652,508

649,677

3.87% 1/1/35 (f)

391,077

389,986

3.878% 6/1/33 (f)

1,025,005

1,019,541

3.913% 12/1/34 (f)

217,250

216,741

3.941% 10/1/34 (f)

310,938

309,572

3.975% 11/1/34 (f)

469,567

467,555

3.98% 1/1/35 (f)

308,658

307,920

3.987% 12/1/34 (f)

282,758

281,704

4% 1/1/35 (f)

188,452

187,956

4.017% 12/1/34 (f)

1,604,801

1,608,309

4.021% 12/1/34 (f)

242,321

241,486

4.023% 2/1/35 (f)

196,739

196,494

4.025% 1/1/35 (f)

426,595

425,656

4.029% 1/1/35 (f)

95,979

96,346

4.037% 12/1/34 (f)

167,860

168,055

4.048% 1/1/35 (f)

217,883

217,370

4.052% 2/1/35 (f)

217,604

217,453

4.072% 12/1/34 (f)

413,743

413,743

4.105% 1/1/35 (f)

458,180

459,036

4.118% 1/1/35 (f)

447,415

447,662

4.118% 2/1/35 (f)

147,180

147,722

4.12% 2/1/35 (f)

392,852

393,250

4.127% 1/1/35 (f)

460,834

463,316

4.128% 2/1/35 (f)

829,564

830,180

4.144% 1/1/35 (f)

612,002

612,365

4.145% 2/1/35 (f)

516,609

517,404

4.151% 1/1/35 (f)

750,873

751,708

4.162% 2/1/35 (f)

390,404

391,794

4.17% 11/1/34 (f)

394,357

393,956

4.197% 1/1/35 (f)

369,141

370,178

4.2% 1/1/35 (f)

890,819

899,304

4.202% 1/1/35 (f)

457,822

456,519

4.23% 11/1/34 (f)

117,601

117,919

4.25% 2/1/35 (f)

222,539

221,500

4.269% 10/1/34 (f)

638,992

644,248

4.305% 8/1/33 (f)

518,344

523,662

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Fannie Mae - continued

4.305% 7/1/34 (f)

$ 232,116

$ 233,829

4.318% 3/1/33 (f)

116,470

115,851

4.324% 12/1/34 (f)

147,439

147,389

4.349% 2/1/35 (f)

147,139

147,007

4.351% 1/1/35 (f)

221,290

221,014

4.368% 2/1/34 (f)

584,926

585,874

4.4% 2/1/35 (f)

346,331

345,465

4.455% 3/1/35 (f)

299,980

300,132

4.484% 10/1/34 (f)

1,368,443

1,383,909

4.493% 8/1/34 (f)

808,805

813,734

4.499% 3/1/35 (f)

699,585

699,810

4.5% 5/1/20 (c)

19,500,000

19,274,531

4.53% 3/1/35 (f)

647,573

649,596

4.549% 8/1/34 (f)

522,159

526,650

4.572% 2/1/35 (f)

1,658,589

1,673,670

4.587% 2/1/35 (f)

2,034,077

2,041,391

4.625% 2/1/35 (f)

705,499

709,412

4.67% 11/1/34 (f)

845,229

851,517

4.694% 11/1/34 (f)

846,568

852,731

4.725% 3/1/35 (f)

2,145,125

2,173,517

4.742% 3/1/35 (f)

398,543

402,186

4.748% 7/1/34 (f)

763,222

764,348

5.5% 7/1/13 to 6/1/19

17,514,944

17,947,535

6.5% 2/1/08 to 1/1/33

13,210,914

13,791,347

7% 8/1/15 to 6/1/32

1,407,529

1,486,488

7% 5/1/20 (c)

1,101,056

1,159,206

7.5% 5/1/12 to 10/1/14

215,313

227,184

11.5% 11/1/15

92,506

103,713

TOTAL FANNIE MAE

87,479,911

Freddie Mac - 1.6%

4% 5/1/20 (c)

15,000,000

14,545,313

4.232% 1/1/35 (f)

1,224,483

1,225,864

4.314% 12/1/34 (f)

344,819

344,154

4.37% 3/1/35 (f)

475,000

472,291

4.401% 2/1/35 (f)

645,900

642,216

4.434% 2/1/35 (f)

793,215

796,561

4.441% 2/1/34 (f)

399,437

398,036

4.444% 3/1/35 (f)

300,000

299,262

4.491% 3/1/35 (f)

875,000

872,813

4.504% 3/1/35 (f)

350,000

349,809

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value (Note 1)

Freddie Mac - continued

4.564% 2/1/35 (f)

$ 519,677

$ 517,078

4.985% 8/1/33 (f)

176,499

178,385

8.5% 5/1/26 to 7/1/28

267,309

292,394

12% 11/1/19

17,912

19,884

TOTAL FREDDIE MAC

20,954,060

Government National Mortgage Association - 0.1%

7% 1/15/25 to 6/15/32

1,443,848

1,531,565

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $109,814,492)

109,965,536

Asset-Backed Securities - 21.5%

Accredited Mortgage Loan Trust:

Series 2003-2 Class A1, 4.23% 10/25/33

1,445,082

1,411,947

Series 2003-3 Class A1, 4.46% 1/25/34

1,356,668

1,338,128

Series 2004-2 Class A2, 3.32% 7/25/34 (f)

1,814,936

1,814,850

Series 2004-3:

Class 2M3, 4.14% 10/25/34 (f)

435,000

444,106

Class 2M4, 4.37% 10/25/34 (f)

185,000

188,241

Series 2004-4:

Class A2D, 3.37% 1/25/35 (f)

964,470

967,223

Class M2, 4.37% 1/25/35 (f)

350,000

356,953

Class M3, 4.27% 1/25/35 (f)

150,000

154,756

ACE Securities Corp.:

Series 2002-HE1 Class A, 3.5% 6/25/32 (f)

6,037

6,038

Series 2003-HE1:

Class A2, 3.43% 11/25/33 (f)

1,066,517

1,068,076

Class M1, 3.67% 11/25/33 (f)

430,000

432,085

Class M2, 4.72% 11/25/33 (f)

270,000

274,860

Series 2004-HE1 Class A2B, 3.47% 2/25/34 (f)

1,067,140

1,067,990

Aesop Funding II LLC Series 2005-1A Class A1, 3.95% 4/20/08 (b)

2,000,000

1,983,200

American Express Credit Account Master Trust Series 2004-C Class C, 3.4538% 2/15/12 (b)(f)

2,968,786

2,975,224

AmeriCredit Automobile Receivables Trust:

Series 2001-B Class A4, 5.37% 6/12/08

1,102,374

1,109,744

Series 2003-CF Class A4, 3.48% 5/6/10

1,810,000

1,798,829

Series 2004-1:

Class A3, 3.22% 7/6/08

870,000

865,227

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

AmeriCredit Automobile Receivables Trust: - continued

Class B, 3.7% 1/6/09

$ 150,000

$ 148,713

Class C, 4.22% 7/6/09

155,000

154,339

Class D, 5.07% 7/6/10

1,105,000

1,111,398

Series 2004-CA Class A4, 3.61% 5/6/11

630,000

621,004

Series 2005-1 Class D, 5.04% 5/6/11

2,500,000

2,513,250

Ameriquest Mortgage Securities, Inc.:

Series 2002-AR1 Class M1, 3.14% 9/25/32 (f)

1,075,986

1,077,449

Series 2003-3 Class S, 5% 9/25/05 (h)

1,188,298

19,077

Series 2003-7 Class M1, 3.87% 8/25/33 (f)

625,000

630,290

Series 2004-R10 Class M1, 3.72% 11/25/34 (f)

1,370,000

1,379,714

Series 2004-R11 Class M1, 3.68% 11/25/34 (f)

2,040,000

2,052,406

Series 2004-R9:

Class A3, 3.34% 10/25/34 (f)

2,140,000

2,146,583

Class M2, 3.67% 10/25/34 (f)

1,515,000

1,524,697

Class M4, 4.19% 10/25/34 (f)

1,945,000

1,980,530

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (f)

289,263

290,394

Series 2002-BC7 Class M1, 3.65% 10/25/32 (f)

1,100,000

1,110,657

ARG Funding Corp. Series 2005-1A Class A1, 4.02% 4/20/09 (b)

4,100,000

4,081,670

Argent Securities, Inc.:

Series 2003-W3:

Class AV1B, 3.47% 9/25/33 (f)

135,497

136,245

Class AV2, 3.42% 9/25/33 (f)

111,997

112,438

Class M2, 4.82% 9/25/33 (f)

3,100,000

3,202,174

Series 2003-W6 Class AV2, 3.39% 1/25/34 (f)

1,198,644

1,200,344

Series 2003-W7:

Class A2, 3.41% 3/1/34 (f)

1,281,666

1,284,581

Class M1, 3.71% 3/1/34 (f)

2,500,000

2,520,658

Series 2003-W9 Class M1, 3.71% 3/25/34 (f)

1,800,000

1,812,305

Series 2004-W5 Class M1, 3.62% 4/25/34 (f)

830,000

830,994

Asset Backed Funding Certificates Series 2004-HE1 Class M2, 4.17% 1/25/34 (f)

485,000

493,320

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.3338% 4/15/33 (f)

377,713

377,990

Series 2003-HE3 Class A2, 3.3038% 6/15/33 (f)

105,319

105,344

Series 2003-HE5 Class A2B, 4% 8/15/33

302,492

294,833

Series 2003-HE7 Class A3, 3.3138% 12/15/33 (f)

1,059,039

1,063,407

Series 2004-HE3 Class M2, 4.14% 6/25/34 (f)

700,000

700,187

Series 2004-HE6 Class A2, 3.38% 6/25/34 (f)

4,614,281

4,624,569

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (f)

1,830,000

1,833,842

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Class M2, 3.52% 3/25/35 (f)

$ 460,000

$ 461,058

Bank One Issuance Trust:

Series 2002-B2 Class B2, 3.2938% 5/15/08 (f)

1,100,000

1,100,449

Series 2002-C2 Class C2, 3.9438% 5/15/08 (f)

7,345,000

7,365,158

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (f)

2,196,897

2,196,948

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (f)

1,859,078

1,863,007

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (f)

1,354,332

1,359,062

Bear Stearns Asset Backed Securities I:

Series 2004-BO1:

Class M2, 3.77% 9/25/34 (f)

794,000

801,137

Class M3, 4.07% 9/25/34 (f)

540,000

544,793

Class M4, 4.22% 9/25/34 (f)

460,000

466,384

Class M5, 4.42% 9/25/34 (f)

435,000

443,010

Series 2004-HE8:

Class M1, 3.67% 9/25/34 (f)

1,800,000

1,804,623

Class M2, 4.22% 9/25/34 (f)

890,000

886,933

BMW Vehicle Owner Trust Series 2005-A Class B, 4.42% 4/25/11

1,035,000

1,039,627

Capital Auto Receivables Asset Trust:

Series 2002-4, Class CTFS, 2.62% 3/17/08

589,069

584,813

Series 2002-5 Class B, 2.8% 4/15/08

581,353

577,338

Capital One Auto Finance Trust:

Series 2002-A Class A4, 4.79% 1/15/09

1,610,514

1,618,668

Series 2005-A Class A3, 4.28% 7/15/09

2,165,000

2,174,699

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (f)

1,000,000

1,001,173

Series 2001-1 Class B, 3.4638% 12/15/10 (f)

1,700,000

1,713,812

Series 2001-8A Class A, 4.6% 8/17/09

1,390,000

1,403,333

Capital One Multi-Asset Execution Trust Series 2003-B1 Class B1, 4.1238% 2/17/09 (f)

5,715,000

5,766,541

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(f)

645,000

645,000

Class B, 3.74% 7/20/39 (b)(f)

340,000

340,000

Class C, 4.09% 7/20/39 (b)(f)

435,000

435,000

CDC Mortgage Capital Trust Series 2002-HE2:

Class A, 3.31% 1/25/33 (f)

12,198

12,200

Class M1, 3.72% 1/25/33 (f)

899,998

903,902

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Chase Credit Card Master Trust Series 2003-6 Class B, 3.3038% 2/15/11 (f)

$ 2,150,000

$ 2,168,333

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.1538% 5/15/09 (f)

875,000

874,829

Chase Issuance Trust Series 2004-C3 Class C3, 3.4238% 6/15/12 (f)

3,305,000

3,312,041

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (f)

3,000,000

3,005,165

Series 2002-C1 Class C1, 3.76% 2/9/09 (f)

3,000,000

3,037,721

Series 2003-C1 Class C1, 3.69% 4/7/10 (f)

2,600,000

2,661,168

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(f)

1,872,885

1,873,079

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class M2, 5.02% 9/25/32 (f)

2,410,000

2,443,772

Series 2004-2:

Class 3A4, 3.27% 7/25/34 (f)

1,539,800

1,540,940

Class M1, 3.52% 5/25/34 (f)

1,075,000

1,077,303

Series 2004-3 Class 3A4, 3.27% 8/25/34 (f)

2,578,625

2,567,554

Series 2004-4:

Class A, 3.39% 8/25/34 (f)

687,773

688,425

Class M1, 3.5% 7/25/34 (f)

775,000

777,931

Class M2, 3.55% 6/25/34 (f)

920,000

923,315

CS First Boston Mortgage Securities Corp.:

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (f)

860,638

860,598

Class B1, 4.82% 4/25/34 (f)

1,295,000

1,294,934

Class M3, 3.67% 4/25/34 (f)

1,315,000

1,314,937

Series 2005-FIX1 Class A2, 4.31% 5/25/35

2,090,000

2,072,713

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (f)

1,775,000

1,785,504

Diversified REIT Trust Series 2000-1A Class A2, 6.971% 3/8/10 (b)

1,500,000

1,602,015

Drive Auto Receivables Trust Series 2005-1 Class A3, 3.75% 4/15/09 (b)

1,035,000

1,029,102

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5:

Class AB1, 2.7067% 5/28/35 (f)

2,359,937

2,357,223

Class AB3, 2.8394% 5/28/35 (f)

2,070,234

2,070,953

Class AB8, 2.8% 5/28/35 (f)

2,135,731

2,136,734

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(f)

2,645,000

2,663,598

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.72% 10/15/09

4,100,000

4,060,399

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Fremont Home Loan Trust:

Series 2004-1:

Class M1, 3.47% 2/25/34 (f)

$ 150,000

$ 149,993

Class M2, 3.52% 2/25/34 (f)

150,000

149,993

Series 2004-A Class M2, 4.17% 1/25/34 (f)

1,100,000

1,099,946

Series 2004-C:

Class M1, 3.67% 8/25/34 (f)

1,120,000

1,128,777

Class M3, 4.17% 8/25/34 (f)

3,000,000

3,064,882

Series 2004-D:

Class M4, 3.97% 11/25/34 (f)

295,000

296,559

Class M5, 4.02% 11/25/34 (f)

245,000

245,915

Class M6, 4.22% 11/25/34 (f)

270,000

269,831

Series 2005-A Class 2A2, 3.26% 2/25/35 (f)

3,215,000

3,219,342

GE Business Loan Trust Series 2004-2 Class A, 0.8454% 12/15/08 (b)(h)

87,317,000

1,800,913

Greenpoint Credit LLC Series 2001-1 Class 1A, 3.33% 4/20/32 (f)

928,006

925,470

GSAMP Trust:

Series 2002-NC1 Class A2, 3.34% 7/25/32 (f)

69,460

70,232

Series 2003-HE1 Class M2, 4.89% 6/20/33 (f)

1,810,000

1,850,693

Series 2003-HE2 Class M1, 3.67% 8/25/33 (f)

650,000

653,556

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(f)

3,050,000

3,046,392

Harwood Street Funding I LLC Series 2004-1A Class CTFS, 4.85% 9/20/09 (b)(f)

4,400,000

4,400,000

Home Equity Asset Trust:

Series 2002-2 Class A4, 3.37% 6/25/32 (f)

142,231

142,325

Series 2002-4 Class M2, 5.07% 3/25/33 (f)

400,000

406,175

Series 2002-5 Class A3, 3.54% 5/25/33 (f)

409,116

411,764

Series 2003-3 Class A4, 3.48% 2/25/33 (f)

337,581

339,378

Series 2003-5 Class A2, 3.37% 12/25/33 (f)

1,507,956

1,513,897

Series 2003-7 Class A2, 3.4% 3/25/34 (f)

1,549,612

1,553,248

Series 2003-8 Class M1, 3.74% 4/25/34 (f)

845,000

852,224

Series 2004-1 Class M2, 4.22% 6/25/34 (f)

655,000

660,784

Series 2004-2 Class A2, 3.31% 7/25/34 (f)

871,681

871,648

Series 2004-3:

Class M1, 3.59% 8/25/34 (f)

425,000

424,980

Class M2, 4.22% 8/25/34 (f)

465,000

464,977

Class M3, 4.47% 8/25/34 (f)

200,000

199,990

Series 2004-6 Class A2, 3.37% 12/25/34 (f)

3,161,250

3,171,253

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (b)

11,439

11,439

Series 2003-5N Class A, 7.5% 1/27/34 (b)

11,053

11,080

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

Household Automotive Trust Series 2004-1 Class A4, 3.93% 7/18/11

$ 1,170,000

$ 1,155,596

Household Home Equity Loan Trust:

Series 2002-3 Class A, 3.44% 7/20/32 (f)

401,648

402,323

Series 2003-2 Class M, 3.57% 9/20/33 (f)

341,070

341,854

Household Mortgage Loan Trust:

Series 2003-HC2 Class M, 3.59% 6/20/33 (f)

675,948

676,605

Series 2004-HC1 Class A, 3.34% 2/20/34 (f)

1,498,867

1,502,921

Household Private Label Credit Card Master Note Trust I:

Series 2002-2 Class B, 3.5038% 1/18/11 (f)

1,000,000

1,006,431

Series 2002-3 Class B, 4.2038% 9/15/09 (f)

1,215,000

1,220,080

MASTR Asset Backed Securities Trust Series 2004-FRE1 Class M1, 3.57% 7/25/34 (f)

1,146,000

1,151,862

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (f)

1,350,000

1,352,546

Series 2001-B2 Class B2, 3.3138% 1/15/09 (f)

4,750,000

4,764,507

Series 2002-B1 Class B1, 5.15% 7/15/09

1,025,000

1,041,671

Series 2002-B2 Class B2, 3.3338% 10/15/09 (f)

3,600,000

3,617,976

Series 2002-B3 Class B3, 3.3538% 1/15/08 (f)

1,100,000

1,100,465

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (f)

1,500,000

1,509,594

Series 1998-G Class B, 3.3538% 2/17/09 (f)

1,550,000

1,553,981

Series 2000-L Class B, 3.4538% 4/15/10 (f)

650,000

654,823

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 3.52% 7/25/34 (f)

425,000

424,980

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-OPT1 Class M1, 3.67% 7/25/34 (f)

1,145,000

1,153,831

Series 2004-CB6 Class A1, 3.35% 7/25/35 (f)

1,680,914

1,687,013

Series 2004-FM1 Class M2, 4.17% 1/25/35 (f)

300,000

305,632

Morgan Stanley ABS Capital I, Inc.:

Series 2003-HE1 Class M2, 4.92% 5/25/33 (f)

325,000

329,009

Series 2003-NC5 Class M2, 5.02% 4/25/33 (f)

575,000

583,823

Series 2004-HE6 Class A2, 3.36% 8/25/34 (f)

3,055,166

3,055,757

Series 2004-NC6 Class A2, 3.36% 7/25/34 (f)

913,581

916,271

Series 2004-NC7 Class A3, 3.32% 7/25/34 (f)

5,000,000

5,012,523

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC1 Class M2, 4.09% 10/25/31 (f)

150,595

150,780

Series 2002-AM3 Class A3, 3.51% 2/25/33 (f)

233,295

233,846

Series 2002-HE2 Class M1, 3.72% 8/25/32 (f)

1,150,000

1,156,444

Series 2002-NC1 Class M1, 3.82% 2/25/32 (b)(f)

616,912

621,423

Series 2003-NC1 Class M1, 4.07% 11/25/32 (f)

535,000

539,539

Series 2003-NC2 Class M2, 5.02% 2/25/33 (f)

615,000

627,168

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (b)(f)(h)

$ 1,725,000

$ 608,747

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (h)

1,885,000

990,568

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (h)

900,000

250,207

Navistar Financial Corp. Owner Trust Series 2001-B Class B, 4.83% 11/17/08

1,108,164

1,109,145

Nissan Auto Receivables OwnerTrust Series 2005-A Class A4, 3.82% 7/15/10

1,210,000

1,198,469

Onyx Acceptance Owner Trust:

Series 2002-C Class A4, 4.07% 4/15/09

809,815

811,419

Series 2005-A Class A3, 3.69% 5/15/09

890,000

884,732

Park Place Securities NIM Trust Series 2004-WHQN2 Class A, 4% 2/25/35 (b)

2,053,145

2,050,065

Park Place Securities, Inc.:

Series 2004 WWF1 Class M4, 4.12% 1/25/35 (f)

1,905,000

1,951,059

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (f)

640,000

644,539

Class M2, 3.7% 9/25/34 (f)

380,000

382,897

Class M3, 4.27% 9/25/34 (f)

730,000

740,237

Class M4, 4.47% 9/25/34 (f)

1,000,000

1,016,892

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (f)

2,323,310

2,333,001

Series 2004-WHQ2 Class A3E, 3.44% 2/25/35 (f)

1,990,924

1,997,623

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(f)

1,400,000

1,406,039

Residential Asset Mortgage Products, Inc.:

Series 2003-RZ2 Class A1, 3.6% 4/25/33

775,210

767,394

Series 2004-RS10 Class MII2, 4.27% 10/25/34 (f)

2,600,000

2,635,565

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-UP1 Class A, 3.45% 4/25/32 (b)

754,756

732,905

Saxon Asset Securities Trust Series 2004-2 Class MV1, 3.6% 8/25/35 (f)

980,000

983,947

Sears Credit Account Master Trust II:

Series 2002-4 Class B, 3.3788% 8/18/09 (f)

1,100,000

1,100,711

Series 2002-5 Class B, 4.2038% 11/17/09 (f)

2,200,000

2,208,593

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1:

Class A2, 3.27% 2/25/34 (f)

1,397,931

1,397,868

Class M1, 3.54% 2/25/34 (f)

610,000

610,814

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 2.69% 6/15/21 (f)

1,800,000

1,813,603

Series 2004-A:

Class B, 3.07% 6/15/33 (f)

400,000

406,797

Asset-Backed Securities - continued

Principal Amount

Value (Note 1)

SLM Private Credit Student Loan Trust: - continued

Class C, 3.44% 6/15/33 (f)

$ 1,020,000

$ 1,045,850

Series 2004-B Class C, 3.36% 9/15/33 (f)

1,900,000

1,899,563

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(f)

2,520,000

2,521,968

Terwin Mortgage Trust Series 2003-4HE Class A1, 3.45% 9/25/34 (f)

1,610,946

1,620,723

Triad Auto Receivables Owner Trust Series 2002-A Class A4, 3.24% 8/12/09

1,505,000

1,498,735

Volkswagen Auto Lease Trust:

Series 2004-A Class A3, 2.84% 7/20/07

2,610,000

2,581,864

Series 2005-A Class A4, 3.94% 10/20/10

3,625,000

3,606,479

WFS Financial Owner Trust:

Series 2004-3:

Class A4, 3.93% 2/17/12

5,000,000

4,950,752

Class D, 4.07% 2/17/12

1,238,315

1,234,854

Series 2004-4 Class D, 3.58% 5/17/12

1,100,000

1,091,354

Series 2005-1:

Class A3, 3.59% 10/19/09

3,465,000

3,437,667

Class D, 4.09% 8/15/12

830,000

824,990

World Omni Auto Receivables Trust Series 2005-A Class A3, 3.54% 6/12/09

1,080,000

1,071,319

TOTAL ASSET-BACKED SECURITIES

(Cost $278,482,153)

279,080,717

Collateralized Mortgage Obligations - 12.4%

Private Sponsor - 9.8%

Adjustable Rate Mortgage Trust floater:

Series 2004-1 Class 9A2, 3.42% 1/25/34 (f)

1,288,573

1,292,641

Series 2004-2 Class 7A3, 3.42% 2/25/35 (f)

2,510,533

2,518,099

Series 2004-4 Class 5A2, 3.42% 3/25/35 (f)

1,057,034

1,060,094

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (f)

1,237,888

1,237,888

Series 2005-2 Class 1A1, 3.27% 3/25/35 (f)

3,537,444

3,537,444

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(f)

2,000,000

2,000,000

Countrywide Home Loans, Inc.:

floater Series 2004-16 Class A1, 3.42% 9/25/34 (f)

2,604,869

2,602,417

sequential pay:

Series 2002-25 Class 2A1, 5.5% 11/27/17

837,145

840,861

Series 2002-32 Class 2A3, 5% 1/25/18

197,576

198,324

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (f)

$ 533,610

$ 533,285

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (f)

791,369

789,688

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (f)

1,302,130

1,304,326

Granite Mortgages PLC floater:

Series 2004-1 Class 1C, 3.95% 3/20/44 (f)

875,000

879,375

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (f)

2,000,000

2,000,047

Class 1C, 3.75% 6/20/44 (f)

890,000

892,295

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (f)

3,650,000

3,650,713

Class B, 3.1063% 7/15/40 (f)

565,000

565,177

Class C, 3.8606% 7/15/40 (f)

1,295,000

1,300,666

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (f)

2,526,550

2,537,272

Impac CMB Trust floater:

Series 2004-6 Class 1A2, 3.41% 10/25/34 (f)

908,679

907,716

Series 2004-9:

Class M2, 3.67% 1/25/35 (f)

928,607

932,882

Class M3, 3.72% 1/25/35 (f)

688,371

690,952

Class M4, 4.07% 1/25/35 (f)

351,115

352,206

Series 2005-1:

Class M1, 3.48% 4/25/35 (f)

778,695

779,182

Class M2, 3.52% 4/25/35 (f)

1,343,249

1,344,088

Class M3, 3.55% 4/25/35 (f)

330,945

331,088

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

342,399

347,963

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2544% 8/25/17 (f)

1,657,066

1,711,207

MASTR Adjustable Rate Mortgages Trust floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (f)

3,607,853

3,607,853

Merrill Lynch Mortgage Investors, Inc.:

floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (f)

2,421,454

2,437,963

Series 2003-F Class A2, 3.7075% 10/25/28 (f)

3,290,681

3,296,299

Series 2004-B Class A2, 2.8669% 6/25/29 (f)

4,453,599

4,445,712

Series 2004-C Class A2, 3.07% 7/25/29 (f)

3,088,397

3,081,159

Series 2004-D Class A2, 3.4725% 9/25/29 (f)

2,675,899

2,679,598

Series 2003-E Class XA1, 1% 10/25/28 (f)(h)

10,826,958

145,184

Series 2003-G Class XA1, 1% 1/25/29 (h)

9,490,785

134,022

Series 2003-H Class XA1, 1% 1/25/29 (b)(h)

8,291,058

118,856

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

Mortgage Asset Backed Securities Trust floater Series 2002-NC1 Class M1, 3.87% 10/25/32 (f)

$ 1,600,000

$ 1,608,798

MortgageIT Trust floater Series 2004-2:

Class A1, 3.39% 12/25/34 (f)

1,274,071

1,276,404

Class A2, 3.47% 12/25/34 (f)

1,722,355

1,733,392

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (f)

605,000

611,759

Permanent Financing No. 4 PLC floater Series 2:

Class C, 3.18% 6/10/42 (f)

1,495,000

1,502,328

Class M, 2.79% 6/10/42 (f)

345,000

346,256

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (f)

610,000

610,000

Series 2 Class C, 3.11% 6/10/42 (f)

915,000

919,861

Series 3 Class C, 3.28% 6/10/42 (f)

1,935,000

1,958,584

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

1,202,212

1,232,557

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (b)(h)

35,026,443

299,802

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (f)

964,299

963,992

Series 2003-6 Class A2, 2.5313% 11/20/33 (f)

2,128,240

2,128,020

Series 2003-7 Class A2, 2.885% 1/20/34 (f)

2,755,965

2,755,666

Series 2004-2 Class A, 3.5663% 3/20/34 (f)

1,080,587

1,081,757

Series 2004-3 Class A, 3.5463% 5/20/34 (f)

2,663,016

2,649,790

Series 2004-4 Class A, 2.4613% 5/20/34 (f)

2,297,320

2,294,158

Series 2004-5 Class A3, 2.82% 6/20/34 (f)

2,176,844

2,176,844

Series 2004-6 Class A3A, 3.0175% 6/20/35 (f)

1,884,327

1,886,024

Series 2004-7 Class A3A, 3.2275% 8/20/34 (f)

1,973,641

1,969,627

Series 2004-8 Class A2, 3.45% 9/20/34 (f)

2,751,543

2,752,950

Series 2005-1 Class A2, 3.1688% 2/20/35 (f)

1,799,483

1,799,483

Series 2003-7 Class X1, 0.7002% 1/20/34 (f)(h)

90,573,377

892,999

Series 2003-8 Class X1, 0.5753% 1/20/34 (f)(h)

49,356,985

516,580

Series 2004-1 Class X1, 0.8% 2/20/34 (h)

11,587,668

124,350

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(f)

670,035

670,451

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

303,383

315,917

Series 2004-RA2 Class 2A, 7% 7/25/33

546,067

561,416

Wells Fargo Mortgage Backed Securities Trust:

Series 2003-14 Class 1A1, 4.75% 12/25/18

1,926,994

1,913,145

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

Private Sponsor - continued

Wells Fargo Mortgage Backed Securities Trust: - continued

Series 2004-M Class A3, 4.7118% 8/25/34 (f)

$ 4,330,000

$ 4,322,092

Series 2005-AR2 Class 2A2, 4.57% 3/25/35

5,905,196

5,883,051

Series 2005-AR4 Class 2A2, 4.543% 4/25/35 (f)

9,862,916

9,830,695

Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (f)

10,200,000

10,189,242

TOTAL PRIVATE SPONSOR

126,862,532

U.S. Government Agency - 2.6%

Fannie Mae planned amortization class:

Series 1993-183 Class J, 6.5% 11/25/22

101,021

100,818

Series 1993-187 Class L, 6.5% 7/25/23

1,799,215

1,856,736

Series 1993-206 Class KA, 6.5% 12/25/22

21,629

21,586

Series 1994-30 Class JA, 5% 7/25/23

1,256,464

1,263,757

Series 1994-63 Class PH, 7% 6/25/23

26,180

26,128

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2001-71 Class QD, 6% 4/25/15

59,121

59,016

Series 2003-16 Class PA, 4.5% 11/25/09

193,682

193,941

Series 2003-19 Class MJ, 4.25% 5/25/30

1,834,910

1,815,322

Series 2004-31 Class IA, 4.5% 6/25/10 (h)

1,490,494

62,632

Freddie Mac sequential pay Series 2114 Class ZM, 6% 1/15/29

872,180

908,832

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

467,718

456,076

Series 2376 Class JC, 5.5% 2/15/14

26,961

26,925

Series 2420 Class BE, 6.5% 12/15/30

935,113

942,087

Series 2443 Class TD, 6.5% 10/15/30

953,082

962,178

Series 2489 Class PD, 6% 2/15/31

1,454,623

1,477,444

Series 2496 Class OC, 5.5% 9/15/14

5,073,250

5,110,884

Series 2640 Class QG, 2% 4/15/22

598,261

580,640

Series 2660 Class ML, 3.5% 7/15/22

12,165,000

11,985,176

sequential pay:

Series 2523 Class JB, 5% 6/15/15

2,022,127

2,041,984

Series 2609 Class UJ, 6% 2/15/17

2,092,179

2,191,334

Series 1803 Class A, 6% 12/15/08

353,814

362,560

Collateralized Mortgage Obligations - continued

Principal Amount

Value (Note 1)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class:

Series 2001-53 Class TA, 6% 12/20/30

$ 210,718

$ 211,363

Series 2002-5 Class PD, 6.5% 5/16/31

974,731

993,056

TOTAL U.S. GOVERNMENT AGENCY

33,650,475

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $160,766,653)

160,513,007

Commercial Mortgage Securities - 9.5%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(f)

1,155,000

1,166,165

Class D, 7.0373% 8/3/10 (b)(f)

1,545,000

1,560,177

280 Park Avenue Trust floater Series 2001-280 Class X1, 1.0138% 2/3/11 (b)(f)(h)

15,395,056

694,066

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

457,851

466,433

Series 1997-D5 Class PS1, 1.7259% 2/14/43 (f)(h)

10,596,866

557,047

Banc of America Commercial Mortgage, Inc.:

sequential pay Series 2005-1 Class A2, 4.64% 11/10/42

2,930,000

2,959,758

Series 2002-2 Class XP, 1.7839% 7/11/43 (b)(f)(h)

7,829,474

505,432

Series 2003-2 Class XP, 0.3743% 3/11/41 (b)(f)(h)

31,441,016

392,425

Series 2004-6 Class XP, 0.6475% 12/10/42 (f)(h)

14,605,000

395,362

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(f)

677,046

677,099

Series 2003-BBA2:

Class A3, 3.2738% 11/15/15 (b)(f)

1,145,000

1,146,482

Class C, 3.4238% 11/15/15 (b)(f)

235,000

236,058

Class D, 3.5038% 11/15/15 (b)(f)

365,000

367,123

Class F, 3.8538% 11/15/15 (b)(f)

260,000

261,871

Class H, 4.3538% 11/15/15 (b)(f)

235,000

236,706

Class J, 4.9038% 11/15/15 (b)(f)

245,000

246,924

Class K, 5.5538% 11/15/15 (b)(f)

220,000

221,837

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class A, 3.6% 12/25/33 (b)(f)

3,305,674

3,336,665

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(f)

1,397,714

1,396,732

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

Bayview Commercial Asset Trust: - continued

floater:

Class B, 4.92% 4/25/34 (b)(f)

$ 174,714

$ 175,806

Class M1, 3.58% 4/25/34 (b)(f)

87,357

87,548

Class M2, 4.22% 4/25/34 (b)(f)

87,357

87,944

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(f)

1,429,301

1,433,600

Class M1, 3.6% 8/25/34 (b)(f)

460,915

462,751

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(f)

1,564,453

1,567,358

Class A2, 3.44% 1/25/35 (b)(f)

244,446

244,900

Series 2004-1 Class IO, 1.25% 4/25/34 (b)(h)

15,092,834

910,877

Bear Stearns Commercial Mortgage Securities, Inc.:

floater:

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(f)

2,265,000

2,265,318

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(f)

350,000

351,040

Class F, 4% 1/14/16 (b)(f)

225,000

225,668

Series 2002-TOP8 Class X2, 2.1142% 8/15/38 (b)(f)(h)

8,392,586

704,664

Series 2003-PWR2 Class X2, 0.6525% 5/11/39 (b)(f)(h)

22,016,715

552,034

Series 2003-T12 Class X2, 0.7956% 8/13/39 (b)(f)(h)

20,962,771

565,984

Series 2004-PWR6 Class X2, 0.7321% 11/11/41 (b)(f)(h)

8,605,000

306,456

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.6174% 5/15/35 (b)(f)(h)

44,332,685

2,518,460

Chase Commercial Mortgage Securities Corp.:

floater Series 2000-FL1A Class B, 3.37% 12/12/13 (b)(f)

215,201

215,257

sequential pay:

Series 1999-2 Class A1, 7.032% 1/15/32

517,745

543,471

Series 2000-3 Class A1, 7.093% 10/15/32

1,007,230

1,060,230

Citigroup Commercial Mortgage Trust Series 2004-C2 Class XP, 1.0001% 10/15/41 (b)(f)(h)

10,000,000

474,813

COMM:

floater:

Series 2002-FL6 Class G, 4.8538% 6/14/14 (b)(f)

800,000

802,828

Series 2002-FL7:

Class D, 3.5238% 11/15/14 (b)(f)

520,000

520,712

Class H, 5.2038% 11/15/14 (b)(f)

1,232,000

1,233,269

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(f)

2,871,149

2,877,949

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

COMM: - continued

Series 2004-LBN2 Class X2, 1.115% 3/10/39 (b)(f)(h)

$ 3,449,238

$ 138,251

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class B, 5.7109% 9/15/30 (f)

3,420,000

3,608,584

Commercial Mortgage Asset Trust sequential pay Series 1999-C1 Class A3, 6.64% 1/17/32

675,000

726,997

Commercial Mortgage pass thru certificates:

floater:

Series 2004-CNL:

Class G, 3.9338% 9/15/14 (b)(f)

310,000

310,371

Class H, 4.0338% 9/15/14 (b)(f)

330,000

330,395

Class J, 4.5538% 9/15/14 (b)(f)

115,000

115,137

Class K, 4.9538% 9/15/14 (b)(f)

180,000

180,214

Class L, 5.1538% 9/15/14 (b)(f)

145,000

144,976

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(f)

107,857

107,957

Class D, 3.5038% 7/15/16 (b)(f)

250,260

250,313

Class E, 3.7038% 7/15/16 (b)(f)

176,884

176,973

Class F, 3.7538% 7/15/16 (b)(f)

189,837

189,992

Class H, 4.2538% 7/15/16 (b)(f)

543,536

544,107

Class J, 4.4038% 7/15/16 (b)(f)

211,325

211,546

Class K, 5.3038% 7/15/16 (b)(f)

237,218

237,183

Series 2004-CNL Class X1, 2.29% 9/15/14 (b)(f)(h)

23,140,000

451,954

Series 2005-LP5 Class XP, 0.3959% 5/10/43 (c)(f)(h)

18,895,000

365,352

CS First Boston Mortgage Securities Corp.:

floater:

Series 2003-TF2A:

Class A2, 3.2738% 11/15/14 (b)(f)

1,200,000

1,200,804

Class C, 3.5038% 11/15/14 (b)(f)

240,000

240,564

Class E, 3.9038% 11/15/14 (b)(f)

190,000

190,849

Class H, 4.8538% 11/15/14 (b)(f)

235,000

236,170

Class K, 6.0538% 11/15/14 (b)(f)

350,000

352,434

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(f)

350,000

349,980

Class B, 3.7038% 12/15/21 (b)(f)

915,000

914,948

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(f)

1,210,000

1,209,998

Class E, 3.2838% 2/15/20 (b)(f)

440,000

439,999

Class F, 3.3338% 2/15/20 (b)(f)

375,000

374,999

Class G, 3.4738% 2/15/20 (b)(f)

110,000

110,000

Class H, 3.7038% 2/15/20 (b)(f)

155,000

155,000

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

CS First Boston Mortgage Securities Corp.: - continued

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

$ 143,957

$ 146,213

Series 1999-C1 Class A2, 7.29% 9/15/41

3,000,000

3,295,549

Series 2001-CK3 Class A2, 6.04% 6/15/34

1,050,000

1,066,492

Series 2001-CK6 Class AX, 0.645% 9/15/18 (h)

19,437,250

688,362

Series 2003-C3 Class ASP, 1.8843% 5/15/38 (b)(f)(h)

25,206,918

1,601,834

Series 2003-C4 Class ASP, 0.5061% 8/15/36 (b)(f)(h)

17,984,547

326,376

Series 2004-C1 Class ASP, 1.0447% 1/15/37 (b)(f)(h)

16,474,773

640,055

Series 2005-C1 Class ASP, 0.5846% 2/15/38 (b)(f)(h)

20,300,000

416,921

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

975,000

1,046,768

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1:

Class A1A, 7.45% 6/10/33

701,145

716,850

Class A1B, 7.62% 6/10/33

1,770,000

1,995,631

EQI Financing Partnership I LP Series 1997-1 Class B, 7.37% 12/20/15 (b)

425,575

442,859

Equitable Life Assurance Society of the United States:

sequential pay Series 174 Class A1, 7.24% 5/15/06 (b)

1,000,000

1,031,914

Series 174 Class B1, 7.33% 5/15/06 (b)

500,000

516,109

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

2,549,277

2,671,525

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.5206% 5/15/33 (b)(f)(h)

11,717,696

453,183

GE Commercial Mortgage Corp.:

sequential pay Series 2004-C3 Class A2, 4.433% 7/10/39

1,805,000

1,804,526

Series 2005-C1 Class XP, 0.5437% 6/10/48 (h)

17,685,000

476,529

GGP Mall Properties Trust:

floater Series 2001-C1A Class A3, 3.6538% 2/15/14 (b)(f)

634,182

636,673

sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (b)

1,273,973

1,291,275

GMAC Commercial Mortgage Securities, Inc.:

sequential pay Series 1997-C2 Class A3, 6.566% 4/15/29

1,083,666

1,135,599

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

GMAC Commercial Mortgage Securities, Inc.: - continued

Series 2003-C3 Class X2, 0.7838% 12/10/38 (b)(f)(h)

$ 20,752,122

$ 609,164

Series 2004-C3 Class X2, 0.7494% 12/10/41 (f)(h)

13,590,000

431,996

Greenwich Capital Commercial Funding Corp.:

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (b)

1,150,000

1,149,856

Series 2003-C1 Class XP, 2.1684% 7/5/35 (b)(f)(h)

12,754,869

937,014

Series 2003-C2 Class XP, 1.0816% 1/5/36 (b)(f)(h)

23,799,950

981,208

Series 2005-GG3 Class XP, 0.8016% 8/10/42 (b)(h)

58,435,000

2,361,008

GS Mortgage Securities Corp. II:

sequential pay Series 2003-C1 Class A2A, 3.59% 1/10/40

1,705,000

1,680,829

Series 2004-C1 Class X2, 1.0219% 10/10/28 (b)(f)(h)

48,065,000

1,517,777

Hilton Hotel Pool Trust sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (b)

666,175

716,837

Host Marriot Pool Trust sequential pay Series 1999-HMTA:

Class A, 6.98% 8/3/15 (b)

525,230

555,352

Class B, 7.3% 8/3/15 (b)

505,000

557,278

Class D, 7.97% 8/3/15 (b)

425,000

468,778

J.P. Morgan Chase Commercial Mortgage Securities Corp.:

Series 2002-C3 Class X2, 1.2844% 7/12/35 (b)(f)(h)

6,600,777

274,196

Series 2003-CB7 Class X2, 0.8049% 1/12/38 (b)(f)(h)

4,639,376

151,493

Series 2003-LN1 Class X2, 0.7158% 10/15/37 (b)(f)(h)

27,972,092

776,805

Series 2004-C1 Class X2, 1.0725% 1/15/38 (b)(f)(h)

4,253,093

185,193

Series 2004-CB8 Class X2, 1.2163% 1/12/39 (b)(f)(h)

5,202,200

254,997

LB Commercial Conduit Mortgage Trust sequential pay Series 1998-C4 Class A1B, 6.21% 10/15/35

2,730,000

2,884,753

LB UBS Westfield Trust Series 2001-WM Class X, 0.5414% 7/14/16 (b)(f)(h)

12,429,927

391,433

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2003-C3 Class A2, 3.086% 5/15/27

1,465,000

1,415,564

Series 2002-C4 Class XCP, 1.4746% 10/15/35 (b)(f)(h)

13,355,000

667,081

Series 2002-C7 Class XCP, 1.1897% 1/15/36 (b)(h)

13,827,213

456,008

Series 2003-C1 Class XCP, 1.4818% 12/15/36 (b)(f)(h)

7,017,081

331,926

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

LB-UBS Commercial Mortgage Trust: - continued

Series 2004-C2 Class XCP, 1.4108% 3/1/36 (b)(h)

$ 11,355,047

$ 540,137

Series 2004-C6 Class XCP, 0.7447% 8/15/36 (b)(f)(h)

16,330,000

505,427

Lehman Brothers Floating Rate Commercial Mortgage Trust:

floater Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(f)

970,000

971,028

Class E, 3.85% 12/16/14 (b)(f)

2,080,000

2,090,807

Class J, 5% 12/16/14 (b)(f)

1,420,000

1,420,848

Series 2003-LLFA Class K1, 5.5% 12/16/14 (b)(f)

730,000

731,211

Merrill Lynch Mortgage Trust:

Series 2002-MW1 Class XP, 1.5856% 7/12/34 (b)(f)(h)

5,862,659

295,554

Series 2005-MKB2 Class XP, 0.4711% 9/12/42 (f)(h)

7,830,000

127,610

Morgan Stanley Capital I, Inc.:

sequential pay:

Series 1999-CAM1 Class A2, 6.76% 3/15/32

101,563

105,712

Series 1999-LIFE Class A1, 6.97% 4/15/33

504,496

527,329

Series 1997-RR:

Class B, 7.2162% 4/30/39 (b)(f)

698,591

705,390

Class C, 7.3462% 4/30/39 (b)(f)

1,275,066

1,324,119

Series 1999-1NYP Class F, 7.2472% 5/3/30 (b)(f)

1,690,000

1,723,027

Series 2003-IQ5 Class X2, 1.1277% 4/15/38 (b)(f)(h)

10,090,000

396,413

Series 2003-IQ6 Class X2, 0.6296% 12/15/41 (b)(f)(h)

16,995,000

497,199

Series 2005-HQ5 Class X2, 0.5436% 1/14/42 (f)(h)

17,785,000

313,098

Series 2005-IQ9 Class X2, 1.0828% 7/15/56 (b)(f)(h)

15,190,000

835,192

Series 2005-TOP17 Class X2, 0.4809% 12/13/41 (f)(h)

11,610,000

405,139

Morgan Stanley Dean Witter Capital I Trust:

floater Series 2002-XLF:

Class D, 3.77% 8/5/14 (b)(f)

1,063,655

1,070,299

Class F, 5.24% 8/5/14 (b)(f)

1,948,481

1,967,989

Series 2003-HQ2 Class X2, 1.4107% 3/12/35 (b)(f)(h)

12,600,323

780,222

Series 2003-TOP9 Class X2, 1.518% 11/13/36 (b)(f)(h)

8,393,006

515,898

Mortgage Capital Funding, Inc. sequential pay:

Series 1996-MC1 Class A2B, 7.9% 2/15/06

304,651

311,330

Series 1998-MC2 Class A2, 6.423% 6/18/30

1,304,085

1,371,126

Nationslink Funding Corp. sequential pay Series 1999-2 Class A1C, 7.03% 6/20/31

508,934

529,673

Commercial Mortgage Securities - continued

Principal Amount

Value (Note 1)

Salomon Brothers Mortgage Securities VII, Inc. floater Series 2001-CDCA Class C, 3.7538% 2/15/13 (b)(f)

$ 1,364,000

$ 1,320,763

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(f)

1,606,121

1,606,121

Trizechahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (b)

1,050,000

1,092,945

Class E3, 7.253% 3/15/13 (b)

1,555,000

1,631,589

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(f)

735,000

735,444

Class E, 3.4538% 3/15/14 (b)(f)

460,000

460,903

Class F, 3.5038% 3/15/14 (b)(f)

365,000

365,701

Class G, 3.7338% 3/15/14 (b)(f)

185,000

185,540

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(f)

375,000

375,000

Class KHP2, 3.5038% 1/15/18 (b)(f)

375,000

375,000

Class KHP3, 3.8038% 1/15/18 (b)(f)

440,000

440,000

Class KHP4, 3.9038% 1/15/18 (b)(f)

345,000

345,000

Class KHP5, 4.1038% 1/15/18 (b)(f)

400,000

400,000

Series 2003-C8 Class XP, 0.7191% 11/15/35 (b)(f)(h)

13,065,301

282,209

Series 2003-C9 Class XP, 0.6728% 12/15/35 (b)(f)(h)

8,781,285

210,068

Series 2004-WHL3X Class 1A, 1.16% 3/15/14 (b)(f)(h)

47,692,200

339,759

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $123,819,995)

123,264,954

Foreign Government and Government Agency Obligations - 0.3%

Chilean Republic 5.625% 7/23/07

740,000

759,980

United Mexican States 4.625% 10/8/08

3,190,000

3,167,670

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,904,708)

3,927,650

Fixed-Income Funds - 9.4%

Shares

Fidelity Ultra-Short Central Fund (g)
(Cost $122,005,038)

1,229,074

122,317,444

Cash Equivalents - 1.6%

Maturity Amount

Value (Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05)
(Cost $21,089,000)

$ 21,094,207

$ 21,089,000

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $1,337,757,074)

1,334,666,659

NET OTHER ASSETS - (2.8)%

(35,929,096)

NET ASSETS - 100%

$ 1,298,737,563

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Eurodollar Contracts

153 Eurodollar 90 Day Index Contracts

June 2005

$ 151,689,937

$ (40,330)

153 Eurodollar 90 Day Index Contracts

Sept. 2005

151,567,538

(71,323)

153 Eurodollar 90 Day Index Contracts

Dec. 2005

151,494,863

(56,368)

153 Eurodollar 90 Day Index Contracts

March 2006

151,447,050

(30,705)

142 Eurodollar 90 Day Index Contracts

June 2006

140,519,650

41,741

109 Eurodollar 90 Day Index Contracts

Sept. 2006

107,839,150

2,101

59 Eurodollar 90 Day Index Contracts

Dec. 2006

58,360,588

36,461

31 Eurodollar 90 Day Index Contracts

March 2007

30,662,100

58,001

7 Eurodollar 90 Day Index Contracts

June 2007

6,923,088

13,960

TOTAL EURODOLLAR CONTRACTS

(46,462)

Futures Contracts - continued

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

44 Eurodollar 90 Day Index Contracts

Sept. 2007

$ 43,513,250

$ 13,024

84 Eurodollar 90 Day Index Contracts

Dec. 2007

83,061,300

9,889

83 Eurodollar 90 Day Index Contracts

March 2008

82,068,325

(3,682)

63 Eurodollar 90 Day Index Contracts

June 2008

62,287,313

(9,640)

46 Eurodollar 90 Day Index Contracts

Sept. 2008

45,475,025

(13,109)

35 Eurodollar 90 Day Index Contracts

Dec. 2008

34,596,188

(13,278)

24 Eurodollar 90 Day Index Contracts

March 2009

23,721,600

(11,021)

TOTAL EURODOLLAR CONTRACTS

(27,817)

$ (74,279)

Swap Agreements

Value

Credit Default Swap

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (e)

March 2010

6,000,000

$ (24,707)

Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Lehman Brothers, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (e)

March 2010

6,000,000

(24,707)

Receive quarterly notional amount multiplied by .38% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

March 2009

1,300,000

5,621

Receive quarterly notional amount multiplied by .38% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

March 2009

500,000

2,162

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Receive quarterly notional amount multiplied by .41% and pay Merrill Lynch, Inc. upon default event of Talisman Energy, Inc., par value of the notional amount of Talisman Energy, Inc. 7.25% 10/15/27

March 2009

$ 1,000,000

$ 4,429

Receive quarterly notional amount multiplied by .47% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,100,000

1,701

Receive quarterly notional amount multiplied by .48% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

2,100,000

2,687

Receive quarterly notional amount multiplied by .5% and pay Merrill Lynch, Inc. upon default event of Consolidated Natural Gas Co., par value of the notional amount of Consolidated Natural Gas Co. 6.625% 12/1/08

July 2007

2,400,000

19,372

Receive quarterly notional amount multiplied by .5% and pay Merrill Lynch, Inc. upon default event of EnCana Corp., par value of the notional amount of EnCana Corp. 4.75% 10/15/13

June 2009

1,500,000

13,469

Receive quarterly notional amount multiplied by .52% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13

June 2010

1,100,000

3,458

Receive quarterly notional amount multiplied by .75% and pay Lehman Brothers, Inc. upon default event of AOL Time Warner, Inc., par value of the notional amount of AOL Time Warner, Inc. 6.875% 5/1/12

Sept. 2009

4,500,000

73,818

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Receive from Lehman Brothers, Inc. upon default event of General Motors Acceptance Corp., par value of the notional amount of General Motors Acceptance Corp. 6.875% 8/28/12 and pay quarterly notional amount multiplied by 3.5%

June 2006

$ 2,100,000

$ 3,260

Receive quarterly notional amount multiplied by 4.85% and pay Deutsche Bank upon default event of General Motors Corp., par value of the notional amount of General Motors Corp. 7.125% 7/15/13

June 2006

2,100,000

22

TOTAL CREDIT DEFAULT SWAP

32,700,000

80,585

Interest Rate Swap

Receive quarterly a fixed rate equal to 3.1422% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2007

8,280,000

(121,297)

TOTAL INTEREST RATE SWAP

8,280,000

(121,297)

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Goldman Sachs

July 2005

8,580,000

111,898

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 15 basis points with Lehman Brothers, Inc.

July 2005

5,590,000

70,167

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

3,420,000

39,806

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Goldman Sachs

August 2005

10,000,000

129,612

Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 37 basis points with Bank of America

June 2005

6,645,000

0

Swap Agreements - continued

Expiration Date

Underlying Face Amount at Value

Value

Total Return Swap - continued

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 10 basis points with Bank of America

Sept. 2005

$ 7,000,000

$ 23,137

Receive quarterly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 8 basis points with Bank of America

April 2005

6,645,000

(42,972)

TOTAL TOTAL RETURN SWAP

47,880,000

331,648

$ 88,860,000

$ 290,936

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $130,404,353 or 10.0% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,995,902.

(e) Dow Jones CDX N.A. Investment Grade 3 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income central fund's holdings is provided at the end of this report.

(h) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

Income Tax Information

At October 31, 2004, the fund had a capital loss carryforward of approximately $5,498,000 of which $1,754,000 and $3,744,000 will expire on October 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $21,089,000) (cost $1,337,757,074) - See accompanying schedule

$ 1,334,666,659

Cash

373,065

Receivable for investments sold

7,325,975

Receivable for swap agreements

9,649

Receivable for fund shares sold

2,989,546

Interest receivable

9,951,128

Swap agreements, at value

290,936

Prepaid expenses

3,726

Receivable from investment adviser for expense reductions

114,853

Total assets

1,355,725,537

Liabilities

Payable for investments purchased
Regular delivery

$ 10,332,451

Delayed delivery

40,277,750

Payable for fund shares redeemed

4,545,074

Distributions payable

460,500

Accrued management fee

458,761

Distribution fees payable

339,921

Payable for daily variation on futures contracts

100,503

Other affiliated payables

273,841

Other payables and accrued expenses

199,173

Total liabilities

56,987,974

Net Assets

$ 1,298,737,563

Net Assets consist of:

Paid in capital

$ 1,309,538,071

Undistributed net investment income

4,286,256

Accumulated undistributed net realized gain (loss) on investments

(12,235,812)

Net unrealized appreciation (depreciation) on investments

(2,850,952)

Net Assets

$ 1,298,737,563

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($367,626,153 ÷ 38,801,379 shares)

$ 9.47

Maximum offering price per share (100/98.50 of $9.47)

$ 9.61

Class T:
Net Asset Value
and redemption price per share ($544,591,415 ÷ 57,441,487 shares)

$ 9.48

Maximum offering price per share (100/98.50 of $9.48)

$ 9.62

Class B:
Net Asset Value
and offering price per share ($44,700,318 ÷ 4,710,316 shares)A

$ 9.49

Class C:
Net Asset Value
and offering price per share ($227,734,011 ÷ 24,015,548 shares)A

$ 9.48

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($114,085,666 ÷ 12,034,548 shares)

$ 9.48

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.

Semiannual Report

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Interest

$ 22,427,260

Security lending

1,930

Total income

22,429,190

Expenses

Management fee

$ 2,743,153

Transfer agent fees

1,413,309

Distribution fees

2,122,505

Accounting and security lending fees

202,562

Independent trustees' compensation

3,229

Custodian fees and expenses

23,100

Registration fees

83,122

Audit

30,353

Legal

3,383

Miscellaneous

171,029

Total expenses before reductions

6,795,745

Expense reductions

(292,727)

6,503,018

Net investment income

15,926,172

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(2,839,669)

Futures contracts

(60,127)

Swap agreements

(73,475)

Total net realized gain (loss)

(2,973,271)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(9,912,488)

Futures contracts

(1,902,900)

Swap agreements

(195,944)

Total change in net unrealized appreciation (depreciation)

(12,011,332)

Net gain (loss)

(14,984,603)

Net increase (decrease) in net assets resulting from operations

$ 941,569

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 15,926,172

$ 22,962,231

Net realized gain (loss)

(2,973,271)

5,207,128

Change in net unrealized appreciation (depreciation)

(12,011,332)

308,131

Net increase (decrease) in net assets resulting
from operations

941,569

28,477,490

Distributions to shareholders from net investment income

(16,373,656)

(21,460,300)

Distributions to shareholders from net realized gain

(1,086,013)

-

Total distributions

(17,459,669)

(21,460,300)

Share transactions - net increase (decrease)

14,881,959

137,865,371

Total increase (decrease) in net assets

(1,636,141)

144,882,561

Net Assets

Beginning of period

1,300,373,704

1,155,491,143

End of period (including undistributed net investment income of $4,286,256 and undistributed net investment income of $4,733,740, respectively)

$ 1,298,737,563

$ 1,300,373,704

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

$ 9.15

Income from Investment Operations

Net investment
incomeE

.124

.202

.261

.381G

.523

.551

Net realized and unrealized gain (loss)

(.118)

.040

.128

(.034)G

.386

(.028)

Total from investment operations

.006

.242

.389

.347

.909

.523

Distributions from net investment income

(.128)

(.192)

(.279)

(.397)

(.539)

(.553)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.136)

(.192)

(.279)

(.397)

(.539)

(.553)

Net asset value, end of period

$ 9.47

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

Total ReturnB,C,D

.06%

2.56%

4.16%

3.78%

10.22%

5.91%

Ratios to Average Net AssetsF

Expenses before expense
reductions

.92%A

.87%

.81%

.80%

.85%

.83%

Expenses net of voluntary waivers, if any

.86%A

.87%

.81%

.80%

.85%

.83%

Expenses net of all reductions

.86%A

.87%

.81%

.80%

.84%

.83%

Net investment
income

2.64%A

2.13%

2.74%

4.09%G

5.63%

6.05%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 367,626

$ 357,760

$ 186,290

$ 106,018

$ 38,240

$ 16,698

Portfolio
turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.15

Income from Investment Operations

Net investment
incomeE

.126

.207

.261

.381G

.525

.550

Net realized and unrealized gain (loss)

(.109)

.038

.118

(.036)G

.383

(.019)

Total from investment operations

.017

.245

.379

.345

.908

.531

Distributions from net investment income

(.129)

(.195)

(.279)

(.395)

(.538)

(.551)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.137)

(.195)

(.279)

(.395)

(.538)

(.551)

Net asset value, end of period

$ 9.48

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C,D

.18%

2.59%

4.04%

3.75%

10.21%

6.00%

Ratios to Average Net AssetsF

Expenses
before expense reductions

.87%A

.83%

.82%

.82%

.85%

.84%

Expenses net
of voluntary waivers, if any

.83%A

.83%

.82%

.82%

.85%

.84%

Expenses net of all reductions

.83%A

.83%

.82%

.82%

.85%

.83%

Net investment
income

2.67%A

2.16%

2.73%

4.07%G

5.62%

6.05%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 544,591

$ 517,440

$ 468,931

$ 388,495

$ 309,958

$ 279,306

Portfolio turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.56

$ 9.46

$ 9.43

Income from Investment Operations

Net investment incomeE

.089

.130

.183

.281H

Net realized and unrealized gain (loss)

(.109)

.038

.120

(.234)H

Total from investment operations

(.020)

.168

.303

.047

Distributions from net investment income

(.092)

(.118)

(.203)

(.017)

Distributions from net realized gain

(.008)

-

-

-

Total distributions

(.100)

(.118)

(.203)

(.017)

Net asset value, end of period

$ 9.49

$ 9.61

$ 9.56

$ 9.46

Total ReturnB,C,D

(.20)%

1.77%

3.23%

.50%

Ratios to Average Net AssetsG

Expenses before expense reductions

1.68%A

1.63%

1.61%

1.86%A

Expenses net of voluntary waivers,
if any

1.61%A

1.63%

1.61%

1.65%A

Expenses net of all reductions

1.61%A

1.63%

1.61%

1.65%A

Net investment income

1.88%A

1.36%

1.94%

3.59%A,H

Supplemental Data

Net assets, end of period
(000 omitted)

$ 44,700

$ 53,502

$ 49,353

$ 3,811

Portfolio turnover rate

87%A

87%

102%

111%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F For the period October 9, 2002 (commencement of sale of shares) to October 31, 2002.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.16

Income from Investment Operations

Net investment
incomeE

.087

.129

.182

.304G

.448

.467

Net realized
and unrealized gain (loss)

(.119)

.048

.118

(.037)G

.383

(.021)

Total from investment operations

(.032)

.177

.300

.267

.831

.446

Distributions from net investment income

(.090)

(.117)

(.200)

(.317)

(.461)

(.476)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.098)

(.117)

(.200)

(.317)

(.461)

(.476)

Net asset value, end of period

$ 9.48

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C,D

(.33)%

1.86%

3.19%

2.90%

9.30%

5.01%

Ratios to Average Net AssetsF

Expenses
before expense reductions

1.70%A

1.65%

1.64%

1.64%

1.68%

1.68%

Expenses
net of voluntary waivers, if any

1.66%A

1.65%

1.64%

1.64%

1.68%

1.68%

Expenses net of all reductions

1.66%A

1.65%

1.64%

1.63%

1.68%

1.67%

Net investment
income

1.83%A

1.34%

1.91%

3.25%G

4.80%

5.21%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 227,734

$ 273,166

$ 359,779

$ 283,046

$ 99,486

$ 50,824

Portfolio
turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Years ended October 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

$ 9.15

Income from Investment Operations

Net investment
incomeD

.134

.225

.278

.397F

.540

.564

Net realized and unrealized gain (loss)

(.109)

.038

.119

(.043)F

.387

(.015)

Total from investment operations

.025

.263

.397

.363

.927

.549

Distributions from net investment income

(.137)

(.213)

(.297)

(.413)

(.557)

(.569)

Distributions from net realized gain

(.008)

-

-

-

-

-

Total distributions

(.145)

(.213)

(.297)

(.413)

(.557)

(.569)

Net asset value, end of period

$ 9.48

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Total ReturnB,C

.27%

2.78%

4.24%

3.95%

10.43%

6.21%

Ratios to Average Net AssetsE

Expenses
before expense reductions

.68%A

.64%

.63%

.64%

.66%

.67%

Expenses net of voluntary waivers, if any

.66%A

.64%

.63%

.64%

.66%

.67%

Expenses net of all reductions

.66%A

.64%

.63%

.63%

.66%

.67%

Net investment income

2.84%A

2.35%

2.92%

4.25%F

5.81%

6.21%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 114,086

$ 98,505

$ 91,138

$ 65,330

$ 23,301

$ 7,655

Portfolio turnover rate

87%A

87%

102%

111%

145%

115%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Short Fixed-Income Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of four years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund and underlying fixed-income funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with

Semiannual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including Underlying Funds, are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Underlying Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including income from Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, prior period premium and discount on debt securities, market discount, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 5,597,426

Unrealized depreciation

(7,492,737)

Net unrealized appreciation (depreciation)

$ (1,895,311)

Cost for federal income tax purposes

$ 1,336,561,970

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. Certain funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Semiannual Report

2. Operating Policies - continued

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. Certain funds may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $157,885,282 and $124,734,856, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 271,868

$ 2,808

Class T

0%

.15%

394,602

6,738

Class B

.65%

.25%

221,433

160,621

Class C

.75%

.25%

1,234,602

163,123

$ 2,122,505

$ 333,290

Sales Load. FDC receives a front-end sales charge of up to 1.50% for selling Class A and Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of a contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 3% to 1% for Class B, 1% for Class C and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 28,888

Class T

25,868

Class B*

79,026

Class C*

24,132

$ 157,914

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 467,989

.26*

Class T

559,779

.21*

Class B

63,634

.26*

Class C

227,419

.19*

Institutional Class

94,488

.18*

$ 1,413,309

*Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,029,233 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At period end there were no security loans outstanding.

7. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 105,257

Class T

.90% - .83%*

110,733

Class B

1.65% - 1.58%*

15,291

Class C

1.75% - 1.68%*

46,570

Institutional Class

.75% - .68%*

12,300

$ 290,151

* Expense limitation in effect at period end.

In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2,576.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. 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.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 14% of the total outstanding shares of the fund.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004

From net investment income

Class A

$ 4,862,911

$ 5,013,218

Class T

7,132,489

9,968,400

Class B

476,312

631,694

Class C

2,333,449

3,806,748

Institutional Class

1,568,495

2,040,240

Total

$ 16,373,656

$ 21,460,300

From net realized gain

Class A

$ 299,982

$ -

Class T

436,716

-

Class B

43,394

-

Class C

219,150

-

Institutional Class

86,771

-

Total

$ 1,086,013

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
April 30,
2005

Year ended
October 31,
2004

Six months ended April 30,
2005

Year ended
October 31,
2004

Class A

Shares sold

8,425,950

29,233,051

$ 80,112,351

$ 278,943,707

Reinvestment of distributions

477,211

439,890

4,532,748

4,211,651

Shares redeemed

(7,381,265)

(11,910,485)

(70,175,433)

(113,916,095)

Net increase (decrease)

1,521,896

17,762,456

$ 14,469,666

$ 169,239,263

Class T

Shares sold

14,947,492

28,914,757

$ 142,155,541

$ 277,148,967

Reinvestment of distributions

697,282

903,574

6,628,236

8,659,227

Shares redeemed

(12,086,609)

(25,026,151)

(114,977,500)

(239,735,328)

Net increase (decrease)

3,558,165

4,792,180

$ 33,806,277

$ 46,072,866

Class B

Shares sold

566,526

2,729,377

$ 5,398,328

$ 26,154,196

Reinvestment of distributions

44,660

53,426

425,084

512,510

Shares redeemed

(1,467,121)

(2,378,750)

(13,968,868)

(22,795,089)

Net increase (decrease)

(855,935)

404,053

$ (8,145,456)

$ 3,871,617

Class C

Shares sold

2,155,855

7,826,650

$ 20,483,514

$ 75,024,654

Reinvestment of distributions

171,184

249,628

1,627,835

2,393,112

Shares redeemed

(6,750,975)

(17,295,166)

(64,267,394)

(165,609,343)

Net increase (decrease)

(4,423,936)

(9,218,888)

$ (42,156,045)

$ (88,191,577)

Institutional Class

Shares sold

4,355,270

6,288,234

$ 41,455,664

$ 60,243,381

Reinvestment of distributions

123,861

131,407

1,177,215

1,258,983

Shares redeemed

(2,703,609)

(5,702,420)

(25,725,362)

(54,629,162)

Net increase (decrease)

1,775,522

717,221

$ 16,907,517

$ 6,873,202

11. New Fee Arrangements.

On May 19, 2005, the Board of Trustees approved an amended management contract effective June 1, 2005. The amended contract reduces the management fee from .43% to .33% of average net assets.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

PROPOSAL 3

To modify the fundamental investment objective of Fidelity Advisor Short Fixed-Income Fund.

# of
Votes

% of
Votes

Affirmative

451,735,409.15

68.509

Against

33,917,535.64

5.144

Abstain

33,600,977.19

5.096

Broker
Non-Votes

140,124,910.57

21.251

TOTAL

659,378,832.55

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

The following is a complete listing of Investments for Fidelity's
fixed-income central fund as of April 30, 2005 which is an
investment of Fidelity Advisor Short Fixed-Income Fund.

Semiannual Report

Fidelity Ultra-Short Central Fund
Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 4.1%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Auto Components - 0.4%

DaimlerChrysler NA Holding Corp.:

3.45% 9/10/07 (e)

$ 16,665,000

$ 16,497,517

3.47% 5/24/06 (e)

4,700,000

4,703,929

21,201,446

Media - 1.0%

AOL Time Warner, Inc. 5.625% 5/1/05

15,000,000

15,000,000

Continental Cablevision, Inc. 8.3% 5/15/06

8,000,000

8,341,448

Cox Communications, Inc. 3.55% 12/14/07 (b)(e)

12,140,000

12,211,080

Liberty Media Corp. 4.51% 9/17/06 (e)

17,000,000

17,201,620

Time Warner, Inc. 7.75% 6/15/05

7,500,000

7,536,743

60,290,891

TOTAL CONSUMER DISCRETIONARY

81,492,337

FINANCIALS - 1.2%

Capital Markets - 0.2%

State Street Capital Trust II 3.2944% 2/15/08 (e)

10,000,000

10,031,700

Commercial Banks - 0.3%

Wells Fargo & Co. 3% 3/10/08 (e)

16,600,000

16,588,264

Consumer Finance - 0.5%

General Motors Acceptance Corp.:

4.3948% 10/20/05 (e)

14,765,000

14,733,063

4.75% 5/19/05 (e)

6,855,000

6,857,002

Household Finance Corp. 8% 5/9/05

11,000,000

11,007,315

32,597,380

Real Estate - 0.0%

Regency Centers LP 7.125% 7/15/05

700,000

705,242

Thrifts & Mortgage Finance - 0.2%

Countrywide Financial Corp. 3.29% 4/11/07 (e)

11,025,000

11,026,918

TOTAL FINANCIALS

70,949,504

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.0%

British Telecommunications PLC 7.875% 12/15/05

18,145,000

18,599,623

Deutsche Telekom International Finance BV 8.25% 6/15/05

16,638,000

16,731,372

France Telecom SA 7.45% 3/1/06 (a)

5,600,000

5,762,047

GTE Corp. 6.36% 4/15/06

9,000,000

9,196,263

Nonconvertible Bonds - continued

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Sprint Capital Corp. 4.78% 8/17/06

$ 6,000,000

$ 6,041,202

Telefonica Europe BV 7.35% 9/15/05

4,500,000

4,561,916

60,892,423

Wireless Telecommunication Services - 0.1%

AT&T Wireless Services, Inc. 7.35% 3/1/06

5,500,000

5,659,049

TOTAL TELECOMMUNICATION SERVICES

66,551,472

UTILITIES - 0.4%

Electric Utilities - 0.2%

Pinnacle West Energy Corp. 3.63% 4/1/07 (b)(e)

12,800,000

12,793,958

Gas Utilities - 0.2%

NiSource Finance Corp. 7.625% 11/15/05

9,250,000

9,438,904

TOTAL UTILITIES

22,232,862

TOTAL NONCONVERTIBLE BONDS

(Cost $241,607,358)

241,226,175

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

1.55% 5/4/05

90,000,000

89,991,982

1.8% 5/27/05 (d)

60,000,000

59,945,100

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $150,000,004)

149,937,082

Asset-Backed Securities - 37.5%

Accredited Mortgage Loan Trust:

Series 2004-2 Class A2, 3.32% 7/25/34 (e)

9,019,681

9,019,255

Series 2004-3 Class 2A4, 3.32% 10/25/34 (e)

10,915,000

10,960,912

Series 2004-4:

Class A2D, 3.37% 1/25/35 (e)

3,986,475

3,997,856

Class M2, 4.37% 1/25/35 (e)

1,425,000

1,453,307

Class M3, 4.27% 1/25/35 (e)

550,000

567,437

Series 2005-1:

Class M1, 3.6% 4/25/35 (e)

11,280,000

11,294,252

Class M2, 3.71% 4/25/35 (e)

5,275,000

5,288,431

Asset-Backed Securities - continued

Principal Amount

Value

ACE Securities Corp.:

Series 2002-HE1:

Class A, 3.5% 6/25/32 (e)

$ 57,499

$ 57,506

Class M1, 3.66% 6/25/32 (e)

2,110,000

2,129,004

Series 2002-HE2 Class M1, 3.87% 8/25/32 (e)

21,525,000

21,631,682

Series 2003-FM1 Class M2, 4.87% 11/25/32 (e)

3,015,000

3,062,913

Series 2003-HS1:

Class M1, 3.71% 6/25/33 (e)

800,000

804,576

Class M2, 4.77% 6/25/33 (e)

856,000

872,891

Series 2003-NC1 Class M1, 3.8% 7/25/33 (e)

1,600,000

1,614,648

Series 2004-HE1:

Class M1, 3.62% 2/25/34 (e)

2,193,000

2,193,282

Class M2, 4.27% 2/25/34 (e)

2,475,000

2,476,025

Series 2004-OP1:

Class M1, 3.47% 4/25/34 (e)

4,420,000

4,424,363

Class M2, 3.52% 4/25/34 (e)

6,240,000

6,251,111

Series 2005-HE2:

Class M1, 3.54% 4/25/35 (e)

1,530,000

1,531,377

Class M2, 3.47% 4/25/35 (e)

1,803,000

1,803,000

Class M3, 3.42% 4/25/35 (e)

1,040,000

1,040,000

Class M4, 3.46% 4/25/35 (e)

1,340,000

1,340,576

Class M5, 3.47% 4/25/35 (e)

1,230,000

1,230,529

Series 2005-HE3:

Class A2A, 3.06% 5/25/35 (e)

8,735,000

8,735,000

Class A2B, 3.17% 5/25/35 (e)

4,370,000

4,370,000

Series 2005-SD1 Class A1, 3.42% 11/25/50 (e)

3,152,564

3,153,398

Aesop Funding II LLC Series 2005-1A Class A2, 3.05% 4/20/09 (b)(e)

8,800,000

8,785,920

American Express Credit Account Master Trust:

Series 2002-4 Class B, 3.2638% 2/15/08 (e)

10,000,000

10,004,126

Series 2002-6 Class B, 3.4038% 3/15/10 (e)

5,000,000

5,035,808

Series 2004-1 Class B, 3.2038% 9/15/11 (e)

5,775,000

5,799,717

Series 2004-C Class C, 3.4538% 2/15/12 (b)(e)

17,992,640

18,031,662

Series 2005-1 Class A, 2.9838% 10/15/12 (e)

15,455,000

15,455,000

AmeriCredit Automobile Receivables Trust:

Series 2002-EM Class A4A, 3.67% 6/8/09

25,000,000

24,976,583

Series 2003-AM:

Class A3B, 3.2406% 6/6/07 (e)

2,289,874

2,290,971

Class A4B, 3.3406% 11/6/09 (e)

12,400,000

12,454,447

Series 2003-BX Class A4B, 3.2506% 1/6/10 (e)

3,265,000

3,278,330

Series 2003-CF Class A3, 2.75% 10/9/07

17,500,000

17,451,847

Series 2005-1 Class C, 4.73% 7/6/10

15,500,000

15,563,550

Asset-Backed Securities - continued

Principal Amount

Value

Ameriquest Mortgage Securities, Inc.:

Series 2002-3 Class M1, 3.42% 8/25/32 (e)

$ 3,740,753

$ 3,754,949

Series 2002-AR1 Class M2, 4.32% 9/25/32 (e)

1,698,000

1,700,237

Series 2003-1:

Class A2, 3.43% 2/25/33 (e)

960,511

962,994

Class M1, 3.92% 2/25/33 (e)

3,330,000

3,390,874

Series 2003-3:

Class M1, 3.82% 3/25/33 (e)

1,564,902

1,584,236

Class S, 5% 9/25/05 (f)

4,457,447

71,560

Series 2003-6:

Class AV3, 3.34% 8/25/33 (e)

737,620

737,836

Class M1, 3.78% 8/25/33 (e)

7,560,000

7,610,464

Class M2, 4.87% 5/25/33 (e)

2,750,000

2,801,797

Series 2003-AR1 Class M1, 3.73% 1/25/33 (e)

7,000,000

7,082,751

Series 2004-R2:

Class M1, 3.45% 4/25/34 (e)

1,230,000

1,229,941

Class M2, 3.5% 4/25/34 (e)

950,000

949,955

Class M3, 3.57% 4/25/34 (e)

3,500,000

3,499,832

Class M4, 4.07% 4/25/34 (e)

4,500,000

4,499,780

Series 2004-R9 Class A3, 3.34% 10/25/34 (e)

9,340,000

9,368,730

Series 2005-R1:

Class M1, 3.47% 3/25/35 (e)

5,710,000

5,712,189

Class M2, 3.5% 3/25/35 (e)

1,925,000

1,925,724

Series 2005-R2 Class M1, 3.47% 4/25/35 (e)

12,500,000

12,500,000

Amortizing Residential Collateral Trust:

Series 2002-BC3 Class A, 3.35% 6/25/32 (e)

2,629,663

2,639,945

Series 2002-BC6 Class M1, 3.77% 8/25/32 (e)

24,900,000

25,125,923

Series 2002-BC7:

Class M1, 3.65% 10/25/32 (e)

10,000,000

10,096,880

Class M2, 3.92% 10/25/32 (e)

5,575,000

5,617,777

Series 2003-BC1 Class M2, 4.12% 1/25/32 (e)

2,049,617

2,055,237

ARG Funding Corp.:

Series 2005-1A Class A2, 2.952% 4/20/09 (b)(e)

11,000,000

11,000,000

Series 2005-2A Class A2, 2.97% 5/20/09 (b)(e)

5,200,000

5,200,000

Argent Securities, Inc.:

Series 2003-W3 Class M2, 4.82% 9/25/33 (e)

20,000,000

20,659,184

Series 2003-W7 Class A2, 3.41% 3/1/34 (e)

5,524,422

5,536,989

Series 2004-W5 Class M1, 3.62% 4/25/34 (e)

3,960,000

3,964,743

Series 2004-W7:

Class M1, 3.57% 5/25/34 (e)

4,085,000

4,084,803

Class M2, 3.62% 5/25/34 (e)

3,320,000

3,319,840

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2002-HE2 Class M2, 4.0838% 8/15/32 (e)

978,000

981,157

Asset-Backed Securities - continued

Principal Amount

Value

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2003-HE2:

Class A2, 3.3338% 4/15/33 (e)

$ 2,113,033

$ 2,114,582

Class M1, 3.8538% 4/15/33 (e)

9,000,000

9,057,508

Series 2003-HE3:

Class M1, 3.7838% 6/15/33 (e)

2,185,000

2,202,389

Class M2, 4.9538% 6/15/33 (e)

10,000,000

10,249,478

Series 2003-HE4 Class M2, 4.9538% 8/15/33 (e)

5,695,000

5,823,648

Series 2003-HE5 Class A2A, 3.3138% 8/15/33 (e)

3,859,234

3,862,681

Series 2003-HE6 Class M1, 3.67% 11/25/33 (e)

3,475,000

3,501,425

Series 2004-HE3:

Class M1, 3.56% 6/25/34 (e)

1,450,000

1,450,440

Class M2, 4.14% 6/25/34 (e)

3,350,000

3,350,893

Series 2004-HE6 Class A2, 3.38% 6/25/34 (e)

21,097,293

21,144,334

Series 2005-HE2:

Class M1, 3.47% 3/25/35 (e)

8,250,000

8,267,322

Class M2, 3.52% 3/25/35 (e)

2,065,000

2,069,748

Bank One Issuance Trust:

Series 2002-B1 Class B1, 3.3338% 12/15/09 (e)

20,655,000

20,754,200

Series 2002-B2 Class B2, 3.2938% 5/15/08 (e)

15,000,000

15,006,119

Series 2002-B3 Class B, 3.3138% 8/15/08 (e)

14,500,000

14,513,069

Series 2002-C1 Class C1, 3.9138% 12/15/09 (e)

7,980,000

8,078,097

Series 2002-C2 Class C2, 3.9438% 5/15/08 (e)

35,785,000

35,883,212

Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.27% 5/28/44 (e)

9,677,240

9,677,467

Bayview Financial Asset Trust Series 2000-F Class A, 3.35% 9/28/43 (e)

10,623,302

10,645,753

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.3% 2/28/44 (e)

6,466,458

6,489,044

Bear Stearns Asset Backed Securities I:

Series 2005-HE2:

Class M1, 3.52% 2/25/35 (e)

6,655,000

6,662,876

Class M2, 3.77% 2/25/35 (e)

2,430,000

2,434,608

Series 2005-HE5 Class 1A1, 3.31% 11/25/28 (c)(e)

12,075,000

12,075,000

Capital Auto Receivables Asset Trust:

Series 2002-5 Class B, 2.8% 4/15/08

3,633,457

3,608,361

Series 2003-1 Class B, 3.4238% 6/15/10 (b)(e)

7,116,746

7,140,352

Series 2003-2 Class B, 3.2338% 1/15/09 (e)

3,333,951

3,339,298

Capital One Auto Finance Trust:

Series 2003-A Class A4B, 3.2338% 1/15/10 (e)

9,630,000

9,659,860

Series 2004-B Class A4, 3.0638% 8/15/11 (e)

16,300,000

16,299,993

Asset-Backed Securities - continued

Principal Amount

Value

Capital One Master Trust:

Series 1999-3 Class B, 3.4338% 9/15/09 (e)

$ 5,000,000

$ 5,005,867

Series 2001-1 Class B, 3.4638% 12/15/10 (e)

19,500,000

19,658,434

Series 2001-8A Class B, 3.5038% 8/17/09 (e)

9,585,000

9,644,489

Series 2002-4A Class B, 3.4538% 3/15/10 (e)

6,000,000

6,033,530

Capital One Multi-Asset Execution Trust:

Series 2002-B1 Class B1, 3.6338% 7/15/08 (e)

17,705,000

17,725,779

Series 2003-B1 Class B1, 4.1238% 2/17/09 (e)

15,470,000

15,609,518

Capital Trust Ltd. Series 2004-1:

Class A2, 3.44% 7/20/39 (b)(e)

2,968,000

2,968,000

Class B, 3.74% 7/20/39 (b)(e)

1,550,000

1,550,000

Class C, 4.09% 7/20/39 (b)(e)

1,994,000

1,994,000

CDC Mortgage Capital Trust:

Series 2001-HE1 Class M1, 4.05% 1/25/32 (e)

4,244,221

4,265,690

Series 2002-HE2 Class M1, 3.72% 1/25/33 (e)

9,999,980

10,043,354

Series 2002-HE3:

Class M1, 4.12% 3/25/33 (e)

21,499,948

21,854,618

Class M2, 5.27% 3/25/33 (e)

9,968,976

10,195,021

Series 2003-HE1:

Class M1, 3.92% 8/25/33 (e)

1,989,998

1,999,310

Class M2, 4.97% 8/25/33 (e)

4,369,996

4,438,752

Series 2003-HE2 Class A, 3.37% 10/25/33 (e)

3,405,270

3,417,561

Series 2003-HE3:

Class M1, 3.72% 11/25/33 (e)

2,254,989

2,277,351

Class M2, 4.77% 11/25/33 (e)

1,719,992

1,759,027

Series 2004-HE2 Class M2, 4.22% 7/26/34 (e)

2,345,000

2,344,883

Chase Credit Card Owner Trust:

Series 2001-6 Class B, 3.4338% 3/16/09 (e)

1,305,000

1,312,314

Series 2002-4 Class B, 3.2638% 10/15/07 (e)

12,000,000

12,001,374

Series 2002-6 Class B, 3.3038% 1/15/08 (e)

11,850,000

11,855,543

Series 2004-1 Class B, 3.1538% 5/15/09 (e)

4,105,000

4,104,199

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.7906% 10/15/07 (e)

17,500,000

17,530,126

Series 2001-B2 Class B2, 2.93% 12/10/08 (e)

11,945,000

12,008,037

Series 2002-B1 Class B1, 3.39% 6/25/09 (e)

9,010,000

9,047,856

Series 2002-C1 Class C1, 3.76% 2/9/09 (e)

17,500,000

17,720,038

Series 2003-B1 Class B1, 3.25% 3/7/08 (e)

25,000,000

25,052,343

Series 2003-C1 Class C1, 3.69% 4/7/10 (e)

17,785,000

18,203,410

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.43% 12/25/33 (b)(e)

8,707,614

8,708,517

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.45% 5/25/33 (e)

1,926,899

1,931,572

Series 2003-BC1 Class M2, 5.02% 9/25/32 (e)

11,065,000

11,220,056

Asset-Backed Securities - continued

Principal Amount

Value

Countrywide Home Loans, Inc.: - continued

Series 2003-SD3 Class A1, 3.44% 12/25/32 (b)(e)

$ 1,235,933

$ 1,243,025

Series 2004-2 Class M1, 3.52% 5/25/34 (e)

5,200,000

5,211,138

Series 2004-3:

Class 3A4, 3.27% 8/25/34 (e)

669,049

666,176

Class M1, 3.52% 6/25/34 (e)

1,475,000

1,476,373

Series 2004-4:

Class A, 3.39% 8/25/34 (e)

3,266,921

3,270,019

Class M1, 3.5% 7/25/34 (e)

3,650,000

3,663,804

Class M2, 3.55% 6/25/34 (e)

4,395,000

4,410,834

Series 2005-1:

Class 1AV2, 3.22% 5/25/35 (e)

8,780,000

8,780,000

Class M1, 3.44% 8/25/35 (e)

19,600,000

19,600,000

Class MV1, 3.42% 7/25/35 (e)

3,135,000

3,132,061

Class MV2, 3.46% 7/25/35 (e)

3,765,000

3,763,235

Class MV3, 3.5% 7/25/35 (e)

1,560,000

1,559,269

Series 2005-3 Class MV1, 3.44% 8/25/35 (e)

11,125,000

11,125,000

Series 2005-AB1 Class A2, 3.23% 8/25/35 (e)

17,520,000

17,525,475

CS First Boston Mortgage Securities Corp.:

Series 2003-8 Class A2, 3.41% 4/25/34 (e)

3,265,727

3,280,809

Series 2004-FRE1:

Class A2, 3.37% 4/25/34 (e)

3,857,201

3,857,023

Class M3, 3.67% 4/25/34 (e)

5,885,000

5,884,716

Discover Card Master Trust I Series 2003-4 Class B1, 3.2838% 5/16/11 (e)

8,155,000

8,203,261

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 2.8394% 5/28/35 (e)

8,864,848

8,867,929

Fieldstone Mortgage Investment Corp.:

Series 2003-1:

Class M1, 3.7% 11/25/33 (e)

1,300,000

1,313,121

Class M2, 4.77% 11/25/33 (e)

700,000

720,960

Series 2004-1 Class M2, 4.12% 1/25/35 (e)

3,700,000

3,747,278

Series 2004-2 Class M2, 4.17% 7/25/34 (e)

9,890,000

9,889,518

First Franklin Mortgage Loan Asset Backed Certificates:

Series 2005-FF2 Class A2A, 2.96% 3/25/35 (e)

8,400,000

8,400,000

Series 2005-FF2 Class M6, 3.57% 3/25/35 (e)

6,950,000

6,950,000

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.57% 3/25/34 (e)

400,000

401,577

Class M4, 3.92% 3/25/34 (e)

300,000

303,158

Class M6, 4.27% 3/25/34 (e)

400,000

403,794

First USA Credit Card Master Trust Series 2001-4 Class B, 3.31% 1/12/09 (e)

15,000,000

15,042,665

Asset-Backed Securities - continued

Principal Amount

Value

First USA Secured Note Trust Series 2001-3 Class C, 4.04% 11/19/08 (b)(e)

$ 11,580,000

$ 11,661,421

Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.3838% 10/15/07 (e)

19,600,000

19,688,088

Fremont Home Loan Trust:

Series 2004-1:

Class 1A1, 3.24% 2/25/34 (e)

3,507,165

3,507,005

Class M1, 3.47% 2/25/34 (e)

750,000

749,964

Class M2, 3.52% 2/25/34 (e)

800,000

799,962

Series 2004-C Class 2A2, 3.57% 8/25/34 (e)

10,000,000

10,090,707

Series 2005-A:

Class 2A2, 3.26% 2/25/35 (e)

11,850,000

11,866,003

Class M1, 3.45% 1/25/35 (e)

1,603,000

1,604,865

Class M2, 3.48% 1/25/35 (e)

2,325,000

2,328,490

Class M3, 3.51% 1/25/35 (e)

1,250,000

1,252,312

Class M4, 3.7% 1/25/35 (e)

925,000

928,424

Class M5, 3.72% 1/25/35 (e)

925,000

928,748

Class M6, 3.8% 1/25/35 (e)

1,125,000

1,127,446

GE Business Loan Trust Series 2003-1 Class A, 3.3838% 4/15/31 (b)(e)

5,995,317

6,036,685

Gracechurch Card Funding PLC:

Series 5:

Class B, 3.8838% 8/15/08 (e)

1,520,000

1,521,712

Class C, 3.8838% 8/15/08 (e)

5,580,000

5,606,278

Series 6 Class B, 3.1438% 2/17/09 (e)

1,030,000

1,031,075

GSAMP Trust:

Series 2002-HE Class M1, 4.24% 11/20/32 (e)

3,017,000

3,077,782

Series 2002-NC1:

Class A2, 3.34% 7/25/32 (e)

866,997

876,628

Class M1, 3.66% 7/25/32 (e)

8,861,000

8,990,090

Series 2003-FM1 Class M1, 3.81% 3/20/33 (e)

15,000,000

15,197,616

Series 2004-FF3 Class M2, 4.16% 5/25/34 (e)

4,650,000

4,732,538

Series 2004-FM1:

Class M1, 3.67% 11/25/33 (e)

2,865,000

2,864,862

Class M2, 4.42% 11/25/33 (e)

1,975,000

2,010,087

Series 2004-FM2:

Class M1, 3.52% 1/25/34 (e)

3,500,000

3,499,832

Class M2, 4.12% 1/25/34 (e)

1,500,000

1,499,927

Class M3, 4.32% 1/25/34 (e)

1,500,000

1,499,926

Series 2004-HE1:

Class M1, 3.57% 5/25/34 (e)

4,045,000

4,044,805

Class M2, 4.17% 5/25/34 (e)

1,750,000

1,770,456

Class M3, 4.42% 5/25/34 (e)

1,250,000

1,270,611

Asset-Backed Securities - continued

Principal Amount

Value

GSAMP Trust: - continued

Series 2005-FF2 Class M5, 3.5% 3/25/35 (e)

$ 3,500,000

$ 3,500,000

Series 2005-HE2 Class M, 3.45% 3/25/35 (e)

8,780,000

8,764,831

Series 2005-NC1 Class M1, 3.47% 2/25/35 (e)

9,010,000

9,021,581

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.17% 5/25/30 (c)(e)

14,000,000

13,983,439

Home Equity Asset Trust:

Series 2002-2 Class M1, 3.82% 6/25/32 (e)

10,000,000

10,033,700

Series 2002-3 Class A5, 3.46% 2/25/33 (e)

1,890,999

1,891,986

Series 2002-4:

Class A3, 3.5% 3/25/33 (e)

2,790,116

2,793,087

Class M2, 5.07% 3/25/33 (e)

1,850,000

1,878,562

Series 2002-5:

Class A3, 3.54% 5/25/33 (e)

4,052,809

4,079,035

Class M1, 4.22% 5/25/33 (e)

13,800,000

14,105,019

Series 2003-1:

Class A2, 3.49% 6/25/33 (e)

6,169,643

6,181,822

Class M1, 4.02% 6/25/33 (e)

5,700,000

5,734,767

Series 2003-2:

Class A2, 3.4% 8/25/33 (e)

354,701

356,165

Class M1, 3.9% 8/25/33 (e)

2,245,000

2,274,979

Series 2003-3:

Class A2, 3.38% 8/25/33 (e)

2,521,004

2,531,410

Class M1, 3.88% 8/25/33 (e)

8,185,000

8,284,311

Series 2003-4:

Class M1, 3.82% 10/25/33 (e)

3,415,000

3,447,260

Class M2, 4.92% 10/25/33 (e)

4,040,000

4,095,666

Series 2003-5:

Class A2, 3.37% 12/25/33 (e)

8,541,493

8,575,143

Class M1, 3.72% 12/25/33 (e)

3,175,000

3,203,432

Class M2, 4.75% 12/25/33 (e)

1,345,000

1,382,946

Series 2003-7 Class A2, 3.4% 3/25/34 (e)

4,163,244

4,173,012

Series 2004-2 Class A2, 3.31% 7/25/34 (e)

7,471,552

7,471,265

Series 2004-3:

Class M1, 3.59% 8/25/34 (e)

2,015,000

2,014,903

Class M2, 4.22% 8/25/34 (e)

2,200,000

2,199,892

Class M3, 4.47% 8/25/34 (e)

950,000

949,953

Series 2004-4 Class A2, 3.34% 10/25/34 (e)

10,005,758

10,045,356

Series 2004-6 Class A2, 3.37% 12/25/34 (e)

11,064,375

11,099,385

Series 2004-7 Class A3, 3.41% 1/25/35 (e)

3,345,418

3,362,587

Series 2005-1:

Class M1, 3.45% 5/25/35 (e)

9,705,000

9,712,375

Class M2, 3.47% 5/25/35 (e)

5,780,000

5,779,721

Asset-Backed Securities - continued

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2005-1:

Class M3, 3.52% 5/25/35 (e)

$ 5,825,000

$ 5,824,719

Series 2005-2:

Class 2A2, 3.22% 7/25/35 (e)

13,170,000

13,151,615

Class M1, 3.47% 7/25/35 (e)

10,085,000

10,084,950

Series 2005-3 Class M1, 3.47% 8/25/35 (e)

9,450,000

9,450,000

Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.2438% 8/15/08 (e)

10,000,000

10,015,115

Household Credit Card Master Trust I Series 2002-1 Class B, 3.6038% 7/15/08 (e)

22,589,000

22,631,456

Household Home Equity Loan Trust:

Series 2002-2 Class A, 3.29% 4/20/32 (e)

3,414,440

3,419,549

Series 2002-3 Class A, 3.44% 7/20/32 (e)

2,738,511

2,743,110

Series 2003-1 Class M, 3.62% 10/20/32 (e)

911,396

912,798

Series 2003-2:

Class A, 3.32% 9/20/33 (e)

3,349,275

3,356,618

Class M, 3.57% 9/20/33 (e)

1,574,995

1,578,616

Series 2004-1 Class M, 3.51% 9/20/33 (e)

3,183,762

3,190,345

Household Mortgage Loan Trust:

Series 2003-HC1 Class M, 3.64% 2/20/33 (e)

2,099,070

2,108,691

Series 2004-HC1:

Class A, 3.34% 2/20/34 (e)

6,511,745

6,529,358

Class M, 3.49% 2/20/34 (e)

3,937,024

3,939,674

Household Private Label Credit Card Master Note Trust I:

Series 2002-1 Class B, 3.5038% 1/18/11 (e)

8,850,000

8,869,373

Series 2002-2:

Class A, 3.1238% 1/18/11 (e)

9,000,000

9,013,134

Class B, 3.5038% 1/18/11 (e)

14,275,000

14,366,807

Series 2002-3 Class B, 4.2038% 9/15/09 (e)

4,150,000

4,167,352

Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.1938% 12/17/07 (e)

4,058,866

4,060,076

IXIS Real Estate Capital Trust Series 2005-HE1:

Class A1, 3.27% 6/25/35 (e)

13,164,203

13,166,374

Class M1, 3.49% 6/25/35 (e)

4,100,000

4,099,801

Class M2, 3.51% 6/25/35 (e)

2,775,000

2,776,050

Class M3, 3.54% 6/25/35 (e)

1,975,000

1,976,577

Class M4, 3.72% 6/25/35 (e)

4,940,000

4,950,134

Class M5, 3.75% 6/25/35 (e)

3,020,000

3,026,175

Keycorp Student Loan Trust Series 1999-A Class A2, 3.42% 12/27/09 (e)

17,060,109

17,124,500

Long Beach Mortgage Loan Trust:

Series 2003-1 Class A2, 3.42% 3/25/33 (e)

58,440

58,461

Asset-Backed Securities - continued

Principal Amount

Value

Long Beach Mortgage Loan Trust: - continued

Series 2003-2:

Class AV, 3.34% 6/25/33 (e)

$ 586,129

$ 586,624

Class M1, 3.84% 6/25/33 (e)

19,500,000

19,661,618

Series 2003-3 Class M1, 3.77% 7/25/33 (e)

7,770,000

7,842,331

Series 2004-2:

Class M1, 3.55% 6/25/34 (e)

4,275,000

4,285,859

Class M2, 4.1% 6/25/34 (e)

2,800,000

2,836,356

Series 2005-2 Class 2A2, 3.03% 4/25/35 (e)

12,000,000

12,000,000

MASTR Asset Backed Securities Trust:

Series 2003-NC1:

Class M1, 3.75% 4/25/33 (e)

3,500,000

3,530,299

Class M2, 4.87% 4/25/33 (e)

1,500,000

1,537,489

Series 2004-FRE1 Class M1, 3.57% 7/25/34 (e)

5,223,000

5,249,719

MBNA Asset Backed Note Trust Series 2000-K Class C, 3.7538% 3/17/08 (b)(e)

7,250,000

7,268,560

MBNA Credit Card Master Note Trust:

Series 2001-B1 Class B1, 3.3288% 10/15/08 (e)

30,000,000

30,056,580

Series 2001-B2 Class B2, 3.3138% 1/15/09 (e)

30,353,000

30,445,701

Series 2002-B2 Class B2, 3.3338% 10/15/09 (e)

20,000,000

20,099,864

Series 2002-B3 Class B3, 3.3538% 1/15/08 (e)

15,000,000

15,006,347

Series 2002-B4 Class B4, 3.4538% 3/15/10 (e)

14,800,000

14,931,199

Series 2003-B2 Class B2, 3.3438% 10/15/10 (e)

1,530,000

1,541,248

Series 2003-B3 Class B3, 3.3288% 1/18/11 (e)

1,130,000

1,135,915

Series 2003-B5 Class B5, 3.3238% 2/15/11 (e)

705,000

710,732

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 3.4706% 9/15/10 (e)

7,800,000

7,849,889

Series 1998-G Class B, 3.3538% 2/17/09 (e)

20,000,000

20,051,362

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.52% 7/25/34 (e)

2,125,000

2,124,899

Class M2, 3.57% 7/25/34 (e)

375,000

374,982

Class M3, 3.97% 7/25/34 (e)

775,000

774,962

Class M4, 4.12% 7/25/34 (e)

525,000

524,974

Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 3.72% 7/25/34 (e)

2,321,000

2,336,634

Morgan Stanley ABS Capital I, Inc.:

Series 2002-NC6 Class M2, 5.12% 11/25/32 (e)

2,370,000

2,452,166

Series 2003-HE1 Class M2, 4.92% 5/25/33 (e)

6,185,000

6,261,301

Series 2003-NC5 Class M2, 5.02% 4/25/33 (e)

2,800,000

2,842,964

Series 2003-NC6 Class M2, 4.97% 6/27/33 (e)

12,835,000

13,196,866

Series 2003-NC7:

Class M1, 3.72% 6/25/33 (e)

1,785,000

1,793,061

Class M2, 4.87% 6/25/33 (e)

1,000,000

1,019,394

Asset-Backed Securities - continued

Principal Amount

Value

Morgan Stanley ABS Capital I, Inc.: - continued

Series 2003-NC8 Class M1, 3.72% 9/25/33 (e)

$ 2,350,000

$ 2,369,260

Series 2004-HE6 Class A2, 3.36% 8/25/34 (e)

9,165,498

9,167,272

Series 2004-NC2 Class M1, 3.57% 12/25/33 (e)

2,595,000

2,607,836

Series 2004-NC6 Class A2, 3.36% 7/25/34 (e)

4,167,797

4,180,069

Series 2005-1:

Class M2, 3.49% 12/25/34 (e)

4,425,000

4,434,091

Class M3, 3.54% 12/25/34 (e)

4,000,000

4,006,475

Class M4, 3.72% 12/25/34 (e)

787,000

789,565

Series 2005-HE1:

Class A3B, 3.24% 12/25/34 (e)

3,885,000

3,890,834

Class M1, 3.47% 12/25/34 (e)

1,100,000

1,104,276

Class M2, 3.49% 12/25/34 (e)

2,970,000

2,991,811

Series 2005-HE2:

Class M1, 3.42% 1/25/35 (e)

2,665,000

2,665,000

Class M2, 3.46% 1/25/35 (e)

1,900,000

1,900,000

Series 2005-NC1:

Class M1, 3.46% 1/25/35 (e)

2,425,000

2,437,424

Class M2, 3.49% 1/25/35 (e)

2,425,000

2,430,034

Class M3, 3.53% 1/25/35 (e)

2,425,000

2,431,012

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-AM1:

Class M1, 3.87% 2/25/32 (e)

1,510,288

1,520,488

Class M2, 4.42% 2/25/32 (e)

9,859,831

9,947,615

Series 2001-NC3 Class M2, 4.52% 10/25/31 (e)

3,122,543

3,144,289

Series 2001-NC4:

Class M1, 4.02% 1/25/32 (e)

3,827,881

3,849,824

Class M2, 4.67% 1/25/32 (e)

1,645,000

1,655,435

Series 2002-AM3 Class A3, 3.51% 2/25/33 (e)

2,058,485

2,063,347

Series 2002-HE1 Class M1, 3.62% 7/25/32 (e)

2,700,000

2,726,769

Series 2002-HE2:

Class M1, 3.72% 8/25/32 (e)

9,925,000

9,980,615

Class M2, 4.27% 8/25/32 (e)

1,550,000

1,560,588

Series 2002-NC3 Class A3, 3.36% 8/25/32 (e)

1,005,195

1,008,059

Series 2002-NC5 Class M3, 4.82% 10/25/32 (e)

920,000

940,519

Series 2002-OP1 Class M1, 3.77% 9/25/32 (e)

1,545,000

1,556,711

Series 2003-NC1:

Class M1, 4.07% 11/25/32 (e)

2,555,000

2,576,676

Class M2, 5.07% 11/25/32 (e)

1,880,000

1,903,613

New Century Home Equity Loan Trust:

Series 2003-2:

Class A2, 3.45% 1/25/33 (e)

865,114

865,812

Class M2, 5.02% 1/25/33 (e)

4,600,000

4,679,367

Asset-Backed Securities - continued

Principal Amount

Value

New Century Home Equity Loan Trust: - continued

Series 2003-6 Class M1, 3.74% 1/25/34 (e)

$ 5,180,000

$ 5,220,884

Series 2005-1:

Class M1, 3.47% 3/25/35 (e)

4,395,000

4,416,887

Class M2, 3.5% 3/25/35 (e)

4,395,000

4,400,196

Class M3, 3.54% 3/25/35 (e)

2,120,000

2,125,062

Nissan Auto Lease Trust:

Series 2003-A Class A3A, 3.0938% 6/15/09 (e)

16,308,306

16,324,636

Series 2004-A Class A4A, 3.0238% 6/15/10 (e)

10,570,000

10,583,241

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.47% 6/25/34 (e)

1,450,000

1,451,157

Class M4, 3.995% 6/25/34 (e)

2,435,000

2,444,396

Ocala Funding LLC Series 2005-1A Class A, 4.49% 3/20/10 (b)(e)

3,675,000

3,675,000

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M1, 3.65% 9/25/34 (e)

2,940,000

2,960,852

Class M2, 3.7% 9/25/34 (e)

1,755,000

1,768,378

Class M3, 4.27% 9/25/34 (e)

3,355,000

3,402,050

Class M4, 4.47% 9/25/34 (e)

4,700,000

4,779,392

Series 2004-WCW2 Class A2, 3.4% 10/25/34 (e)

10,042,694

10,084,587

Series 2005-WCH1:

Class A3B, 3.24% 1/25/35 (e)

2,775,000

2,781,319

Class M2, 3.54% 1/25/35 (e)

4,175,000

4,181,994

Class M3, 3.58% 1/25/35 (e)

3,290,000

3,299,630

Class M5, 3.9% 1/25/35 (e)

3,095,000

3,107,771

Class M6, 4% 1/25/35 (e)

2,320,000

2,323,723

Series 2005-WHQ2 Class M7, 4.3% 5/25/35 (e)

5,950,000

5,950,000

People's Choice Home Loan Securities Trust Series 2005-2:

Class A1, 3.15% 9/25/24 (e)

8,735,000

8,735,000

Class M4, 3.67% 5/25/35 (e)

6,000,000

6,000,000

Providian Gateway Master Trust Series 2002-B Class A, 3.6538% 6/15/09 (b)(e)

15,000,000

15,064,706

Residental Asset Securities Corp. Series 2005-KS4 Class M2, 3.62% 4/25/35 (c)(e)

1,040,000

1,040,000

Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.27% 10/25/34 (e)

5,500,000

5,575,235

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.42% 4/25/33 (e)

1,234,111

1,240,472

Saxon Asset Securities Trust:

Series 2004-1 Class M1, 3.55% 3/25/35 (e)

4,415,000

4,408,789

Series 2004-2 Class MV1, 3.6% 8/25/35 (e)

4,495,000

4,513,103

Asset-Backed Securities - continued

Principal Amount

Value

Sears Credit Account Master Trust II:

Series 2001-1 Class B, 3.3788% 2/15/10 (e)

$ 10,000,000

$ 9,982,574

Series 2002-4:

Class A, 3.0838% 8/18/09 (e)

27,000,000

27,009,018

Class B, 3.3788% 8/18/09 (e)

33,300,000

33,321,538

Series 2002-5 Class B, 4.2038% 11/17/09 (e)

30,000,000

30,117,177

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.54% 2/25/34 (e)

2,910,000

2,913,885

Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 3.62% 11/25/34 (e)

1,810,000

1,821,247

Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.38% 2/25/34 (e)

1,205,735

1,205,679

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.4038% 3/15/11 (b)(e)

10,835,000

10,843,462

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.45% 9/25/34 (e)

3,835,586

3,858,865

Series 2003-6HE Class A1, 3.49% 11/25/33 (e)

2,185,254

2,190,522

Triad Auto Receivables Owner Trust Series 2002-A Class A3, 2.62% 2/12/07

953,643

953,306

TOTAL ASSET-BACKED SECURITIES

(Cost $2,217,087,667)

2,227,005,840

Collateralized Mortgage Obligations - 18.1%

Private Sponsor - 14.5%

Adjustable Rate Mortgage Trust:

floater:

Series 2004-2 Class 7A3, 3.42% 2/25/35 (e)

10,878,975

10,911,763

Series 2004-4 Class 5A2, 3.42% 3/25/35 (e)

4,364,527

4,377,163

Series 2005-1 Class 5A2, 3.35% 5/25/35 (e)

7,255,982

7,268,455

Series 2005-2:

Class 6A2, 3.3% 6/25/35 (e)

3,433,052

3,436,807

Class 6M2, 3.5% 6/25/35 (e)

10,145,000

10,152,923

Series 2005-3 Class 8A2, 3.26% 7/25/35 (e)

21,522,015

21,631,304

Series 2005-4 Class 7A2, 3.2944% 8/25/35 (e)

9,810,000

9,810,000

Bear Stearns Alt-A Trust:

floater:

Series 2005-1 Class A1, 3.3% 1/25/35 (e)

22,520,030

22,520,030

Series 2005-2 Class 1A1, 3.27% 3/25/35 (e)

16,731,154

16,731,154

Series 2005-5 Class 1A1, 3.31% 6/25/35 (c)(e)

20,000,000

20,000,000

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.42% 5/25/33 (e)

6,737,013

6,738,413

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Countrywide Home Loans, Inc. floater:

Series 2004-16 Class A1, 3.42% 9/25/34 (e)

$ 11,840,313

$ 11,829,170

Series 2005-1 Class 2A1, 3.31% 3/25/35 (e)

15,827,013

15,831,959

CS First Boston Mortgage Securities Corp.:

floater:

Series 2004-AR2 Class 6A1, 3.42% 3/25/34 (e)

6,496,852

6,493,797

Series 2004-AR3 Class 6A2, 3.39% 4/25/34 (e)

2,851,251

2,854,125

Series 2004-AR4 Class 5A2, 3.39% 5/25/34 (e)

2,575,485

2,573,918

Series 2004-AR5 Class 11A2, 3.39% 6/25/34 (e)

3,925,813

3,917,472

Series 2004-AR6 Class 9A2, 3.39% 10/25/34 (e)

4,884,395

4,889,329

Series 2004-AR7 Class 6A2, 3.4% 8/25/34 (e)

7,168,318

7,176,894

Series 2004-AR8 Class 8A2, 3.4% 9/25/34 (e)

5,681,094

5,690,673

Series 2003-TFLA Class F, 3.37% 4/15/13 (b)(e)

3,750,000

3,736,192

First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.0663% 12/25/34 (e)

5,742,202

5,736,990

Granite Master Issuer PLC floater Series 2005-1:

Class A3, 3.13% 12/21/24 (e)

5,300,000

5,299,172

Class B1, 3.18% 12/20/54 (e)

7,050,000

7,045,594

Class M1, 3.28% 12/20/54 (e)

5,300,000

5,296,688

Granite Mortgages PLC floater:

Series 2004-1:

Class 1B, 3.26% 3/20/44 (e)

1,415,000

1,415,453

Class 1C, 3.95% 3/20/44 (e)

4,075,000

4,095,375

Class 1M, 3.46% 3/20/44 (e)

1,875,000

1,877,681

Series 2004-2:

Class 1A2, 3.12% 6/20/28 (e)

6,500,000

6,500,152

Class 1B, 3.22% 6/20/44 (e)

1,230,000

1,230,480

Class 1C, 3.75% 6/20/44 (e)

4,475,000

4,486,537

Class 1M, 3.33% 6/20/44 (e)

3,285,000

3,287,310

Series 2004-3:

Class 1B, 3.21% 9/20/44 (e)

2,100,000

2,100,819

Class 1C, 3.64% 9/20/44 (e)

5,415,000

5,430,974

Class 1M, 3.32% 9/20/44 (e)

1,200,000

1,200,756

Harborview Mortgage Loan Trust Series 2005-2 Class 2A1A, 3.14% 5/19/35 (e)

12,001,376

12,001,376

Holmes Financing No. 7 PLC floater Series 2 Class M, 3.9406% 7/15/40 (e)

2,560,000

2,569,798

Holmes Financing No. 8 PLC floater Series 2:

Class A, 3.2206% 4/15/11 (e)

25,000,000

25,004,883

Class B, 3.1063% 7/15/40 (e)

2,695,000

2,695,844

Class C, 3.8606% 7/15/40 (e)

10,280,000

10,324,975

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Home Equity Asset Trust Series 2005-3 Class 2A1, 2.99% 8/25/35 (e)

$ 8,425,000

$ 8,419,734

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.47% 10/25/34 (e)

4,962,865

4,983,928

Impac CMB Trust:

floater:

Series 2004-11 Class 2A2, 3.39% 3/25/35 (e)

9,569,720

9,587,663

Series 2004-6 Class 1A2, 3.41% 10/25/34 (e)

4,062,087

4,057,781

Series 2005-1:

Class M1, 3.48% 4/25/35 (e)

3,455,458

3,457,618

Class M2, 3.52% 4/25/35 (e)

6,049,485

6,053,266

Class M3, 3.55% 4/25/35 (e)

1,484,387

1,485,025

Class M4, 3.77% 4/25/35 (e)

876,032

879,317

Class M5, 3.79% 4/25/35 (e)

876,032

878,769

Class M6, 3.84% 4/25/35 (e)

1,401,651

1,406,031

Series 2005-2 Class 1A2, 3.33% 4/25/35 (e)

13,928,216

13,928,216

Series 2005-3 Class A1, 3.26% 8/25/35 (e)

15,947,445

15,947,445

Series 2005-4 Class 1B1, 4.39% 6/25/35 (c)(e)

5,629,000

5,629,000

MASTR Adjustable Rate Mortgages Trust:

floater Series 2005-1 Class 1A1, 3.12% 3/25/35 (e)

15,704,488

15,704,488

Series 2004-6 Class 4A2, 4.1772% 7/25/34 (e)

5,969,000

5,956,586

Merrill Lynch Mortgage Investors, Inc. floater:

Series 2003-A Class 2A1, 3.41% 3/25/28 (e)

9,395,115

9,459,169

Series 2003-B Class A1, 3.36% 4/25/28 (e)

9,167,807

9,225,859

Series 2003-D Class A, 3.33% 8/25/28 (e)

8,749,659

8,773,423

Series 2003-E Class A2, 3.4425% 10/25/28 (e)

12,486,911

12,501,527

Series 2003-F Class A2, 3.7075% 10/25/28 (e)

14,957,642

14,983,179

Series 2004-A Class A2, 3.6175% 4/25/29 (e)

13,316,901

13,295,212

Series 2004-B Class A2, 2.8669% 6/25/29 (e)

10,914,115

10,894,788

Series 2004-C Class A2, 3.07% 7/25/29 (e)

15,331,987

15,296,055

Series 2004-D Class A2, 3.4725% 9/25/29 (e)

11,566,788

11,582,780

Series 2004-E:

Class A2B, 3.7275% 11/25/29 (e)

9,478,493

9,454,389

Class A2D, 3.9175% 11/25/29 (e)

2,204,301

2,203,908

Series 2004-G Class A2, 3.07% 11/25/29 (e)

4,641,793

4,637,622

Series 2005-A Class A2, 3.38% 2/25/30 (e)

11,851,581

11,839,000

Mortgage Asset Backed Securities Trust floater Series 2002-NC1:

Class A2, 3.46% 10/25/32 (e)

877,630

878,022

Class M1, 3.87% 10/25/32 (e)

5,000,000

5,027,494

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

MortgageIT Trust:

floater Series 2004-2:

Class A1, 3.39% 12/25/34 (e)

$ 5,242,566

$ 5,252,168

Class A2, 3.47% 12/25/34 (e)

7,092,329

7,137,775

Series 2005-2 Class 1A1, 3.22% 5/25/35 (e)

5,390,000

5,403,475

Permanent Financing No. 1 PLC floater Series 1 Class 2C, 3.64% 6/10/42 (e)

1,745,000

1,750,013

Permanent Financing No. 3 PLC floater Series 2 Class C, 3.51% 6/10/42 (e)

4,845,000

4,899,128

Permanent Financing No. 4 PLC floater Series 2 Class C, 3.18% 6/10/42 (e)

15,400,000

15,475,488

Permanent Financing No. 5 PLC floater:

Series 1 Class C, 2.96% 6/10/42 (e)

2,810,000

2,810,000

Series 2 Class C, 3.11% 6/10/42 (e)

4,215,000

4,237,394

Series 3 Class C, 3.28% 6/10/42 (e)

8,890,000

8,998,351

Permanent Financing No. 6 PLC floater Series 6:

Class 1C, 2.81% 6/10/42 (e)

4,000,000

4,000,625

Class 2C, 2.91% 6/10/42 (e)

5,350,000

5,348,537

Permanent Financing No. 7 PLC floater Series 7:

Class 1B, 3.1037% 6/10/42 (e)

2,000,000

2,000,000

Class 1C, 3.2937% 6/1/42 (e)

3,840,000

3,840,000

Class 2C, 3.3437% 6/10/42 (e)

8,065,000

8,065,000

Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

5,246,958

5,379,394

Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:

Class B4, 4.57% 3/10/35 (b)(e)

5,518,272

5,601,046

Class B5, 5.12% 3/10/35 (b)(e)

5,710,893

5,844,210

Residential Funding Securities Corp.:

Series 2003-RP1 Class A1, 3.52% 11/25/34 (e)

3,780,825

3,796,044

Series 2003-RP2 Class A1, 3.47% 6/25/33 (b)(e)

4,485,688

4,501,612

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 3.41% 9/20/33 (e)

12,857,317

12,853,221

Series 2003-7 Class A2, 2.885% 1/20/34 (e)

11,936,796

11,935,498

Series 2004-1 Class A, 3.2025% 2/20/34 (e)

7,474,764

7,457,591

Series 2004-10 Class A4, 2.5% 11/20/34 (e)

12,314,864

12,321,131

Series 2004-3 Class A, 3.5463% 5/20/34 (e)

12,763,217

12,699,829

Series 2004-4 Class A, 2.4613% 5/20/34 (e)

16,847,010

16,823,822

Series 2004-5 Class A3, 2.82% 6/20/34 (e)

10,884,219

10,884,219

Series 2004-6:

Class A3A, 3.0175% 6/20/35 (e)

9,831,271

9,840,126

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Sequoia Mortgage Trust: - continued

floater: - continued

Series 2004-6 Class A3B, 3.16% 7/20/34 (e)

$ 1,228,909

$ 1,231,239

Series 2004-7:

Class A3A, 3.2275% 8/20/34 (e)

8,865,072

8,847,042

Class A3B, 3.4525% 7/20/34 (e)

1,595,224

1,600,734

Series 2004-8 Class A2, 3.45% 9/20/34 (e)

16,085,942

16,094,169

Series 2005-1 Class A2, 3.1688% 2/20/35 (e)

8,226,207

8,226,207

Series 2005-2 Class A2, 3.36% 3/20/35 (e)

15,854,121

15,846,071

Series 2005-3 Class A1, 3.22% 5/20/35 (e)

9,950,000

9,950,000

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.42% 9/25/33 (b)(e)

3,072,550

3,074,456

Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.39% 9/25/34 (e)

24,082,955

24,144,997

WAMU Mortgage pass thru certificates Series 2005-AR6 Class 2A-1A, 3.26% 5/25/35 (e)

6,305,000

6,305,000

Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.7118% 8/25/34 (e)

19,880,000

19,843,691

TOTAL PRIVATE SPONSOR

858,918,995

U.S. Government Agency - 3.6%

Fannie Mae:

floater:

Series 2000-38 Class F, 3.47% 11/18/30 (e)

1,258,129

1,267,831

Series 2000-40 Class FA, 3.35% 7/25/30 (e)

2,767,704

2,779,965

Series 2002-89 Class F, 3.15% 1/25/33 (e)

4,130,294

4,136,274

target amortization class Series G94-2 Class D, 6.45% 1/25/24

5,261,306

5,414,067

Fannie Mae guaranteed REMIC pass thru certificates:

floater:

Series 2001-34 Class FR, 3.37% 8/18/31 (e)

2,701,085

2,710,140

Series 2001-44 Class FB, 3.15% 9/25/31 (e)

2,489,807

2,496,756

Series 2001-46 Class F, 3.37% 9/18/31 (e)

7,170,646

7,213,312

Series 2002-11 Class QF, 3.35% 3/25/32 (e)

5,053,034

5,093,047

Series 2002-36 Class FT, 3.35% 6/25/32 (e)

1,649,714

1,664,198

Series 2002-64 Class FE, 3.32% 10/18/32 (e)

2,461,965

2,448,146

Series 2002-65 Class FA, 3.15% 10/25/17 (e)

3,006,970

2,997,713

Series 2002-74 Class FV, 3.3% 11/25/32 (e)

9,150,849

9,219,548

Series 2003-11:

Class DF, 3.3% 2/25/33 (e)

3,639,255

3,665,308

Class EF, 3.3% 2/25/33 (e)

3,021,713

3,039,937

Series 2003-63 Class F1, 3.15% 11/25/27 (e)

6,878,668

6,882,101

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Fannie Mae guaranteed REMIC pass thru certificates: - continued

planned amortization class:

Series 1998-63 Class PG, 6% 3/25/27

$ 1,663,327

$ 1,665,403

Series 2001-56 Class KD, 6.5% 7/25/30

409,367

409,024

Series 2001-62 Class PG, 6.5% 10/25/30

6,174,011

6,210,115

Series 2001-76 Class UB, 5.5% 10/25/13

2,415,343

2,425,636

Series 2002-16 Class QD, 5.5% 6/25/14

487,197

490,641

Series 2002-28 Class PJ, 6.5% 3/25/31

6,776,484

6,800,158

Series 2002-8 Class PD, 6.5% 7/25/30

5,324,492

5,369,878

Series 2003-17 Class PQ, 4.5% 3/25/16

2,252,713

2,249,300

Freddie Mac:

floater Series 2510 Class FE, 3.3538% 10/15/32 (e)

6,502,234

6,540,854

planned amortization class:

Series 2091 Class PP, 6% 2/15/27

3,009,109

3,015,245

Series 2353 Class PC, 6.5% 9/15/15

1,915,557

1,925,462

Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.1538% 7/15/31 (e)

5,671,822

5,678,223

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2474 Class FJ, 3.3038% 7/15/17 (e)

5,013,501

5,035,619

Series 2526 Class FC, 3.3538% 11/15/32 (e)

4,186,427

4,204,464

Series 2538 Class FB, 3.3538% 12/15/32 (e)

7,249,860

7,217,477

Series 2551 Class FH, 3.4038% 1/15/33 (e)

3,688,423

3,704,652

planned amortization class:

Series 2136 Class PE, 6% 1/15/28

14,698,243

14,797,585

Series 2394 Class ND, 6% 6/15/27

2,724,320

2,740,683

Series 2395 Class PE, 6% 2/15/30

7,981,361

8,071,912

Series 2398 Class DK, 6.5% 1/15/31

623,431

626,043

Series 2410 Class ML, 6.5% 12/15/30

3,367,647

3,398,909

Series 2420 Class BE, 6.5% 12/15/30

4,472,450

4,505,809

Series 2443 Class TD, 6.5% 10/15/30

4,561,786

4,605,320

Series 2461 Class PG, 6.5% 1/15/31

4,124,646

4,181,925

Series 2466 Class EC, 6% 10/15/27

1,216,134

1,216,012

Series 2483 Class DC, 5.5% 7/15/14

5,100,050

5,119,550

Series 2490 Class PM, 6% 7/15/28

992,366

992,495

Series 2556 Class PM, 5.5% 2/15/16

2,832,613

2,835,842

Series 2557 Class MA, 4.5% 7/15/16

714,784

714,773

Series 2776 Class UJ, 4.5% 5/15/20 (f)

7,720,159

428,242

Series 2828 Class JA, 4.5% 1/15/10

11,880,000

11,964,031

Collateralized Mortgage Obligations - continued

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2430 Class ZE, 6.5% 8/15/27

$ 1,128,515

$ 1,131,641

Series 2480 Class QW, 5.75% 2/15/30

1,858,482

1,860,809

Ginnie Mae guaranteed REMIC pass thru securities floater:

Series 2001-46 Class FB, 3.32% 5/16/23 (e)

3,229,269

3,243,954

Series 2001-50 Class FV, 3.17% 9/16/27 (e)

9,873,450

9,870,926

Series 2002-24 Class FX, 3.52% 4/16/32 (e)

2,934,817

2,964,062

Series 2002-31 Class FW, 3.37% 6/16/31 (e)

4,009,628

4,032,127

Series 2002-5 Class KF, 3.37% 8/16/26 (e)

863,567

864,792

TOTAL U.S. GOVERNMENT AGENCY

214,137,936

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $1,073,784,666)

1,073,056,931

Commercial Mortgage Securities - 6.8%

1301 Avenue of The Americas Trust Series 2000-1301:

Class C, 6.944% 8/3/10 (b)(e)

5,025,000

5,073,575

Class D, 7.0373% 8/3/10 (b)(e)

6,695,000

6,760,766

Banc of America Large Loan, Inc. floater:

Series 2002-FL2A Class A2, 3.21% 9/8/14 (b)(e)

6,448,060

6,448,558

Series 2003-BBA2 Class A3, 3.2738% 11/15/15 (b)(e)

5,038,226

5,044,749

Series 2005-BOCA:

Class H, 3.9038% 12/15/16 (b)(e)

2,065,000

2,066,533

Class J, 4.0538% 12/15/16 (b)(e)

1,020,000

1,021,076

Class K, 4.3038% 12/15/16 (b)(e)

6,659,000

6,666,023

Bayview Commercial Asset Trust floater:

Series 2003-1 Class A, 3.6% 8/25/33 (b)(e)

7,041,809

7,099,024

Series 2003-2:

Class A, 3.6% 12/25/33 (b)(e)

14,423,693

14,558,915

Class M1, 3.87% 12/25/33 (b)(e)

2,347,224

2,383,166

Series 2004-1:

Class A, 3.38% 4/25/34 (b)(e)

6,726,500

6,721,770

Class B, 4.92% 4/25/34 (b)(e)

698,857

703,225

Class M1, 3.58% 4/25/34 (b)(e)

611,500

612,838

Class M2, 4.22% 4/25/34 (b)(e)

524,143

527,664

Commercial Mortgage Securities - continued

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2004-2:

Class A, 3.45% 8/25/34 (b)(e)

$ 6,555,231

$ 6,574,948

Class M1, 3.6% 8/25/34 (b)(e)

2,113,690

2,122,111

Series 2004-3:

Class A1, 3.39% 1/25/35 (b)(e)

6,746,706

6,759,233

Class A2, 3.44% 1/25/35 (b)(e)

937,694

939,434

Class M1, 3.52% 1/25/35 (b)(e)

1,124,451

1,125,697

Class M2, 4.02% 1/25/35 (b)(e)

733,338

735,601

Bear Stearns Commercial Mortgage Securities, Inc. floater:

Series 2003-BA1A:

Class A1, 3.23% 4/14/15 (b)(e)

2,326,041

2,325,992

Class JFCM, 4.55% 4/14/15 (b)(e)

1,344,296

1,351,603

Class JMM, 4.45% 4/14/15 (b)(e)

1,384,053

1,382,109

Class KFCM, 4.8% 4/14/15 (b)(e)

1,436,661

1,438,008

Class KMM, 4.7% 4/14/15 (b)(e)

1,253,767

1,253,166

Class LFCM, 5.2% 4/14/15 (b)(e)

1,601,905

1,603,407

Class MFCM, 5.5% 4/14/15 (b)(e)

2,218,251

2,220,331

Series 2003-WEST Class A, 3.47% 1/3/15 (b)(e)

12,977,819

13,012,310

Series 2004-BBA3 Class E, 3.6538% 6/15/17 (b)(e)

10,415,000

10,416,462

Series 2004-ESA Class A2, 3.29% 5/14/16 (b)(e)

6,565,000

6,579,379

Series 2004-HS2A:

Class E, 3.85% 1/14/16 (b)(e)

1,725,000

1,730,126

Class F, 4% 1/14/16 (b)(e)

1,125,000

1,128,341

Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:

Class B, 3.37% 12/12/13 (b)(e)

896,672

896,905

Class C, 3.72% 12/12/13 (b)(e)

1,793,345

1,795,091

COMM floater:

Series 2001-FL5A Class E, 4.4538% 11/15/13 (b)(e)

3,205,357

3,204,338

Series 2002-FL6:

Class F, 4.4038% 6/14/14 (b)(e)

11,163,000

11,202,179

Class G, 4.8538% 6/14/14 (b)(e)

5,000,000

5,017,674

Series 2002-FL7 Class A2, 3.3038% 11/15/14 (b)(e)

942,949

943,324

Series 2003-FL9 Class B, 3.4538% 11/15/15 (b)(e)

12,821,545

12,851,908

Commercial Mortgage pass thru certificates floater:

Series 2004-CNL:

Class A2, 3.2538% 9/15/14 (b)(e)

3,570,000

3,574,303

Class G, 3.9338% 9/15/14 (b)(e)

1,345,000

1,346,612

Class H, 4.0338% 9/15/14 (b)(e)

1,430,000

1,431,712

Class J, 4.5538% 9/15/14 (b)(e)

490,000

490,584

Class K, 4.9538% 9/15/14 (b)(e)

770,000

770,914

Commercial Mortgage Securities - continued

Principal Amount

Value

Commercial Mortgage pass thru certificates floater: - continued

Series 2004-CNL Class L, 5.1538% 9/15/14 (b)(e)

$ 625,000

$ 624,899

Series 2004-HTL1:

Class B, 3.4038% 7/15/16 (b)(e)

501,320

501,784

Class D, 3.5038% 7/15/16 (b)(e)

1,139,116

1,139,355

Class E, 3.7038% 7/15/16 (b)(e)

815,391

815,803

Class F, 3.7538% 7/15/16 (b)(e)

862,895

863,598

Class H, 4.2538% 7/15/16 (b)(e)

2,501,991

2,504,620

Class J, 4.4038% 7/15/16 (b)(e)

961,742

962,751

Class K, 5.3038% 7/15/16 (b)(e)

1,082,578

1,082,415

Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:

Class B, 3.1838% 4/15/17 (b)(e)

7,080,000

7,080,000

Class C, 3.2238% 4/15/17 (b)(e)

3,006,000

3,006,000

Class D, 3.2638% 4/15/17 (b)(e)

2,440,000

2,440,000

Class E, 3.3238% 4/15/17 (b)(e)

1,821,000

1,821,000

Class F, 3.3638% 4/15/17 (b)(e)

1,035,000

1,035,000

Class G, 3.5038% 4/15/17 (b)(e)

1,035,000

1,035,000

Class H, 3.5738% 4/15/17 (b)(e)

1,035,000

1,035,000

Class I, 3.8038% 4/15/17 (b)(e)

335,000

335,000

Class MOA3, 3.2538% 3/15/20 (b)(e)

4,590,000

4,590,000

CS First Boston Mortgage Securities Corp.:

floater:

Series 2001-TFLA Class G, 4.7038% 12/15/11 (b)(e)

3,720,000

3,692,562

Series 2002-TFLA Class C, 3.3938% 11/18/12 (b)(e)

3,675,000

3,686,490

Series 2003-TF2A Class A2, 3.2738% 11/15/14 (b)(e)

9,500,000

9,506,364

Series 2004-FL1 Class B, 3.4038% 5/15/14 (b)(e)

11,230,000

11,237,698

Series 2004-HC1:

Class A2, 3.4538% 12/15/21 (b)(e)

1,475,000

1,474,916

Class B, 3.7038% 12/15/21 (b)(e)

3,835,000

3,834,781

Series 2004-TFL1:

Class A2, 3.1438% 2/15/14 (b)(e)

7,005,000

7,008,398

Class E, 3.5038% 2/15/14 (b)(e)

2,800,000

2,805,485

Class F, 3.5538% 2/15/14 (b)(e)

2,325,000

2,330,298

Class G, 3.8038% 2/15/14 (b)(e)

1,875,000

1,879,293

Class H, 4.0538% 2/15/14 (b)(e)

1,400,000

1,406,013

Class J, 4.3538% 2/15/14 (b)(e)

750,000

753,812

Series 2005-TFLA:

Class C, 3.1938% 2/15/20 (b)(e)

5,650,000

5,649,989

Commercial Mortgage Securities - continued

Principal Amount

Value

CS First Boston Mortgage Securities Corp.: - continued

Series 2005-TFLA: - continued

Class E, 3.2838% 2/15/20 (b)(e)

$ 2,055,000

$ 2,054,996

Class F, 3.3338% 2/15/20 (b)(e)

1,745,000

1,744,997

Class G, 3.4738% 2/15/20 (b)(e)

505,000

504,999

Class H, 3.7038% 2/15/20 (b)(e)

715,000

714,999

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

585,368

594,542

Series 2003-TFLA Class A2, 3.3238% 4/15/13 (b)(e)

7,205,000

7,216,491

Series 2003-TFLA Class G, 3.37% 4/15/13 (b)(e)

2,095,000

2,036,149

GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 3.76% 2/11/11 (b)(e)

500,000

499,317

Greenwich Capital Commercial Funding Corp. floater Series 2003-FL1 Class MCH, 6.12% 7/5/18 (b)(e)

2,113,426

2,113,426

ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.23% 5/28/20 (b)(e)

2,896,279

2,896,653

John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.0785% 4/10/15 (b)(e)

8,245,000

8,150,339

Lehman Brothers Floating Rate Commercial Mortgage Trust floater:

Series 2003-C4A:

Class F, 5.16% 7/11/15 (b)(e)

813,387

813,758

Class H, 5.91% 7/11/15 (b)(e)

8,267,264

8,306,017

Series 2003-LLFA:

Class A2, 3.34% 12/16/14 (b)(e)

11,700,000

11,712,396

Class B, 3.55% 12/16/14 (b)(e)

4,615,000

4,630,942

Class C, 3.65% 12/16/14 (b)(e)

4,982,000

5,003,555

Morgan Stanley Dean Witter Capital I Trust floater:

Series 2001-XLF:

Class A2, 3.42% 10/7/13 (b)(e)

3,489,876

3,492,074

Class D, 4.39% 10/7/13 (b)(e)

1,172,220

1,173,307

Class F, 4.81% 10/7/13 (b)(e)

6,431,229

6,332,985

Class G1, 5.62% 10/7/13 (b)(e)

6,000,000

6,000,000

Series 2002-XLF Class F, 5.02% 8/5/14 (b)(e)

7,793,922

7,871,958

Salomon Brothers Mortgage Securities VII, Inc.:

floater:

Series 2001-CDCA:

Class C, 3.7538% 2/15/13 (b)(e)

10,495,000

10,162,324

Class D, 3.7538% 2/15/13 (b)(e)

4,000,000

3,822,620

Series 2003-CDCA:

Class HEXB, 4.8538% 2/15/15 (b)(e)

770,000

770,939

Class JEXB, 5.0538% 2/15/15 (b)(e)

1,300,000

1,301,586

Class KEXB, 5.4538% 2/15/15 (b)(e)

960,000

961,171

Commercial Mortgage Securities - continued

Principal Amount

Value

Salomon Brothers Mortgage Securities VII, Inc.: - continued

Series 2000-NL1 Class E, 6.8148% 10/15/30 (b)(e)

$ 4,054,262

$ 4,076,835

SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.2938% 5/15/09 (b)(e)

18,000,000

18,012,870

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.5% 3/24/18 (b)(e)

7,702,080

7,702,080

Wachovia Bank Commercial Mortgage Trust floater:

Series 2004-WHL3:

Class A2, 3.1338% 3/15/14 (b)(e)

3,510,000

3,512,120

Class E, 3.4538% 3/15/14 (b)(e)

2,190,000

2,194,299

Class F, 3.5038% 3/15/14 (b)(e)

1,755,000

1,758,368

Class G, 3.7338% 3/15/14 (b)(e)

875,000

877,552

Series 2005-WL5A:

Class KHP1, 3.3038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP2, 3.5038% 1/15/18 (b)(e)

1,745,000

1,745,000

Class KHP3, 3.8038% 1/15/18 (b)(e)

2,060,000

2,060,000

Class KHP4, 3.9038% 1/15/18 (b)(e)

1,600,000

1,600,000

Class KHP5, 4.1038% 1/15/18 (b)(e)

1,855,000

1,855,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $405,686,044)

406,071,672

Cash Equivalents - 32.0%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 2.96%, dated 4/29/05 due 5/2/05) (h)

$ 1,417,820,978

$ 1,417,471,000

With:

Goldman Sachs & Co. at 3.1%, dated 3/23/05 due 5/24/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,149,367,925, 0.08%- 6.38%, 1/15/10 - 7/25/44) (e)(g)

266,414,785

264,995,575

Morgan Stanley & Co. at 3.08%, dated 4/29/05 due 5/2/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $1,049,702,241, 0.32%- 10.75%, 12/1/09 - 7/5/35)

215,055,183

215,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,897,471,000)

1,897,466,575

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $5,985,636,739)

5,994,764,275

NET OTHER ASSETS - (1.0)%

(58,830,681)

NET ASSETS - 100%

$ 5,935,933,594

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

69 Eurodollar 90 Day Index Contracts

Dec. 2005

$ 68,321,212

$ (25,254)

32 Eurodollar 90 Day Index Contracts

March 2006

31,675,200

(16,046)

16 Eurodollar 90 Day Index Contracts

June 2006

15,833,200

(12,414)

11 Eurodollar 90 Day Index Contracts

Sept. 2006

10,882,850

(6,519)

10 Eurodollar 90 Day Index Contracts

Dec. 2006

9,891,625

(6,040)

9 Eurodollar 90 Day Index Contracts

March 2007

8,901,900

(5,661)

8 Eurodollar 90 Day Index Contracts

June 2007

7,912,100

(5,332)

7 Eurodollar 90 Day Index Contracts

Sept. 2007

6,922,563

(5,015)

6 Eurodollar 90 Day Index Contracts

Dec. 2007

5,932,950

(4,449)

6 Eurodollar 90 Day Index Contracts

March 2008

5,932,650

(4,674)

TOTAL EURODOLLAR CONTRACTS

$ 172,206,250

$ (91,404)

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swap

Receive from Citibank, upon default event of DaimlerCrystler NA Holding Corp., par value of the notional amount of DaimlerCrystler NA Holding Corp. 7.2% 9/1/09, and pay quarterly notional amount multiplied by .8%

June 2007

$ 14,000,000

$ (13,805)

Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11

June 2006

10,000,000

127,570

$ 24,000,000

$ 113,765

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $574,410,994 or 9.7% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,998,170.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(g) The maturity amount is based on the rate at period end.

(h) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value

$1,417,471,000 due 5/2/05 at 2.96%

Banc of America Securities LLC

$ 216,704,391

Bank of America, National Association

92,277,933

Barclays Capital Inc.

369,111,735

Bear Stearns & Co. Inc.

57,673,708

Countrywide Securities Corporation

92,277,933

Credit Suisse First Boston LLC

46,138,967

Repurchase Agreement/
Counterparty

Value

J.P. Morgan Securities, Inc.

$ 23,069,483

Lehman Brothers Inc..

46,138,967

Morgan Stanley & Co. Incorporated.

266,452,533

UBS Securities LLC

207,625,350

$ 1,417,471,000

Income Tax Information

At April 30, 2005, the aggregate cost of investment securities for income tax purposes was $5,984,936,997. Net unrealized appreciation aggregated $9,827,278, of which $14,386,475 related to appreciated investment securities and $4,559,197 related to depreciated investment securities.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Management &
Research (U.K.) Inc.

Fidelity Management &
Research (Far East) Inc.

Fidelity Investments Japan Limited

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

SFII-USAN-0605
1.784906.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Value

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,063.50

$ 6.86**

HypotheticalA

$ 1,000.00

$ 1,018.15

$ 6.71**

Class T

Actual

$ 1,000.00

$ 1,061.40

$ 8.13**

HypotheticalA

$ 1,000.00

$ 1,016.91

$ 7.95**

Class B

Actual

$ 1,000.00

$ 1,059.40

$ 10.72**

HypotheticalA

$ 1,000.00

$ 1,014.38

$ 10.49**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,058.90

$ 10.72**

HypotheticalA

$ 1,000.00

$ 1,014.38

$ 10.49**

Institutional Class

Actual

$ 1,000.00

$ 1,064.20

$ 5.68**

HypotheticalA

$ 1,000.00

$ 1,019.29

$ 5.56**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.34%**

Class T

1.59%**

Class B

2.10%**

Class C

2.10%**

Institutional Class

1.11%**

** If changes to voluntary expense limitations effective February 1, 2005 had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense ratio

Expenses Paid

Class A

1.25%

Actual

$ 6.40

HypotheticalA

$ 6.26

Class T

1.50%

Actual

$ 7.67

HypotheticalA

$ 7.50

Class B

2.00%

Actual

$ 10.21

HypotheticalA

$ 9.99

Class C

2.00%

Actual

$ 10.21

HypotheticalA

$ 9.99

Institutional Class

1.00%

Actual

$ 5.12

HypotheticalA

$ 5.01

A 5% return per year before expenses

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Baxter International, Inc.

1.6

1.3

Xerox Corp.

1.5

1.3

Schering-Plough Corp.

1.3

0.8

TXU Corp.

1.3

1.1

Fluor Corp.

1.2

0.8

Royal Caribbean Cruises Ltd.

1.2

1.0

Western Digital Corp.

1.2

0.9

McKesson Corp.

1.2

0.5

Precision Castparts Corp.

1.1

0.9

AmerisourceBergen Corp.

1.1

0.5

12.7

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

18.5

16.1

Health Care

14.8

10.2

Financials

12.1

13.1

Consumer Discretionary

11.1

12.6

Industrials

11.2

13.0

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Stocks 93.6%

Stocks 91.9%

Bonds 0.2%

Bonds 0.6%

Convertible
Securities 0.8%

Convertible
Securities 1.0%

Short-Term
Investments and
Net Other Assets 5.4%

Short-Term
Investments and
Net Other Assets 6.5%

* Foreign investments

9.5%

** Foreign investments

9.3%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.1%

Auto Components - 0.1%

BorgWarner, Inc.

1,000

$ 45,720

Automobiles - 0.0%

Monaco Coach Corp.

900

12,762

Hotels, Restaurants & Leisure - 3.7%

Brinker International, Inc. (a)

6,720

227,136

Caesars Entertainment, Inc. (a)

2,960

59,052

CBRL Group, Inc.

508

19,573

Domino's Pizza, Inc.

1,100

19,976

Harrah's Entertainment, Inc.

270

17,717

Hilton Hotels Corp.

2,860

62,434

Outback Steakhouse, Inc.

5,750

232,300

Royal Caribbean Cruises Ltd.

9,960

418,519

Wendy's International, Inc.

5,620

241,267

1,297,974

Household Durables - 0.7%

Jarden Corp. (a)

1,250

55,838

Newell Rubbermaid, Inc.

7,290

158,412

Sony Corp. sponsored ADR

1,100

40,381

254,631

Leisure Equipment & Products - 1.1%

Brunswick Corp.

3,730

156,660

Eastman Kodak Co.

7,000

175,000

K2, Inc. (a)

3,660

46,555

RC2 Corp. (a)

510

17,677

395,892

Media - 1.6%

E.W. Scripps Co. Class A

1,040

52,967

Emmis Communications Corp. Class A (a)

3,520

54,314

Lamar Advertising Co. Class A (a)

1,200

44,856

The Reader's Digest Association, Inc. (non-vtg.)

9,110

154,870

Tribune Co.

2,800

108,080

Viacom, Inc. Class B (-vtg.)

3,725

128,960

544,047

Multiline Retail - 1.2%

Big Lots, Inc. (a)

15,180

154,532

Family Dollar Stores, Inc.

5,000

134,900

Nordstrom, Inc.

2,440

124,025

413,457

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 2.0%

AutoNation, Inc. (a)

3,490

$ 63,762

Blockbuster, Inc.:

Class A

167

1,653

Class B

167

1,576

Office Depot, Inc. (a)

2,860

55,999

OfficeMax, Inc.

1,700

55,216

Pier 1 Imports, Inc.

10,330

149,992

Select Comfort Corp. (a)

230

5,088

Sports Authority, Inc. (a)

4,900

130,340

Stage Stores, Inc. (a)

1,390

52,570

TBC Corp. New (a)

1,100

28,776

Tiffany & Co., Inc.

5,000

150,750

Toys 'R' Us, Inc. (a)

370

9,380

705,102

Textiles, Apparel & Luxury Goods - 0.7%

Liz Claiborne, Inc.

5,140

182,110

Warnaco Group, Inc. (a)

2,100

47,166

229,276

TOTAL CONSUMER DISCRETIONARY

3,898,861

CONSUMER STAPLES - 2.3%

Beverages - 0.2%

Cott Corp. (a)

2,500

55,926

Food & Staples Retailing - 0.7%

Safeway, Inc. (a)

12,120

258,035

Food Products - 0.8%

Bunge Ltd.

1,000

56,800

Corn Products International, Inc.

1,800

39,636

Dean Foods Co. (a)

5,390

185,200

Global Bio-Chem Technology Group Co. Ltd.

20,000

13,085

294,721

Household Products - 0.6%

Colgate-Palmolive Co.

4,000

199,160

TOTAL CONSUMER STAPLES

807,842

ENERGY - 8.7%

Energy Equipment & Services - 7.4%

Baker Hughes, Inc.

4,600

202,952

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

BJ Services Co.

2,970

$ 144,788

Cooper Cameron Corp. (a)

4,350

238,989

ENSCO International, Inc.

3,070

100,082

FMC Technologies, Inc. (a)

2,830

85,834

GlobalSantaFe Corp.

3,300

110,880

Grant Prideco, Inc. (a)

7,425

164,464

Halliburton Co.

6,700

278,653

Helmerich & Payne, Inc.

4,530

174,133

Nabors Industries Ltd. (a)

2,920

157,300

National Oilwell Varco, Inc. (a)

4,550

180,817

Noble Corp.

4,090

208,181

Pride International, Inc. (a)

2,390

53,297

Smith International, Inc.

3,000

174,540

Transocean, Inc. (a)

4,030

186,871

Weatherford International Ltd. (a)

2,660

138,719

2,600,500

Oil & Gas - 1.3%

Ashland, Inc.

3,580

240,719

McMoRan Exploration Co. (a)

1,400

25,228

Premcor, Inc.

1,370

90,626

Valero Energy Corp.

1,440

98,683

455,256

TOTAL ENERGY

3,055,756

FINANCIALS - 12.0%

Capital Markets - 2.0%

Charles Schwab Corp.

3,510

36,329

Janus Capital Group, Inc.

10,230

132,888

Lehman Brothers Holdings, Inc.

2,120

194,446

Merrill Lynch & Co., Inc.

3,200

172,576

Nuveen Investments, Inc. Class A

1,300

44,187

State Street Corp.

2,200

101,706

682,132

Commercial Banks - 1.5%

Bank of America Corp.

3,168

142,687

North Fork Bancorp, Inc., New York

600

16,890

UnionBanCal Corp.

2,350

144,666

Wachovia Corp.

4,350

222,633

526,876

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Consumer Finance - 0.2%

MBNA Corp.

3,700

$ 73,075

Diversified Financial Services - 0.1%

Citigroup, Inc.

900

42,264

Insurance - 3.9%

AFLAC, Inc.

8,650

351,623

AMBAC Financial Group, Inc.

2,760

184,506

Genworth Financial, Inc. Class A (non-vtg.)

900

25,155

Marsh & McLennan Companies, Inc.

1,220

34,197

MBIA, Inc.

3,990

208,996

MetLife, Inc.

4,260

165,714

Prudential Financial, Inc.

2,400

137,160

Scottish Re Group Ltd.

1,570

36,864

St. Paul Travelers Companies, Inc.

4,930

176,494

Willis Group Holdings Ltd.

1,500

50,175

1,370,884

Real Estate - 3.4%

Alexandria Real Estate Equities, Inc.

1,500

103,230

CenterPoint Properties Trust (SBI)

2,580

106,322

Duke Realty Corp.

3,090

94,554

Education Realty Trust, Inc.

2,700

43,200

Equity Office Properties Trust

1,900

59,793

Equity Residential (SBI)

2,100

72,135

General Growth Properties, Inc.

4,720

184,599

GMH Communities Trust

2,500

29,375

Kimco Realty Corp.

1,400

77,546

Reckson Associates Realty Corp.

3,300

106,425

Trizec Properties, Inc.

3,400

67,966

United Dominion Realty Trust, Inc. (SBI)

3,800

84,170

Vornado Realty Trust

2,020

154,429

1,183,744

Thrifts & Mortgage Finance - 0.9%

Countrywide Financial Corp.

5,960

215,692

Fannie Mae

1,140

61,503

Freddie Mac

670

41,218

318,413

TOTAL FINANCIALS

4,197,388

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 14.5%

Biotechnology - 0.6%

CSL Ltd.

2,701

$ 66,660

MedImmune, Inc. (a)

1,200

30,444

Millennium Pharmaceuticals, Inc. (a)

9,790

85,760

ONYX Pharmaceuticals, Inc. (a)

1,000

30,890

213,754

Health Care Equipment & Supplies - 4.1%

Aspect Medical Systems, Inc. (a)

200

5,006

Baxter International, Inc.

15,250

565,763

Becton, Dickinson & Co.

1,370

80,172

CONMED Corp. (a)

881

26,183

Dade Behring Holdings, Inc. (a)

5,550

342,269

Fisher Scientific International, Inc. (a)

3,620

214,956

Varian, Inc. (a)

4,300

142,631

Waters Corp. (a)

900

35,667

1,412,647

Health Care Providers & Services - 8.3%

Accredo Health, Inc. (a)

800

36,240

AmerisourceBergen Corp.

6,100

373,808

Community Health Systems, Inc. (a)

8,910

324,770

HCA, Inc.

5,740

320,522

Health Net, Inc. (a)

6,400

217,792

Laboratory Corp. of America Holdings (a)

1,600

79,200

McKesson Corp.

11,000

407,000

Omnicare, Inc.

3,400

117,878

PacifiCare Health Systems, Inc. (a)

670

40,039

Pediatrix Medical Group, Inc. (a)

2,420

164,778

Quest Diagnostics, Inc.

2,130

225,354

Sunrise Senior Living, Inc. (a)

100

5,124

Triad Hospitals, Inc. (a)

3,670

188,088

Universal Health Services, Inc. Class B

5,670

321,716

WebMD Corp. (a)

9,930

94,335

2,916,644

Pharmaceuticals - 1.5%

Forest Laboratories, Inc. (a)

900

32,112

Schering-Plough Corp.

21,990

458,931

Wyeth

620

27,863

518,906

TOTAL HEALTH CARE

5,061,951

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 11.2%

Aerospace & Defense - 2.5%

EADS NV

4,360

$ 124,433

Goodrich Corp.

3,450

139,035

Honeywell International, Inc.

3,140

112,286

Lockheed Martin Corp.

1,230

74,969

Precision Castparts Corp.

5,370

395,554

Raytheon Co.

920

34,601

880,878

Airlines - 0.5%

ACE Aviation Holdings, Inc. Class A (a)

1,800

49,493

Ryanair Holdings PLC sponsored ADR (a)

2,810

112,822

Southwest Airlines Co.

1,500

22,320

184,635

Building Products - 0.7%

Masco Corp.

7,270

228,932

Commercial Services & Supplies - 1.0%

Aramark Corp. Class B

4,000

98,040

Knoll, Inc.

200

3,250

Manpower, Inc.

3,450

132,998

Steelcase, Inc. Class A

5,380

70,693

Waste Connections, Inc. (a)

635

22,365

327,346

Construction & Engineering - 1.8%

Dycom Industries, Inc. (a)

5,130

119,324

EMCOR Group, Inc. (a)

1,600

71,488

Fluor Corp.

8,370

431,557

622,369

Electrical Equipment - 0.1%

A.O. Smith Corp.

1,400

39,900

Industrial Conglomerates - 0.5%

Tyco International Ltd.

5,650

176,902

Machinery - 2.6%

Albany International Corp. Class A

5,350

167,776

Crane Co.

1,870

47,872

Gardner Denver, Inc. (a)

700

25,578

Harsco Corp.

2,970

159,341

JLG Industries, Inc.

3,000

61,140

Kennametal, Inc.

5,040

228,312

SPX Corp.

2,850

110,267

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - continued

Wabash National Corp.

3,820

$ 97,410

Watts Water Technologies, Inc. Class A

690

21,563

919,259

Road & Rail - 1.5%

Canadian National Railway Co.

3,305

189,761

CSX Corp.

4,580

183,795

Laidlaw International, Inc. (a)

6,625

148,334

521,890

Transportation Infrastructure - 0.0%

Macquarie Infrastructure Co. Trust

200

5,450

TOTAL INDUSTRIALS

3,907,561

INFORMATION TECHNOLOGY - 18.4%

Communications Equipment - 1.3%

Alcatel SA sponsored ADR (a)

9,780

105,233

Andrew Corp. (a)

6,430

78,896

Avaya, Inc. (a)

5,100

44,268

Motorola, Inc.

10,650

163,371

Powerwave Technologies, Inc. (a)

10,300

74,366

466,134

Computers & Peripherals - 3.5%

Dell, Inc. (a)

150

5,225

Maxtor Corp. (a)

27,880

135,218

Seagate Technology

17,600

309,408

Storage Technology Corp. (a)

9,190

255,482

UNOVA, Inc. (a)

5,030

89,333

Western Digital Corp. (a)

32,750

415,598

1,210,264

Electronic Equipment & Instruments - 5.3%

Agilent Technologies, Inc. (a)

6,800

141,100

Arrow Electronics, Inc. (a)

8,280

201,535

Avnet, Inc. (a)

12,900

243,681

Celestica, Inc. (sub. vtg.) (a)

25,410

293,810

Flextronics International Ltd. (a)

33,370

372,076

Mettler-Toledo International, Inc. (a)

4,160

190,736

Molex, Inc.

4,100

104,181

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Solectron Corp. (a)

26,990

$ 89,067

Symbol Technologies, Inc.

15,870

212,182

1,848,368

Internet Software & Services - 0.0%

MatrixOne, Inc. (a)

2,261

9,654

IT Services - 2.1%

Accenture Ltd. Class A (a)

2,300

49,910

Affiliated Computer Services, Inc. Class A (a)

5,350

255,035

BearingPoint, Inc. (a)

17,000

105,230

Ceridian Corp. (a)

15,830

267,052

The BISYS Group, Inc. (a)

4,700

66,364

743,591

Office Electronics - 1.5%

Xerox Corp. (a)

38,170

505,753

Semiconductors & Semiconductor Equipment - 3.3%

Agere Systems, Inc.:

Class A (a)

11,210

13,116

Class B (a)

21,180

24,992

AMIS Holdings, Inc. (a)

5,820

65,533

Applied Materials, Inc.

10,700

159,109

ASML Holding NV (NY Shares) (a)

11,200

162,288

ATMI, Inc. (a)

300

6,875

Exar Corp. (a)

2,131

27,042

Fairchild Semiconductor International, Inc. (a)

9,390

126,296

Freescale Semiconductor, Inc.:

Class A

3,500

65,520

Class B (a)

7,000

132,020

Microsemi Corp. (a)

3,300

55,836

National Semiconductor Corp.

8,600

164,088

Novellus Systems, Inc. (a)

6,240

146,203

1,148,918

Software - 1.4%

Borland Software Corp. (a)

8,286

48,142

Cadence Design Systems, Inc. (a)

9,200

128,800

Hummingbird Ltd. (a)

500

10,327

JDA Software Group, Inc. (a)

1,600

16,384

Quest Software, Inc. (a)

4,500

53,370

Secure Computing Corp. (a)

3,200

28,320

Siebel Systems, Inc. (a)

12,300

110,700

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Sybase, Inc. (a)

2,800

$ 53,004

TIBCO Software, Inc. (a)

3,900

27,846

VERITAS Software Corp. (a)

800

16,472

493,365

TOTAL INFORMATION TECHNOLOGY

6,426,047

MATERIALS - 6.9%

Chemicals - 2.7%

Albemarle Corp.

1,400

51,254

Celanese Corp. Class A

1,200

17,460

Cytec Industries, Inc.

2,700

124,524

Dow Chemical Co.

720

33,070

Ferro Corp.

4,450

80,634

Great Lakes Chemical Corp.

3,910

121,366

Lyondell Chemical Co.

8,110

203,480

NOVA Chemicals Corp.

2,020

65,479

OM Group, Inc. (a)

1,200

26,328

OMNOVA Solutions, Inc. (a)

7,780

31,509

PolyOne Corp. (a)

9,680

74,730

Spartech Corp.

3,300

64,251

Valspar Corp.

1,300

53,729

947,814

Construction Materials - 0.3%

Vulcan Materials Co.

1,700

90,168

Containers & Packaging - 1.3%

Owens-Illinois, Inc. (a)

13,780

337,886

Packaging Corp. of America

4,210

94,262

Smurfit-Stone Container Corp. (a)

870

11,406

443,554

Metals & Mining - 2.2%

Agnico-Eagle Mines Ltd.

4,610

60,998

Alcan, Inc.

6,650

215,616

Alcoa, Inc.

7,970

231,289

Gerdau AmeriSteel Corp.

1,700

8,444

Grupo Mexico SA de CV Series B (a)

1,989

9,294

Newmont Mining Corp.

2,180

82,775

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Nucor Corp.

2,500

$ 127,750

Usinas Siderurgicas de Minas Gerais SA (Usiminas) (PN-A)

1,500

30,131

766,297

Paper & Forest Products - 0.4%

Aracruz Celulose SA (PN-B) sponsored ADR

950

29,165

MeadWestvaco Corp.

3,150

92,768

Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)

3,200

35,168

157,101

TOTAL MATERIALS

2,404,934

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 1.9%

Alaska Communication Systems Group, Inc.

2,200

20,691

ALLTEL Corp.

1,900

108,224

BellSouth Corp.

3,510

92,980

CenturyTel, Inc.

2,160

66,290

Citizens Communications Co.

11,430

145,733

Iowa Telecommunication Services, Inc.

2,700

51,570

SBC Communications, Inc.

3,570

84,966

Verizon Communications, Inc.

3,040

108,832

679,286

Wireless Telecommunication Services - 1.2%

American Tower Corp. Class A (a)

9,280

159,894

Crown Castle International Corp. (a)

5,900

95,167

SpectraSite, Inc. (a)

2,680

150,428

405,489

TOTAL TELECOMMUNICATION SERVICES

1,084,775

UTILITIES - 5.3%

Electric Utilities - 4.6%

Edison International

6,760

245,388

Entergy Corp.

2,770

203,041

Exelon Corp.

2,700

133,650

PG&E Corp.

5,800

201,376

Pinnacle West Capital Corp.

1,400

58,660

PPL Corp.

3,510

190,453

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utilities - continued

TXU Corp.

5,340

$ 458,119

Westar Energy, Inc.

5,100

116,790

1,607,477

Multi-Utilities & Unregulated Power - 0.7%

AES Corp. (a)

8,530

137,162

CMS Energy Corp. (a)

900

11,628

NRG Energy, Inc. (a)

3,800

118,180

266,970

TOTAL UTILITIES

1,874,447

TOTAL COMMON STOCKS

(Cost $31,721,679)

32,719,562

Preferred Stocks - 0.9%

Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

250

4,725

FINANCIALS - 0.0%

Insurance - 0.0%

Hartford Financial Services Group, Inc. 6.00%

160

10,424

HEALTH CARE - 0.2%

Health Care Equipment & Supplies - 0.2%

Baxter International, Inc. 7.00%

1,280

71,283

MATERIALS - 0.3%

Containers & Packaging - 0.3%

Owens-Illinois, Inc. 4.75%

2,170

87,234

UTILITIES - 0.3%

Gas Utilities - 0.1%

KeySpan Corp. 8.75% MEDS

1,000

50,360

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - 0.2%

Dominion Resources, Inc. 8.75%

1,290

$ 71,638

TOTAL UTILITIES

121,998

TOTAL CONVERTIBLE PREFERRED STOCKS

295,664

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

Fannie Mae 7.00%

500

28,000

TOTAL PREFERRED STOCKS

(Cost $312,861)

323,664

Nonconvertible Bonds - 0.2%

Principal Amount

CONSUMER DISCRETIONARY - 0.0%

Leisure Equipment & Products - 0.0%

K2, Inc. 7.375% 7/1/14

$ 10,000

10,150

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Tenet Healthcare Corp. 6.375% 12/1/11

30,000

27,975

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Celestica, Inc. 7.875% 7/1/11

20,000

19,875

TOTAL NONCONVERTIBLE BONDS

(Cost $56,520)

58,000

Money Market Funds - 7.7%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.84% (b)
(Cost $2,681,434)

2,681,434

$ 2,681,434

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $34,772,494)

35,782,660

NET OTHER ASSETS - (2.3)%

(793,034)

NET ASSETS - 100%

$ 34,989,626

Security Type Abbreviations

MEDS

-

Mandatorily Exchangeable Debt Securities

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent quarter end is available upon request.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $34,772,494) - See accompanying schedule

$ 35,782,660

Foreign currency held at value (cost $4,105)

4,204

Receivable for investments sold

22,550

Receivable for fund shares sold

288,046

Dividends receivable

17,653

Interest receivable

8,047

Prepaid expenses

13

Receivable from investment adviser for expense reductions

12,365

Other receivables

1,779

Total assets

36,137,317

Liabilities

Payable for investments purchased

$ 1,050,151

Payable for fund shares redeemed

25,043

Accrued management fee

15,938

Distribution fees payable

17,161

Other affiliated payables

9,626

Other payables and accrued expenses

29,772

Total liabilities

1,147,691

Net Assets

$ 34,989,626

Net Assets consist of:

Paid in capital

$ 33,576,475

Accumulated net investment loss

(53,332)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

456,240

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,010,243

Net Assets

$ 34,989,626

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($6,758,255 ÷ 573,948 shares)

$ 11.78

Maximum offering price per share (100/94.25 of $11.78)

$ 12.50

Class T:
Net Asset Value
and redemption price per share ($14,709,728 ÷ 1,252,975 shares)

$ 11.74

Maximum offering price per share (100/96.50 of $11.74)

$ 12.17

Class B:
Net Asset Value
and offering price per share ($8,202,710 ÷ 702,559 shares)A

$ 11.68

Class C:
Net Asset Value
and offering price per share ($4,192,579 ÷ 358,980 shares)A

$ 11.68

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,126,354 ÷ 95,331 shares)

$ 11.82

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Dividends

$ 136,814

Interest

28,861

Total income

165,675

Expenses

Management fee

$ 73,810

Transfer agent fees

44,990

Distribution fees

81,203

Accounting fees and expenses

9,424

Independent trustees' compensation

53

Custodian fees and expenses

22,222

Registration fees

48,235

Audit

21,008

Legal

3,215

Miscellaneous

2,587

Total expenses before reductions

306,747

Expense reductions

(87,231)

219,516

Net investment income (loss)

(53,841)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

461,716

Foreign currency transactions

(1,236)

Total net realized gain (loss)

460,480

Change in net unrealized appreciation (depreciation) on:

Investment securities

281,780

Assets and liabilities in foreign currencies

64

Total change in net unrealized appreciation (depreciation)

281,844

Net gain (loss)

742,324

Net increase (decrease) in net assets resulting from operations

$ 688,483

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

December 23, 2003
(commencement
of operations) to
October 31, 2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (53,841)

$ (29,232)

Net realized gain (loss)

460,480

50,754

Change in net unrealized appreciation (depreciation)

281,844

728,399

Net increase (decrease) in net assets resulting
from operations

688,483

749,921

Distributions to shareholders from net realized gain

(25,096)

-

Share transactions - net increase (decrease)

19,466,676

14,109,642

Total increase (decrease) in net assets

20,130,063

14,859,563

Net Assets

Beginning of period

14,859,563

-

End of period (including accumulated net investment loss of $53,332 and undistributed net investment income of $509, respectively)

$ 34,989,626

$ 14,859,563

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.10

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- I

(.02) F

Net realized and unrealized gain (loss)

.71

1.12

Total from investment operations

.71

1.10

Distributions from net realized gain

(.03)

-

Net asset value, end of period

$ 11.78

$ 11.10

Total Return B, C, D

6.35%

11.00%

Ratios to Average Net Assets H

Expenses before expense reductions

2.00% A

4.33% A

Expenses net of voluntary waivers, if any

1.34% A

1.50% A

Expenses net of all reductions

1.32% A

1.48% A

Net investment income (loss)

(.03)% A

(.17)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 6,758

$ 2,543

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.02)

(.04) F

Net realized and unrealized gain (loss)

.70

1.12

Total from investment operations

.68

1.08

Distributions from net realized gain

(.02)

-

Net asset value, end of period

$ 11.74

$ 11.08

Total Return B, C, D

6.14%

10.80%

Ratios to Average Net Assets H

Expenses before expense reductions

2.22% A

4.29% A

Expenses net of voluntary waivers, if any

1.59% A

1.75% A

Expenses net of all reductions

1.57% A

1.73% A

Net investment income (loss)

(.29)% A

(.42)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,710

$ 5,581

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.03

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.08) F

Net realized and unrealized gain (loss)

.71

1.11

Total from investment operations

.66

1.03

Distributions from net realized gain

(.01)

-

Net asset value, end of period

$ 11.68

$ 11.03

Total Return B, C, D

5.94%

10.30%

Ratios to Average Net Assets H

Expenses before expense reductions

2.79% A

5.09% A

Expenses net of voluntary waivers, if any

2.10% A

2.25% A

Expenses net of all reductions

2.07% A

2.23% A

Net investment income (loss)

(.79)% A

(.93)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,203

$ 3,473

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.03

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.08) F

Net realized and unrealized gain (loss)

.70

1.11

Total from investment operations

.65

1.03

Net asset value, end of period

$ 11.68

$ 11.03

Total Return B, C, D

5.89%

10.30%

Ratios to Average Net Assets H

Expenses before expense reductions

2.80% A

5.11% A

Expenses net of voluntary waivers, if any

2.10% A

2.25% A

Expenses net of all reductions

2.08% A

2.23% A

Net investment income (loss)

(.79)% A

(.93)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,193

$ 2,372

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.13

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

.01 E

Net realized and unrealized gain (loss)

.71

1.12

Total from investment operations

.72

1.13

Distributions from net realized gain

(.03)

-

Net asset value, end of period

$ 11.82

$ 11.13

Total Return B, C

6.42%

11.30%

Ratios to Average Net Assets G

Expenses before expense reductions

1.67% A

4.35% A

Expenses net of voluntary waivers, if any

1.11% A

1.25% A

Expenses net of all reductions

1.09% A

1.23% A

Net investment income (loss)

.19% A

.07% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,126

$ 891

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.01 per share.

F For the period December 23, 2003 (commencement of operations) to October 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Value Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 2,639,612

Unrealized depreciation

(1,639,609)

Net unrealized appreciation (depreciation)

$ 1,000,003

Cost for federal income tax purposes

$ 34,782,657

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $21,701,201 and $3,235,949, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 5,843

$ 907

Class T

.25%

.25%

24,930

1,848

Class B

.75%

.25%

33,438

26,001

Class C

.75%

.25%

16,992

11,542

$ 81,203

$ 40,298

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 16,143

Class T

4,184

Class B*

3,374

Class C*

719

$ 24,420

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets
*

Class A

$ 8,997

.38

Class T

15,907

.32

Class B

12,646

.38

Class C

6,295

.37

Institutional Class

1,145

.22

$ 44,990

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $25,919 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $414 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.50% - 1.25%*

$ 15,379

Class T

1.75% - 1.50%*

31,243

Class B

2.25% - 2.00%*

23,135

Class C

2.25% - 2.00%*

11,817

Institutional Class

1.25% - 1.00%*

2,949

$ 84,523

* Expense limitation in effect at period end.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $2,702 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $6.

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future

Semiannual Report

7. Other - continued

claims that may be made against the fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the fund and one otherwise unaffiliated shareholder was the owner of record of 19% of the total outstanding shares of the fund.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004
A

From net realized gain

Class A

$ 7,329

$ -

Class T

13,268

-

Class B

2,417

-

Institutional Class

2,082

-

Total

$ 25,096

$ -

A For the period December 23, 2003 (commencement of operations) to October 31, 2004.

9. Share Transactions.

Transactions for each class of shares were as follows:

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Shares

Dollars

Class A

Shares sold

377,175

239,673

$ 4,510,004

$ 2,513,591

Reinvestment of distributions

587

-

6,977

-

Shares redeemed

(32,885)

(10,602)

(397,343)

(114,386)

Net increase (decrease)

344,877

229,071

$ 4,119,638

$ 2,399,205

Class T

Shares sold

902,193

514,614

$ 10,773,562

$ 5,453,190

Reinvestment of distributions

1,099

-

13,031

-

Shares redeemed

(154,045)

(10,886)

(1,863,936)

(113,286)

Net increase (decrease)

749,247

503,728

$ 8,922,657

$ 5,339,904

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Shares

Dollars

Class B

Shares sold

434,957

325,897

$ 5,101,739

$ 3,430,732

Reinvestment of distributions

191

-

2,259

-

Shares redeemed

(47,364)

(11,122)

(564,607)

(118,111)

Net increase (decrease)

387,784

314,775

$ 4,539,391

$ 3,312,621

Class C

Shares sold

187,675

216,729

$ 2,223,264

$ 2,265,640

Shares redeemed

(43,676)

(1,748)

(518,024)

(18,856)

Net increase (decrease)

143,999

214,981

$ 1,705,240

$ 2,246,784

Institutional Class

Shares sold

17,166

80,999

$ 203,124

$ 821,397

Reinvestment of distributions

173

-

2,058

-

Shares redeemed

(2,059)

(948)

(25,432)

(10,269)

Net increase (decrease)

15,280

80,051

$ 179,750

$ 811,128

A For the period December 23, 2003 (commencement of operations) to October 31, 2004.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.

Pittsburgh, PA

FAV-USAN-0605
1.800649.101

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

Value

Fund - Institutional Class

Semiannual Report

April 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (November 1, 2004 to April 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class A

Actual

$ 1,000.00

$ 1,063.50

$ 6.86**

HypotheticalA

$ 1,000.00

$ 1,018.15

$ 6.71**

Class T

Actual

$ 1,000.00

$ 1,061.40

$ 8.13**

HypotheticalA

$ 1,000.00

$ 1,016.91

$ 7.95**

Class B

Actual

$ 1,000.00

$ 1,059.40

$ 10.72**

HypotheticalA

$ 1,000.00

$ 1,014.38

$ 10.49**

Beginning
Account Value
November 1, 2004

Ending
Account Value
April 30, 2005

Expenses Paid
During Period
*
November 1, 2004
to April 30, 2005

Class C

Actual

$ 1,000.00

$ 1,058.90

$ 10.72**

HypotheticalA

$ 1,000.00

$ 1,014.38

$ 10.49**

Institutional Class

Actual

$ 1,000.00

$ 1,064.20

$ 5.68**

HypotheticalA

$ 1,000.00

$ 1,019.29

$ 5.56**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.34%**

Class T

1.59%**

Class B

2.10%**

Class C

2.10%**

Institutional Class

1.11%**

** If changes to voluntary expense limitations effective February 1, 2005 had been in effect during the period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

Annualized
Expense ratio

Expenses Paid

Class A

1.25%

Actual

$ 6.40

HypotheticalA

$ 6.26

Class T

1.50%

Actual

$ 7.67

HypotheticalA

$ 7.50

Class B

2.00%

Actual

$ 10.21

HypotheticalA

$ 9.99

Class C

2.00%

Actual

$ 10.21

HypotheticalA

$ 9.99

Institutional Class

1.00%

Actual

$ 5.12

HypotheticalA

$ 5.01

A 5% return per year before expenses

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Baxter International, Inc.

1.6

1.3

Xerox Corp.

1.5

1.3

Schering-Plough Corp.

1.3

0.8

TXU Corp.

1.3

1.1

Fluor Corp.

1.2

0.8

Royal Caribbean Cruises Ltd.

1.2

1.0

Western Digital Corp.

1.2

0.9

McKesson Corp.

1.2

0.5

Precision Castparts Corp.

1.1

0.9

AmerisourceBergen Corp.

1.1

0.5

12.7

Top Five Market Sectors as of April 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

18.5

16.1

Health Care

14.8

10.2

Financials

12.1

13.1

Consumer Discretionary

11.1

12.6

Industrials

11.2

13.0

Asset Allocation (% of fund's net assets)

As of April 30, 2005*

As of October 31, 2004**

Stocks 93.6%

Stocks 91.9%

Bonds 0.2%

Bonds 0.6%

Convertible
Securities 0.8%

Convertible
Securities 1.0%

Short-Term
Investments and
Net Other Assets 5.4%

Short-Term
Investments and
Net Other Assets 6.5%

* Foreign investments

9.5%

** Foreign investments

9.3%



Semiannual Report

Investments April 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.1%

Auto Components - 0.1%

BorgWarner, Inc.

1,000

$ 45,720

Automobiles - 0.0%

Monaco Coach Corp.

900

12,762

Hotels, Restaurants & Leisure - 3.7%

Brinker International, Inc. (a)

6,720

227,136

Caesars Entertainment, Inc. (a)

2,960

59,052

CBRL Group, Inc.

508

19,573

Domino's Pizza, Inc.

1,100

19,976

Harrah's Entertainment, Inc.

270

17,717

Hilton Hotels Corp.

2,860

62,434

Outback Steakhouse, Inc.

5,750

232,300

Royal Caribbean Cruises Ltd.

9,960

418,519

Wendy's International, Inc.

5,620

241,267

1,297,974

Household Durables - 0.7%

Jarden Corp. (a)

1,250

55,838

Newell Rubbermaid, Inc.

7,290

158,412

Sony Corp. sponsored ADR

1,100

40,381

254,631

Leisure Equipment & Products - 1.1%

Brunswick Corp.

3,730

156,660

Eastman Kodak Co.

7,000

175,000

K2, Inc. (a)

3,660

46,555

RC2 Corp. (a)

510

17,677

395,892

Media - 1.6%

E.W. Scripps Co. Class A

1,040

52,967

Emmis Communications Corp. Class A (a)

3,520

54,314

Lamar Advertising Co. Class A (a)

1,200

44,856

The Reader's Digest Association, Inc. (non-vtg.)

9,110

154,870

Tribune Co.

2,800

108,080

Viacom, Inc. Class B (-vtg.)

3,725

128,960

544,047

Multiline Retail - 1.2%

Big Lots, Inc. (a)

15,180

154,532

Family Dollar Stores, Inc.

5,000

134,900

Nordstrom, Inc.

2,440

124,025

413,457

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 2.0%

AutoNation, Inc. (a)

3,490

$ 63,762

Blockbuster, Inc.:

Class A

167

1,653

Class B

167

1,576

Office Depot, Inc. (a)

2,860

55,999

OfficeMax, Inc.

1,700

55,216

Pier 1 Imports, Inc.

10,330

149,992

Select Comfort Corp. (a)

230

5,088

Sports Authority, Inc. (a)

4,900

130,340

Stage Stores, Inc. (a)

1,390

52,570

TBC Corp. New (a)

1,100

28,776

Tiffany & Co., Inc.

5,000

150,750

Toys 'R' Us, Inc. (a)

370

9,380

705,102

Textiles, Apparel & Luxury Goods - 0.7%

Liz Claiborne, Inc.

5,140

182,110

Warnaco Group, Inc. (a)

2,100

47,166

229,276

TOTAL CONSUMER DISCRETIONARY

3,898,861

CONSUMER STAPLES - 2.3%

Beverages - 0.2%

Cott Corp. (a)

2,500

55,926

Food & Staples Retailing - 0.7%

Safeway, Inc. (a)

12,120

258,035

Food Products - 0.8%

Bunge Ltd.

1,000

56,800

Corn Products International, Inc.

1,800

39,636

Dean Foods Co. (a)

5,390

185,200

Global Bio-Chem Technology Group Co. Ltd.

20,000

13,085

294,721

Household Products - 0.6%

Colgate-Palmolive Co.

4,000

199,160

TOTAL CONSUMER STAPLES

807,842

ENERGY - 8.7%

Energy Equipment & Services - 7.4%

Baker Hughes, Inc.

4,600

202,952

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

BJ Services Co.

2,970

$ 144,788

Cooper Cameron Corp. (a)

4,350

238,989

ENSCO International, Inc.

3,070

100,082

FMC Technologies, Inc. (a)

2,830

85,834

GlobalSantaFe Corp.

3,300

110,880

Grant Prideco, Inc. (a)

7,425

164,464

Halliburton Co.

6,700

278,653

Helmerich & Payne, Inc.

4,530

174,133

Nabors Industries Ltd. (a)

2,920

157,300

National Oilwell Varco, Inc. (a)

4,550

180,817

Noble Corp.

4,090

208,181

Pride International, Inc. (a)

2,390

53,297

Smith International, Inc.

3,000

174,540

Transocean, Inc. (a)

4,030

186,871

Weatherford International Ltd. (a)

2,660

138,719

2,600,500

Oil & Gas - 1.3%

Ashland, Inc.

3,580

240,719

McMoRan Exploration Co. (a)

1,400

25,228

Premcor, Inc.

1,370

90,626

Valero Energy Corp.

1,440

98,683

455,256

TOTAL ENERGY

3,055,756

FINANCIALS - 12.0%

Capital Markets - 2.0%

Charles Schwab Corp.

3,510

36,329

Janus Capital Group, Inc.

10,230

132,888

Lehman Brothers Holdings, Inc.

2,120

194,446

Merrill Lynch & Co., Inc.

3,200

172,576

Nuveen Investments, Inc. Class A

1,300

44,187

State Street Corp.

2,200

101,706

682,132

Commercial Banks - 1.5%

Bank of America Corp.

3,168

142,687

North Fork Bancorp, Inc., New York

600

16,890

UnionBanCal Corp.

2,350

144,666

Wachovia Corp.

4,350

222,633

526,876

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Consumer Finance - 0.2%

MBNA Corp.

3,700

$ 73,075

Diversified Financial Services - 0.1%

Citigroup, Inc.

900

42,264

Insurance - 3.9%

AFLAC, Inc.

8,650

351,623

AMBAC Financial Group, Inc.

2,760

184,506

Genworth Financial, Inc. Class A (non-vtg.)

900

25,155

Marsh & McLennan Companies, Inc.

1,220

34,197

MBIA, Inc.

3,990

208,996

MetLife, Inc.

4,260

165,714

Prudential Financial, Inc.

2,400

137,160

Scottish Re Group Ltd.

1,570

36,864

St. Paul Travelers Companies, Inc.

4,930

176,494

Willis Group Holdings Ltd.

1,500

50,175

1,370,884

Real Estate - 3.4%

Alexandria Real Estate Equities, Inc.

1,500

103,230

CenterPoint Properties Trust (SBI)

2,580

106,322

Duke Realty Corp.

3,090

94,554

Education Realty Trust, Inc.

2,700

43,200

Equity Office Properties Trust

1,900

59,793

Equity Residential (SBI)

2,100

72,135

General Growth Properties, Inc.

4,720

184,599

GMH Communities Trust

2,500

29,375

Kimco Realty Corp.

1,400

77,546

Reckson Associates Realty Corp.

3,300

106,425

Trizec Properties, Inc.

3,400

67,966

United Dominion Realty Trust, Inc. (SBI)

3,800

84,170

Vornado Realty Trust

2,020

154,429

1,183,744

Thrifts & Mortgage Finance - 0.9%

Countrywide Financial Corp.

5,960

215,692

Fannie Mae

1,140

61,503

Freddie Mac

670

41,218

318,413

TOTAL FINANCIALS

4,197,388

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 14.5%

Biotechnology - 0.6%

CSL Ltd.

2,701

$ 66,660

MedImmune, Inc. (a)

1,200

30,444

Millennium Pharmaceuticals, Inc. (a)

9,790

85,760

ONYX Pharmaceuticals, Inc. (a)

1,000

30,890

213,754

Health Care Equipment & Supplies - 4.1%

Aspect Medical Systems, Inc. (a)

200

5,006

Baxter International, Inc.

15,250

565,763

Becton, Dickinson & Co.

1,370

80,172

CONMED Corp. (a)

881

26,183

Dade Behring Holdings, Inc. (a)

5,550

342,269

Fisher Scientific International, Inc. (a)

3,620

214,956

Varian, Inc. (a)

4,300

142,631

Waters Corp. (a)

900

35,667

1,412,647

Health Care Providers & Services - 8.3%

Accredo Health, Inc. (a)

800

36,240

AmerisourceBergen Corp.

6,100

373,808

Community Health Systems, Inc. (a)

8,910

324,770

HCA, Inc.

5,740

320,522

Health Net, Inc. (a)

6,400

217,792

Laboratory Corp. of America Holdings (a)

1,600

79,200

McKesson Corp.

11,000

407,000

Omnicare, Inc.

3,400

117,878

PacifiCare Health Systems, Inc. (a)

670

40,039

Pediatrix Medical Group, Inc. (a)

2,420

164,778

Quest Diagnostics, Inc.

2,130

225,354

Sunrise Senior Living, Inc. (a)

100

5,124

Triad Hospitals, Inc. (a)

3,670

188,088

Universal Health Services, Inc. Class B

5,670

321,716

WebMD Corp. (a)

9,930

94,335

2,916,644

Pharmaceuticals - 1.5%

Forest Laboratories, Inc. (a)

900

32,112

Schering-Plough Corp.

21,990

458,931

Wyeth

620

27,863

518,906

TOTAL HEALTH CARE

5,061,951

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 11.2%

Aerospace & Defense - 2.5%

EADS NV

4,360

$ 124,433

Goodrich Corp.

3,450

139,035

Honeywell International, Inc.

3,140

112,286

Lockheed Martin Corp.

1,230

74,969

Precision Castparts Corp.

5,370

395,554

Raytheon Co.

920

34,601

880,878

Airlines - 0.5%

ACE Aviation Holdings, Inc. Class A (a)

1,800

49,493

Ryanair Holdings PLC sponsored ADR (a)

2,810

112,822

Southwest Airlines Co.

1,500

22,320

184,635

Building Products - 0.7%

Masco Corp.

7,270

228,932

Commercial Services & Supplies - 1.0%

Aramark Corp. Class B

4,000

98,040

Knoll, Inc.

200

3,250

Manpower, Inc.

3,450

132,998

Steelcase, Inc. Class A

5,380

70,693

Waste Connections, Inc. (a)

635

22,365

327,346

Construction & Engineering - 1.8%

Dycom Industries, Inc. (a)

5,130

119,324

EMCOR Group, Inc. (a)

1,600

71,488

Fluor Corp.

8,370

431,557

622,369

Electrical Equipment - 0.1%

A.O. Smith Corp.

1,400

39,900

Industrial Conglomerates - 0.5%

Tyco International Ltd.

5,650

176,902

Machinery - 2.6%

Albany International Corp. Class A

5,350

167,776

Crane Co.

1,870

47,872

Gardner Denver, Inc. (a)

700

25,578

Harsco Corp.

2,970

159,341

JLG Industries, Inc.

3,000

61,140

Kennametal, Inc.

5,040

228,312

SPX Corp.

2,850

110,267

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - continued

Wabash National Corp.

3,820

$ 97,410

Watts Water Technologies, Inc. Class A

690

21,563

919,259

Road & Rail - 1.5%

Canadian National Railway Co.

3,305

189,761

CSX Corp.

4,580

183,795

Laidlaw International, Inc. (a)

6,625

148,334

521,890

Transportation Infrastructure - 0.0%

Macquarie Infrastructure Co. Trust

200

5,450

TOTAL INDUSTRIALS

3,907,561

INFORMATION TECHNOLOGY - 18.4%

Communications Equipment - 1.3%

Alcatel SA sponsored ADR (a)

9,780

105,233

Andrew Corp. (a)

6,430

78,896

Avaya, Inc. (a)

5,100

44,268

Motorola, Inc.

10,650

163,371

Powerwave Technologies, Inc. (a)

10,300

74,366

466,134

Computers & Peripherals - 3.5%

Dell, Inc. (a)

150

5,225

Maxtor Corp. (a)

27,880

135,218

Seagate Technology

17,600

309,408

Storage Technology Corp. (a)

9,190

255,482

UNOVA, Inc. (a)

5,030

89,333

Western Digital Corp. (a)

32,750

415,598

1,210,264

Electronic Equipment & Instruments - 5.3%

Agilent Technologies, Inc. (a)

6,800

141,100

Arrow Electronics, Inc. (a)

8,280

201,535

Avnet, Inc. (a)

12,900

243,681

Celestica, Inc. (sub. vtg.) (a)

25,410

293,810

Flextronics International Ltd. (a)

33,370

372,076

Mettler-Toledo International, Inc. (a)

4,160

190,736

Molex, Inc.

4,100

104,181

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Solectron Corp. (a)

26,990

$ 89,067

Symbol Technologies, Inc.

15,870

212,182

1,848,368

Internet Software & Services - 0.0%

MatrixOne, Inc. (a)

2,261

9,654

IT Services - 2.1%

Accenture Ltd. Class A (a)

2,300

49,910

Affiliated Computer Services, Inc. Class A (a)

5,350

255,035

BearingPoint, Inc. (a)

17,000

105,230

Ceridian Corp. (a)

15,830

267,052

The BISYS Group, Inc. (a)

4,700

66,364

743,591

Office Electronics - 1.5%

Xerox Corp. (a)

38,170

505,753

Semiconductors & Semiconductor Equipment - 3.3%

Agere Systems, Inc.:

Class A (a)

11,210

13,116

Class B (a)

21,180

24,992

AMIS Holdings, Inc. (a)

5,820

65,533

Applied Materials, Inc.

10,700

159,109

ASML Holding NV (NY Shares) (a)

11,200

162,288

ATMI, Inc. (a)

300

6,875

Exar Corp. (a)

2,131

27,042

Fairchild Semiconductor International, Inc. (a)

9,390

126,296

Freescale Semiconductor, Inc.:

Class A

3,500

65,520

Class B (a)

7,000

132,020

Microsemi Corp. (a)

3,300

55,836

National Semiconductor Corp.

8,600

164,088

Novellus Systems, Inc. (a)

6,240

146,203

1,148,918

Software - 1.4%

Borland Software Corp. (a)

8,286

48,142

Cadence Design Systems, Inc. (a)

9,200

128,800

Hummingbird Ltd. (a)

500

10,327

JDA Software Group, Inc. (a)

1,600

16,384

Quest Software, Inc. (a)

4,500

53,370

Secure Computing Corp. (a)

3,200

28,320

Siebel Systems, Inc. (a)

12,300

110,700

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Sybase, Inc. (a)

2,800

$ 53,004

TIBCO Software, Inc. (a)

3,900

27,846

VERITAS Software Corp. (a)

800

16,472

493,365

TOTAL INFORMATION TECHNOLOGY

6,426,047

MATERIALS - 6.9%

Chemicals - 2.7%

Albemarle Corp.

1,400

51,254

Celanese Corp. Class A

1,200

17,460

Cytec Industries, Inc.

2,700

124,524

Dow Chemical Co.

720

33,070

Ferro Corp.

4,450

80,634

Great Lakes Chemical Corp.

3,910

121,366

Lyondell Chemical Co.

8,110

203,480

NOVA Chemicals Corp.

2,020

65,479

OM Group, Inc. (a)

1,200

26,328

OMNOVA Solutions, Inc. (a)

7,780

31,509

PolyOne Corp. (a)

9,680

74,730

Spartech Corp.

3,300

64,251

Valspar Corp.

1,300

53,729

947,814

Construction Materials - 0.3%

Vulcan Materials Co.

1,700

90,168

Containers & Packaging - 1.3%

Owens-Illinois, Inc. (a)

13,780

337,886

Packaging Corp. of America

4,210

94,262

Smurfit-Stone Container Corp. (a)

870

11,406

443,554

Metals & Mining - 2.2%

Agnico-Eagle Mines Ltd.

4,610

60,998

Alcan, Inc.

6,650

215,616

Alcoa, Inc.

7,970

231,289

Gerdau AmeriSteel Corp.

1,700

8,444

Grupo Mexico SA de CV Series B (a)

1,989

9,294

Newmont Mining Corp.

2,180

82,775

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Nucor Corp.

2,500

$ 127,750

Usinas Siderurgicas de Minas Gerais SA (Usiminas) (PN-A)

1,500

30,131

766,297

Paper & Forest Products - 0.4%

Aracruz Celulose SA (PN-B) sponsored ADR

950

29,165

MeadWestvaco Corp.

3,150

92,768

Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)

3,200

35,168

157,101

TOTAL MATERIALS

2,404,934

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 1.9%

Alaska Communication Systems Group, Inc.

2,200

20,691

ALLTEL Corp.

1,900

108,224

BellSouth Corp.

3,510

92,980

CenturyTel, Inc.

2,160

66,290

Citizens Communications Co.

11,430

145,733

Iowa Telecommunication Services, Inc.

2,700

51,570

SBC Communications, Inc.

3,570

84,966

Verizon Communications, Inc.

3,040

108,832

679,286

Wireless Telecommunication Services - 1.2%

American Tower Corp. Class A (a)

9,280

159,894

Crown Castle International Corp. (a)

5,900

95,167

SpectraSite, Inc. (a)

2,680

150,428

405,489

TOTAL TELECOMMUNICATION SERVICES

1,084,775

UTILITIES - 5.3%

Electric Utilities - 4.6%

Edison International

6,760

245,388

Entergy Corp.

2,770

203,041

Exelon Corp.

2,700

133,650

PG&E Corp.

5,800

201,376

Pinnacle West Capital Corp.

1,400

58,660

PPL Corp.

3,510

190,453

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utilities - continued

TXU Corp.

5,340

$ 458,119

Westar Energy, Inc.

5,100

116,790

1,607,477

Multi-Utilities & Unregulated Power - 0.7%

AES Corp. (a)

8,530

137,162

CMS Energy Corp. (a)

900

11,628

NRG Energy, Inc. (a)

3,800

118,180

266,970

TOTAL UTILITIES

1,874,447

TOTAL COMMON STOCKS

(Cost $31,721,679)

32,719,562

Preferred Stocks - 0.9%

Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

250

4,725

FINANCIALS - 0.0%

Insurance - 0.0%

Hartford Financial Services Group, Inc. 6.00%

160

10,424

HEALTH CARE - 0.2%

Health Care Equipment & Supplies - 0.2%

Baxter International, Inc. 7.00%

1,280

71,283

MATERIALS - 0.3%

Containers & Packaging - 0.3%

Owens-Illinois, Inc. 4.75%

2,170

87,234

UTILITIES - 0.3%

Gas Utilities - 0.1%

KeySpan Corp. 8.75% MEDS

1,000

50,360

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - 0.2%

Dominion Resources, Inc. 8.75%

1,290

$ 71,638

TOTAL UTILITIES

121,998

TOTAL CONVERTIBLE PREFERRED STOCKS

295,664

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

Fannie Mae 7.00%

500

28,000

TOTAL PREFERRED STOCKS

(Cost $312,861)

323,664

Nonconvertible Bonds - 0.2%

Principal Amount

CONSUMER DISCRETIONARY - 0.0%

Leisure Equipment & Products - 0.0%

K2, Inc. 7.375% 7/1/14

$ 10,000

10,150

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Tenet Healthcare Corp. 6.375% 12/1/11

30,000

27,975

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Celestica, Inc. 7.875% 7/1/11

20,000

19,875

TOTAL NONCONVERTIBLE BONDS

(Cost $56,520)

58,000

Money Market Funds - 7.7%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.84% (b)
(Cost $2,681,434)

2,681,434

$ 2,681,434

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $34,772,494)

35,782,660

NET OTHER ASSETS - (2.3)%

(793,034)

NET ASSETS - 100%

$ 34,989,626

Security Type Abbreviations

MEDS

-

Mandatorily Exchangeable Debt Securities

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent quarter end is available upon request.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $34,772,494) - See accompanying schedule

$ 35,782,660

Foreign currency held at value (cost $4,105)

4,204

Receivable for investments sold

22,550

Receivable for fund shares sold

288,046

Dividends receivable

17,653

Interest receivable

8,047

Prepaid expenses

13

Receivable from investment adviser for expense reductions

12,365

Other receivables

1,779

Total assets

36,137,317

Liabilities

Payable for investments purchased

$ 1,050,151

Payable for fund shares redeemed

25,043

Accrued management fee

15,938

Distribution fees payable

17,161

Other affiliated payables

9,626

Other payables and accrued expenses

29,772

Total liabilities

1,147,691

Net Assets

$ 34,989,626

Net Assets consist of:

Paid in capital

$ 33,576,475

Accumulated net investment loss

(53,332)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

456,240

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,010,243

Net Assets

$ 34,989,626

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

April 30, 2005 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($6,758,255 ÷ 573,948 shares)

$ 11.78

Maximum offering price per share (100/94.25 of $11.78)

$ 12.50

Class T:
Net Asset Value
and redemption price per share ($14,709,728 ÷ 1,252,975 shares)

$ 11.74

Maximum offering price per share (100/96.50 of $11.74)

$ 12.17

Class B:
Net Asset Value
and offering price per share ($8,202,710 ÷ 702,559 shares)A

$ 11.68

Class C:
Net Asset Value
and offering price per share ($4,192,579 ÷ 358,980 shares)A

$ 11.68

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,126,354 ÷ 95,331 shares)

$ 11.82

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2005 (Unaudited)

Investment Income

Dividends

$ 136,814

Interest

28,861

Total income

165,675

Expenses

Management fee

$ 73,810

Transfer agent fees

44,990

Distribution fees

81,203

Accounting fees and expenses

9,424

Independent trustees' compensation

53

Custodian fees and expenses

22,222

Registration fees

48,235

Audit

21,008

Legal

3,215

Miscellaneous

2,587

Total expenses before reductions

306,747

Expense reductions

(87,231)

219,516

Net investment income (loss)

(53,841)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

461,716

Foreign currency transactions

(1,236)

Total net realized gain (loss)

460,480

Change in net unrealized appreciation (depreciation) on:

Investment securities

281,780

Assets and liabilities in foreign currencies

64

Total change in net unrealized appreciation (depreciation)

281,844

Net gain (loss)

742,324

Net increase (decrease) in net assets resulting from operations

$ 688,483

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Six months ended
April 30, 2005
(Unaudited)

December 23, 2003
(commencement
of operations) to
October 31, 2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (53,841)

$ (29,232)

Net realized gain (loss)

460,480

50,754

Change in net unrealized appreciation (depreciation)

281,844

728,399

Net increase (decrease) in net assets resulting
from operations

688,483

749,921

Distributions to shareholders from net realized gain

(25,096)

-

Share transactions - net increase (decrease)

19,466,676

14,109,642

Total increase (decrease) in net assets

20,130,063

14,859,563

Net Assets

Beginning of period

14,859,563

-

End of period (including accumulated net investment loss of $53,332 and undistributed net investment income of $509, respectively)

$ 34,989,626

$ 14,859,563

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.10

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- I

(.02) F

Net realized and unrealized gain (loss)

.71

1.12

Total from investment operations

.71

1.10

Distributions from net realized gain

(.03)

-

Net asset value, end of period

$ 11.78

$ 11.10

Total Return B, C, D

6.35%

11.00%

Ratios to Average Net Assets H

Expenses before expense reductions

2.00% A

4.33% A

Expenses net of voluntary waivers, if any

1.34% A

1.50% A

Expenses net of all reductions

1.32% A

1.48% A

Net investment income (loss)

(.03)% A

(.17)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 6,758

$ 2,543

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.02)

(.04) F

Net realized and unrealized gain (loss)

.70

1.12

Total from investment operations

.68

1.08

Distributions from net realized gain

(.02)

-

Net asset value, end of period

$ 11.74

$ 11.08

Total Return B, C, D

6.14%

10.80%

Ratios to Average Net Assets H

Expenses before expense reductions

2.22% A

4.29% A

Expenses net of voluntary waivers, if any

1.59% A

1.75% A

Expenses net of all reductions

1.57% A

1.73% A

Net investment income (loss)

(.29)% A

(.42)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,710

$ 5,581

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.03

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.08) F

Net realized and unrealized gain (loss)

.71

1.11

Total from investment operations

.66

1.03

Distributions from net realized gain

(.01)

-

Net asset value, end of period

$ 11.68

$ 11.03

Total Return B, C, D

5.94%

10.30%

Ratios to Average Net Assets H

Expenses before expense reductions

2.79% A

5.09% A

Expenses net of voluntary waivers, if any

2.10% A

2.25% A

Expenses net of all reductions

2.07% A

2.23% A

Net investment income (loss)

(.79)% A

(.93)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,203

$ 3,473

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.03

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.08) F

Net realized and unrealized gain (loss)

.70

1.11

Total from investment operations

.65

1.03

Net asset value, end of period

$ 11.68

$ 11.03

Total Return B, C, D

5.89%

10.30%

Ratios to Average Net Assets H

Expenses before expense reductions

2.80% A

5.11% A

Expenses net of voluntary waivers, if any

2.10% A

2.25% A

Expenses net of all reductions

2.08% A

2.23% A

Net investment income (loss)

(.79)% A

(.93)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,193

$ 2,372

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Investment income per share reflects a special dividend which amounted to $.01 per share.

G For the period December 23, 2003 (commencement of operations) to October 31, 2004.

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 other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
April 30, 2005

Year ended
October 31,

(Unaudited)

2004 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.13

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

.01 E

Net realized and unrealized gain (loss)

.71

1.12

Total from investment operations

.72

1.13

Distributions from net realized gain

(.03)

-

Net asset value, end of period

$ 11.82

$ 11.13

Total Return B, C

6.42%

11.30%

Ratios to Average Net Assets G

Expenses before expense reductions

1.67% A

4.35% A

Expenses net of voluntary waivers, if any

1.11% A

1.25% A

Expenses net of all reductions

1.09% A

1.23% A

Net investment income (loss)

.19% A

.07% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,126

$ 891

Portfolio turnover rate

27% A

30% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.01 per share.

F For the period December 23, 2003 (commencement of operations) to October 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Advisor Value Fund (the fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 2,639,612

Unrealized depreciation

(1,639,609)

Net unrealized appreciation (depreciation)

$ 1,000,003

Cost for federal income tax purposes

$ 34,782,657

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $21,701,201 and $3,235,949, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 5,843

$ 907

Class T

.25%

.25%

24,930

1,848

Class B

.75%

.25%

33,438

26,001

Class C

.75%

.25%

16,992

11,542

$ 81,203

$ 40,298

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 16,143

Class T

4,184

Class B*

3,374

Class C*

719

$ 24,420

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

Amount

% of
Average
Net Assets
*

Class A

$ 8,997

.38

Class T

15,907

.32

Class B

12,646

.38

Class C

6,295

.37

Institutional Class

1,145

.22

$ 44,990

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $25,919 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $414 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.50% - 1.25%*

$ 15,379

Class T

1.75% - 1.50%*

31,243

Class B

2.25% - 2.00%*

23,135

Class C

2.25% - 2.00%*

11,817

Institutional Class

1.25% - 1.00%*

2,949

$ 84,523

* Expense limitation in effect at period end.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $2,702 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $6.

7. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future

Semiannual Report

7. Other - continued

claims that may be made against the fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the fund and one otherwise unaffiliated shareholder was the owner of record of 19% of the total outstanding shares of the fund.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
April 30,
2005

Year ended
October 31,
2004
A

From net realized gain

Class A

$ 7,329

$ -

Class T

13,268

-

Class B

2,417

-

Institutional Class

2,082

-

Total

$ 25,096

$ -

A For the period December 23, 2003 (commencement of operations) to October 31, 2004.

9. Share Transactions.

Transactions for each class of shares were as follows:

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Shares

Dollars

Class A

Shares sold

377,175

239,673

$ 4,510,004

$ 2,513,591

Reinvestment of distributions

587

-

6,977

-

Shares redeemed

(32,885)

(10,602)

(397,343)

(114,386)

Net increase (decrease)

344,877

229,071

$ 4,119,638

$ 2,399,205

Class T

Shares sold

902,193

514,614

$ 10,773,562

$ 5,453,190

Reinvestment of distributions

1,099

-

13,031

-

Shares redeemed

(154,045)

(10,886)

(1,863,936)

(113,286)

Net increase (decrease)

749,247

503,728

$ 8,922,657

$ 5,339,904

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Six months ended
April 30, 2005

Year ended
October 31, 2004
A

Shares

Dollars

Class B

Shares sold

434,957

325,897

$ 5,101,739

$ 3,430,732

Reinvestment of distributions

191

-

2,259

-

Shares redeemed

(47,364)

(11,122)

(564,607)

(118,111)

Net increase (decrease)

387,784

314,775

$ 4,539,391

$ 3,312,621

Class C

Shares sold

187,675

216,729

$ 2,223,264

$ 2,265,640

Shares redeemed

(43,676)

(1,748)

(518,024)

(18,856)

Net increase (decrease)

143,999

214,981

$ 1,705,240

$ 2,246,784

Institutional Class

Shares sold

17,166

80,999

$ 203,124

$ 821,397

Reinvestment of distributions

173

-

2,058

-

Shares redeemed

(2,059)

(948)

(25,432)

(10,269)

Net increase (decrease)

15,280

80,051

$ 179,750

$ 811,128

A For the period December 23, 2003 (commencement of operations) to October 31, 2004.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,491,014,660.12

68.216

Against

1,110,401,588.77

11.670

Abstain

364,285,629.16

3.828

Broker
Non-Votes

1,549,650,136.89

16.286

TOTAL

9,515,352,014.94

100.000

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Laura B. Cronin

Affirmative

9,191,010,795.38

96.591

Withheld

324,341,219.56

3.409

TOTAL

9,515,352,014.94

100.000

Dennis J. Dirks

Affirmative

9,199,049,001.28

96.676

Withheld

316,303,013.66

3.324

TOTAL

9,515,352,014.94

100.000

Robert M. Gates

Affirmative

9,189,372,083.98

96.574

Withheld

325,979,930.96

3.426

TOTAL

9,515,352,014.94

100.000

George H. Heilmeier

Affirmative

9,191,183,741.44

96.593

Withheld

324,168,273.50

3.407

TOTAL

9,515,352,014.94

100.000

Abigail P. Johnson

Affirmative

9,174,139,780.45

96.414

Withheld

341,212,234.49

3.586

TOTAL

9,515,352,014.94

100.000

# of
Votes

% of
Votes

Edward C. Johnson 3d

Affirmative

9,167,856,276.61

96.348

Withheld

347,495,738.33

3.652

TOTAL

9,515,352,014.94

100.000

Marie L. Knowles

Affirmative

9,196,147,863.00

96.645

Withheld

319,204,151.94

3.355

TOTAL

9,515,352,014.94

100.000

Ned C. Lautenbach

Affirmative

9,193,561,981.00

96.618

Withheld

321,790,033.94

3.382

TOTAL

9,515,352,014.94

100.000

Marvin L. Mann

Affirmative

9,184,085,149.84

96.519

Withheld

331,266,865.10

3.481

TOTAL

9,515,352,014.94

100.000

William O. McCoy

Affirmative

9,187,317,991.01

96.553

Withheld

328,034,023.93

3.447

TOTAL

9,515,352,014.94

100.000

Robert L. Reynolds

Affirmative

9,193,543,677.54

96.618

Withheld

321,808,337.40

3.382

TOTAL

9,515,352,014.94

100.000

Cornelia M. Small

Affirmative

9,193,853,155.26

96.621

Withheld

321,498,859.68

3.379

TOTAL

9,515,352,014.94

100.000

William S. Stavropoulos

Affirmative

9,191,672,816.31

96.598

Withheld

323,679,198.63

3.402

TOTAL

9,515,352,014.94

100.000

Kenneth L. Wolfe

Affirmative

9,193,356,513.29

96.616

Withheld

321,995,501.65

3.384

TOTAL

9,515,352,014.94

100.000

A Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.

Pittsburgh, PA

FAVI-USAN-0605
1.800652.101

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Advisor Series II's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Advisor Series II's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Advisor Series II

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

September 7, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

September 7, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

September 7, 2005