N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4707

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:

August 31

Date of reporting period:

August 31, 2006

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor

Intermediate Bond

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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 3.75% sales charge) A

-1.93%

3.75%

5.30%

Class T (incl. 2.75% sales charge)

-0.91%

3.85%

5.31%

Class B (incl. contingent deferred
sales charge) B

-1.83%

3.87%

5.41%

Class C (incl. contingent deferred
sales charge) C

0.05%

3.64%

4.81%

A Class A shares bear a 0.15% 12b-1 fee. The initial offering of Class A shares took place on September 3, 1996. Returns prior to September 3, 1996 are those of Class T and reflect Class T shares' 0.25% 12b-1 fee.

B Class B shares bear a 0.90% 12b-1 fee. Class B shares' contingent deferred sales charge included in the past one year, past five years, and past 10 years total return figures are 3%, 0%, and 0%, respectively.

C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on November 3, 1997. Returns prior to November 3, 1997 are those of Class B and reflect Class B shares' 0.90% 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. Class C shares' contingent deferred sales charge included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Intermediate Bond Fund - Class T on August 31, 1996 and the current 2.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Intermediate Government/Credit Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Ford O'Neil, Portfolio Manager of Fidelity® Advisor Intermediate Bond Fund

Bonds sank in the first two months of the year ending August 31, 2006, after Gulf Coast hurricanes sent energy prices soaring, prompting fears of a corresponding leap in inflation. However, core inflation readings remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But the asset class fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. Bonds rose again in July and August, though, after Fed Chairman Ben Bernanke hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the 12-month period as a whole according the Lehman Brothers® Aggregate Bond Index.

The fund's Class A, Class T, Class B and Class C shares gained 1.89%, 1.89%, 1.09% and 1.02%, respectively (excluding sales charges), for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers Intermediate Government/Credit Bond Index returned 1.87%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Class A, Class T, Class B and Class C shares gained 3.23%, 3.15%, 2.57% and 2.51%, respectively (excluding sales charges), while the Lehman Brothers index rose 3.30%. Sector selection provided the biggest boost to the portfolio's performance relative to the index during the 12-month period. Despite being underexposed to agency securities - one of the better performing segments of the bond market - the fund benefited from out-of-benchmark stakes in high-quality, higher-yielding securitized products such as mortgage-backed and asset-backed securities. Out-of-index holdings in collateralized mortgage obligations and commercial mortgage-backed securities also worked in the fund's favor, as they were bolstered in large part by strong investor demand. Some of the fund's exposure to these securitized sectors resulted from our holdings in Fidelity Ultra-Short Central Fund, a diversified internal pool of short-term assets designed to outpace cash-like instruments with similar risk characteristics. The fund's investments in this pool and a small out-of-index position in Treasury Inflation-Protected Securities also contributed. My yield-curve positioning proved beneficial as well. Strong showings from holdings in the industrial and financial corporate sectors helped the fund relative to the index, although a small exposure to corporates pressured by worries over leveraged buyouts hurt performance.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central funds. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central funds. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,021.60

$ 3.77

HypotheticalA

$ 1,000.00

$ 1,021.48

$ 3.77

Class T

Actual

$ 1,000.00

$ 1,021.10

$ 4.23

HypotheticalA

$ 1,000.00

$ 1,021.02

$ 4.23

Class B

Actual

$ 1,000.00

$ 1,017.70

$ 7.68

HypotheticalA

$ 1,000.00

$ 1,017.59

$ 7.68

Class C

Actual

$ 1,000.00

$ 1,016.30

$ 8.08

HypotheticalA

$ 1,000.00

$ 1,017.19

$ 8.08

Institutional Class

Actual

$ 1,000.00

$ 1,021.50

$ 2.85

HypotheticalA

$ 1,000.00

$ 1,022.38

$ 2.85

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central funds in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.74%

Class T

.83%

Class B

1.51%

Class C

1.59%

Institutional Class

.56%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Quality Diversification (% of fund's net assets)

As of August 31, 2006

As of April 30, 2006

U.S. Government
and U.S. Government Agency Obligations 41.3%

U.S. Government
and U.S. Government Agency Obligations 42.4%

AAA 13.9%

AAA 14.5%

AA 4.7%

AA 5.4%

A 10.3%

A 10.6%

BBB 22.2%

BBB 18.7%

BB and Below 3.1%

BB and Below 2.5%

Not Rated 1.2%

Not Rated 1.0%

Short-Term
Investments and
Net Other Assets 3.3%

Short-Term
Investments and
Net Other Assets 4.9%

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 August 31, 2006

4 months ago

Years

4.2

4.6

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 August 31, 2006

4 months ago

Years

3.4

3.4

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 August 31, 2006*

As of April 30, 2006**

Corporate Bonds 30.2%

Corporate Bonds 26.6%

U.S. Government
and U.S. Government Agency Obligations 41.3%

U.S. Government
and U.S. Government Agency Obligations 42.4%

Asset-Backed
Securities 11.3%

Asset-Backed
Securities 10.9%

CMOs and Other Mortgage Related Securities 13.4%

CMOs and Other Mortgage Related Securities 14.4%

Other Investments 0.5%

Other Investments 0.8%

Short-Term
Investments and
Net Other Assets 3.3%

Short-Term
Investments and
Net Other Assets 4.9%

* Foreign investments

9.6%

** Foreign investments

9.0%

* Futures and Swaps

19.3%

** Futures and Swaps

20.2%



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

For an unaudited list of holdings for each fixed-income central fund, visit advisor.fidelity.com.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.2%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.9%

Automobiles - 0.1%

Ford Motor Co. 6.625% 10/1/28

$ 1,895,000

$ 1,421,250

Household Durables - 0.4%

Fortune Brands, Inc. 5.125% 1/15/11

2,375,000

2,328,146

Whirlpool Corp. 6.125% 6/15/11

3,105,000

3,148,846

5,476,992

Media - 2.2%

AOL Time Warner, Inc.:

6.75% 4/15/11

4,000,000

4,144,408

6.875% 5/1/12

1,180,000

1,235,480

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,000,000

2,002,398

BSkyB Finance UK PLC 5.625% 10/15/15 (d)

3,035,000

2,949,392

Comcast Corp.:

4.95% 6/15/16

1,855,000

1,710,930

5.9% 3/15/16

3,000,000

2,973,912

Cox Communications, Inc. 4.625% 6/1/13

3,735,000

3,446,684

Hearst-Argyle Television, Inc. 7% 11/15/07

1,000,000

1,009,565

Liberty Media Corp.:

5.7% 5/15/13

1,045,000

974,463

8.25% 2/1/30

1,665,000

1,656,588

News America Holdings, Inc. 7.375% 10/17/08

2,000,000

2,078,378

News America, Inc. 4.75% 3/15/10

2,000,000

1,951,990

Time Warner, Inc. 9.125% 1/15/13

1,545,000

1,776,586

Univision Communications, Inc. 3.875% 10/15/08

1,680,000

1,602,703

Viacom, Inc. 5.75% 4/30/11 (d)

3,245,000

3,218,294

32,731,771

Multiline Retail - 0.2%

The May Department Stores Co. 4.8% 7/15/09

3,065,000

3,012,684

TOTAL CONSUMER DISCRETIONARY

42,642,697

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

FBG Finance Ltd. 5.125% 6/15/15 (d)

1,620,000

1,532,578

Food Products - 0.1%

H.J. Heinz Co. 6.428% 12/1/08 (d)(j)

1,655,000

1,686,379

Personal Products - 0.1%

Avon Products, Inc. 5.125% 1/15/11

435,000

429,716

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

CONSUMER STAPLES - continued

Tobacco - 0.3%

Philip Morris Companies, Inc. 7.65% 7/1/08

$ 4,635,000

$ 4,811,547

TOTAL CONSUMER STAPLES

8,460,220

ENERGY - 2.7%

Energy Equipment & Services - 0.6%

Cooper Cameron Corp. 2.65% 4/15/07

1,555,000

1,527,657

Petronas Capital Ltd. 7% 5/22/12 (d)

4,495,000

4,818,177

Weatherford International Ltd. 4.95% 10/15/13

2,315,000

2,213,078

8,558,912

Oil, Gas & Consumable Fuels - 2.1%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (d)

1,965,000

1,922,593

Duke Capital LLC 6.25% 2/15/13

3,250,000

3,294,333

EnCana Holdings Finance Corp. 5.8% 5/1/14

1,040,000

1,047,506

Enterprise Products Operating LP:

4.625% 10/15/09

1,290,000

1,254,773

4.95% 6/1/10

2,845,000

2,778,051

Kerr-McGee Corp. 6.875% 9/15/11

1,595,000

1,683,363

Kinder Morgan Energy Partners LP:

5.125% 11/15/14

2,100,000

1,983,555

5.35% 8/15/07

1,070,000

1,060,226

Kinder Morgan Finance Co. ULC 5.35% 1/5/11

4,290,000

4,111,712

Nexen, Inc.:

5.05% 11/20/13

1,485,000

1,427,125

5.2% 3/10/15

1,185,000

1,135,379

Pemex Project Funding Master Trust:

5.75% 12/15/15 (d)

980,000

953,540

5.75% 12/15/15

1,165,000

1,133,545

6.125% 8/15/08

1,000,000

1,004,000

7.375% 12/15/14

2,020,000

2,188,670

7.875% 2/1/09 (j)

3,000,000

3,135,000

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16 (d)

1,180,000

1,144,600

31,257,971

TOTAL ENERGY

39,816,883

FINANCIALS - 12.1%

Capital Markets - 1.5%

Ameriprise Financial, Inc. 7.518% 6/1/66 (b)

1,080,000

1,139,037

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Capital Markets - continued

Bank of New York Co., Inc.:

3.4% 3/15/13 (j)

$ 1,300,000

$ 1,263,275

4.25% 9/4/12 (j)

1,510,000

1,495,649

Goldman Sachs Group, Inc.:

5.25% 10/15/13

3,000,000

2,940,213

6.6% 1/15/12

3,000,000

3,146,670

Legg Mason, Inc. 6.75% 7/2/08

4,235,000

4,338,194

Lehman Brothers Holdings E-Capital Trust I 6.1725% 8/19/65 (j)

1,100,000

1,104,429

Merrill Lynch & Co., Inc. 4.25% 2/8/10

2,740,000

2,651,758

Morgan Stanley 5.05% 1/21/11

4,100,000

4,044,683

Nuveen Investments, Inc. 5% 9/15/10

515,000

503,262

22,627,170

Commercial Banks - 1.0%

Export-Import Bank of Korea 5.125% 2/14/11

2,955,000

2,912,566

FleetBoston Financial Corp. 3.85% 2/15/08

1,000,000

979,851

Korea Development Bank:

3.875% 3/2/09

2,900,000

2,804,213

4.75% 7/20/09

1,300,000

1,280,798

Santander Issuances SA Unipersonal 5.805% 6/20/16 (d)(j)

1,740,000

1,757,322

Wachovia Bank NA 4.875% 2/1/15

2,600,000

2,481,591

Wachovia Corp. 4.875% 2/15/14

1,970,000

1,888,160

Woori Bank 6.125% 5/3/16 (d)(j)

1,315,000

1,329,381

15,433,882

Consumer Finance - 1.2%

American Express Co. 6.8% 9/1/66 (j)

890,000

924,540

Capital One Bank 6.5% 6/13/13

2,315,000

2,406,202

Ford Motor Credit Co. 7.875% 6/15/10

3,500,000

3,439,867

Household Finance Corp. 4.125% 11/16/09

5,990,000

5,780,278

Household International, Inc. 5.836% 2/15/08

2,550,000

2,567,146

HSBC Finance Corp. 5% 6/30/15

2,000,000

1,920,010

MBNA America Bank NA 7.125% 11/15/12

1,000,000

1,087,784

18,125,827

Diversified Financial Services - 1.7%

Bank of America Corp.:

4.5% 8/1/10

6,132,000

5,975,934

7.4% 1/15/11

4,400,000

4,748,330

Citigroup, Inc. 5.125% 2/14/11

2,611,000

2,599,180

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Diversified Financial Services - continued

International Lease Finance Corp. 4.375% 11/1/09

$ 2,000,000

$ 1,937,480

JPMorgan Chase & Co.:

4.875% 3/15/14

1,710,000

1,640,147

5.75% 1/2/13

7,980,000

8,068,993

24,970,064

Insurance - 1.5%

Aegon NV 4.75% 6/1/13

3,400,000

3,246,259

AmerUs Group Co. 6.583% 5/16/11

1,070,000

1,088,522

Axis Capital Holdings Ltd. 5.75% 12/1/14

1,880,000

1,824,572

Liberty Mutual Group, Inc. 6.7% 8/15/16 (d)

1,080,000

1,079,968

Lincoln National Corp. 7% 5/17/66 (j)

3,100,000

3,211,836

Marsh & McLennan Companies, Inc.:

5.15% 9/15/10

1,300,000

1,275,951

7.125% 6/15/09

1,480,000

1,535,451

Pennsylvania Mutual Life Insurance Co. 6.65% 6/15/34 (d)

3,000,000

3,148,971

Symetra Financial Corp. 6.125% 4/1/16 (d)

1,335,000

1,334,447

The St. Paul Travelers Companies, Inc.:

6.38% 12/15/08

2,200,000

2,240,836

8.125% 4/15/10

1,750,000

1,901,667

21,888,480

Real Estate Investment Trusts - 3.9%

AMB Property LP 5.9% 8/15/13

1,420,000

1,433,107

Archstone-Smith Operating Trust:

5.25% 12/1/10

4,350,000

4,313,012

5.25% 5/1/15

1,540,000

1,493,426

Arden Realty LP:

5.2% 9/1/11

1,200,000

1,194,794

7% 11/15/07

3,460,000

3,522,792

AvalonBay Communities, Inc. 5% 8/1/07

1,380,000

1,365,118

Boston Properties, Inc. 6.25% 1/15/13

1,905,000

1,964,771

Brandywine Operating Partnership LP:

4.5% 11/1/09

3,310,000

3,207,373

5.625% 12/15/10

2,095,000

2,094,937

5.75% 4/1/12

1,275,000

1,276,137

BRE Properties, Inc.:

4.875% 5/15/10

1,765,000

1,730,134

5.95% 3/15/07

875,000

877,551

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust:

4.375% 1/15/10

$ 1,450,000

$ 1,406,326

5.875% 11/30/12

1,700,000

1,714,805

Colonial Properties Trust 4.75% 2/1/10

2,695,000

2,616,422

Developers Diversified Realty Corp.:

4.625% 8/1/10

2,450,000

2,366,073

5.25% 4/15/11

4,660,000

4,596,675

Duke Realty LP:

5.625% 8/15/11

445,000

445,632

5.95% 2/15/17

600,000

603,993

Equity One, Inc. 6.25% 1/15/17

670,000

681,350

Equity Residential 5.125% 3/15/16

1,530,000

1,463,076

Federal Realty Investment Trust:

6% 7/15/12

495,000

504,614

6.2% 1/15/17

325,000

334,097

Heritage Property Investment Trust, Inc. 4.5% 10/15/09

4,145,000

4,032,426

HRPT Properties Trust 5.75% 11/1/15

375,000

369,078

iStar Financial, Inc.:

5.375% 4/15/10

695,000

689,295

5.65% 9/15/11

1,135,000

1,131,115

5.8% 3/15/11

2,760,000

2,766,881

Mack-Cali Realty LP:

5.05% 4/15/10

190,000

186,147

7.25% 3/15/09

800,000

829,741

Simon Property Group LP:

4.875% 8/15/10

915,000

896,309

5.1% 6/15/15

1,800,000

1,720,667

5.6% 9/1/11

2,035,000

2,040,088

Tanger Properties LP 9.125% 2/15/08

180,000

188,100

United Dominion Realty Trust 5.25% 1/15/15

250,000

239,618

Washington (REIT) 5.95% 6/15/11

1,035,000

1,049,959

57,345,639

Real Estate Management & Development - 0.8%

Colonial Realty LP 6.05% 9/1/16

1,615,000

1,616,760

EOP Operating LP:

4.65% 10/1/10

7,800,000

7,537,631

4.75% 3/15/14

1,070,000

1,000,671

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Management & Development - continued

EOP Operating LP: - continued

6.75% 2/15/12

$ 670,000

$ 703,618

Post Apartment Homes LP 5.45% 6/1/12

1,800,000

1,750,856

12,609,536

Thrifts & Mortgage Finance - 0.5%

Independence Community Bank Corp.:

3.5% 6/20/13 (j)

500,000

483,376

3.75% 4/1/14 (j)

2,610,000

2,500,469

Residential Capital Corp. 6.875% 6/30/15

1,635,000

1,693,188

Washington Mutual, Inc. 4.625% 4/1/14

3,080,000

2,854,288

7,531,321

TOTAL FINANCIALS

180,531,919

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Boston Scientific Corp. 6% 6/15/11

1,655,000

1,669,804

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc. 4.75% 8/15/10 (d)

1,995,000

1,935,633

Bombardier, Inc. 6.3% 5/1/14 (d)

1,575,000

1,401,750

3,337,383

Airlines - 1.3%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

179,494

181,832

6.978% 10/1/12

473,028

485,435

7.024% 4/15/11

1,370,000

1,405,963

7.324% 4/15/11

500,000

490,000

7.858% 4/1/13

2,000,000

2,136,260

Continental Airlines, Inc. pass thru trust certificates:

6.648% 3/15/19

2,675,732

2,663,646

7.056% 3/15/11

1,330,000

1,371,089

Delta Air Lines, Inc. pass thru trust certificates 7.57% 11/18/10

2,020,000

2,027,575

U.S. Airways pass thru trust certificates 6.85% 7/30/19

959,537

966,733

United Airlines pass thru certificates:

6.071% 9/1/14

1,055,492

1,055,492

6.201% 3/1/10

447,887

448,447

6.602% 9/1/13

1,326,853

1,326,673

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - continued

United Airlines pass thru certificates: - continued

7.032% 4/1/12

$ 1,242,563

$ 1,280,598

7.186% 10/1/12

3,080,895

3,142,512

18,982,255

Industrial Conglomerates - 0.3%

Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (d)

4,330,000

4,502,200

Road & Rail - 0.3%

Canadian Pacific Railway Co. yankee 6.25% 10/15/11

2,700,000

2,797,065

Norfolk Southern Corp. 5.257% 9/17/14

1,731,000

1,707,311

4,504,376

TOTAL INDUSTRIALS

31,326,214

MATERIALS - 0.5%

Metals & Mining - 0.4%

Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (d)

5,580,000

5,791,543

Paper & Forest Products - 0.1%

International Paper Co. 4.25% 1/15/09

1,165,000

1,136,770

TOTAL MATERIALS

6,928,313

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,100,000

1,115,264

AT&T Broadband Corp. 8.375% 3/15/13

3,000,000

3,400,548

British Telecommunications PLC:

8.375% 12/15/10

295,000

326,949

8.875% 12/15/30

775,000

1,000,308

Deutsche Telekom International Finance BV 5.25% 7/22/13

1,445,000

1,391,555

Embarq Corp.:

6.738% 6/1/13

2,210,000

2,254,786

7.082% 6/1/16

1,475,000

1,504,999

SBC Communications, Inc. 4.125% 9/15/09

5,000,000

4,825,810

Sprint Capital Corp. 8.375% 3/15/12

2,050,000

2,291,029

Telecom Italia Capital SA:

4% 1/15/10

4,940,000

4,693,820

4.95% 9/30/14

1,780,000

1,641,051

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonica Emisiones SAU 6.421% 6/20/16

$ 6,060,000

$ 6,181,879

Telefonos de Mexico SA de CV 4.75% 1/27/10

4,695,000

4,556,498

TELUS Corp. yankee 7.5% 6/1/07

1,310,000

1,328,210

Verizon Global Funding Corp. 7.25% 12/1/10

1,697,000

1,810,765

38,323,471

Wireless Telecommunication Services - 0.6%

America Movil SA de CV 4.125% 3/1/09

1,010,000

974,752

AT&T Wireless Services, Inc.:

7.875% 3/1/11

1,360,000

1,483,873

8.125% 5/1/12

1,435,000

1,604,364

Nextel Communications, Inc. 5.95% 3/15/14

1,395,000

1,363,613

Vodafone Group PLC:

5% 12/16/13

1,330,000

1,266,604

5.5% 6/15/11

2,540,000

2,525,570

9,218,776

TOTAL TELECOMMUNICATION SERVICES

47,542,247

UTILITIES - 4.0%

Electric Utilities - 1.7%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

2,265,000

2,251,331

Exelon Corp.:

4.9% 6/15/15

1,075,000

1,006,217

6.75% 5/1/11

970,000

1,013,713

FirstEnergy Corp. 6.45% 11/15/11

2,980,000

3,090,683

Monongahela Power Co. 5% 10/1/06

1,370,000

1,369,125

Nevada Power Co. 6.5% 5/15/18 (d)

3,950,000

4,032,219

Niagara Mohawk Power Corp. 8.875% 5/15/07

400,000

408,932

Pepco Holdings, Inc.:

4% 5/15/10

1,270,000

1,202,867

6.45% 8/15/12

950,000

978,554

Progress Energy, Inc.:

5.625% 1/15/16

4,000,000

3,938,056

7.1% 3/1/11

1,800,000

1,920,238

TXU Energy Co. LLC 7% 3/15/13

3,210,000

3,349,343

24,561,278

Gas Utilities - 0.1%

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,010,000

1,075,789

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.7%

Constellation Energy Group, Inc. 7% 4/1/12

$ 3,052,000

$ 3,235,468

Exelon Generation Co. LLC 5.35% 1/15/14

3,000,000

2,928,414

PPL Energy Supply LLC 5.7% 10/15/35

3,070,000

2,999,356

TXU Corp. 5.55% 11/15/14

1,645,000

1,524,040

10,687,278

Multi-Utilities - 1.5%

Dominion Resources, Inc.:

4.75% 12/15/10

2,050,000

1,987,949

6.25% 6/30/12

5,295,000

5,441,412

7.5% 6/30/66 (j)

2,190,000

2,261,624

MidAmerican Energy Holdings, Inc. 5.875% 10/1/12

3,400,000

3,447,216

National Grid PLC 6.3% 8/1/16

3,820,000

3,906,389

PSEG Funding Trust I 5.381% 11/16/07

3,392,000

3,383,269

Sempra Energy 7.95% 3/1/10

830,000

893,624

TECO Energy, Inc. 7% 5/1/12

1,500,000

1,543,125

22,864,608

TOTAL UTILITIES

59,188,953

TOTAL NONCONVERTIBLE BONDS

(Cost $421,465,458)

418,107,250

U.S. Government and Government Agency Obligations - 26.1%

U.S. Government Agency Obligations - 11.2%

Fannie Mae:

3.25% 2/15/09

18,000,000

17,258,328

4.375% 7/17/13

4,850,000

4,637,730

5.25% 8/1/12

30,000,000

29,985,930

6.25% 2/1/11

735,000

765,237

Federal Home Loan Bank 5.375% 8/19/11

10,035,000

10,188,536

Freddie Mac:

5.25% 7/18/11

24,105,000

24,321,439

5.25% 11/5/12

1,405,000

1,383,537

5.75% 1/15/12

24,318,000

25,102,863

5.875% 3/21/11

2,655,000

2,725,089

6.625% 9/15/09

48,400,000

50,535,263

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

166,903,952

U.S. Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Treasury Inflation Protected Obligations - 6.6%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

$ 29,986,600

$ 28,496,751

2% 1/15/14 (f)

41,944,746

41,190,945

2% 7/15/14

27,984,840

27,460,189

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

97,147,885

U.S. Treasury Obligations - 8.3%

U.S. Treasury Notes:

4.25% 8/15/13 (c)

69,902,000

67,968,803

4.75% 5/15/14 (c)

55,305,000

55,365,504

TOTAL U.S. TREASURY OBLIGATIONS

123,334,307

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $396,745,809)

387,386,144

U.S. Government Agency - Mortgage Securities - 10.7%

Fannie Mae - 7.1%

3.738% 10/1/33 (j)

215,881

211,175

3.748% 12/1/34 (j)

200,324

196,888

3.75% 9/1/33 (j)

860,112

842,118

3.75% 1/1/34 (j)

191,279

186,917

3.757% 10/1/33 (j)

183,485

179,705

3.788% 6/1/34 (j)

814,833

793,279

3.834% 1/1/35 (j)

507,523

498,828

3.838% 4/1/33 (j)

571,410

562,432

3.839% 11/1/34 (j)

1,061,060

1,052,788

3.846% 1/1/35 (j)

170,241

167,457

3.851% 10/1/33 (j)

4,734,157

4,650,691

3.866% 1/1/35 (j)

308,460

304,195

3.905% 12/1/34 (j)

156,781

154,847

3.941% 5/1/34 (j)

60,635

60,977

3.952% 1/1/35 (j)

215,868

213,816

3.955% 12/1/34 (j)

1,129,897

1,118,136

3.957% 5/1/33 (j)

63,652

62,714

3.992% 1/1/35 (j)

143,581

142,115

3.996% 12/1/34 (j)

205,581

203,379

3.998% 2/1/35 (j)

161,764

159,759

4% 8/1/18

3,253,503

3,070,814

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.029% 1/1/35 (j)

$ 94,227

$ 93,058

4.034% 10/1/18 (j)

149,698

147,331

4.041% 2/1/35 (j)

146,769

144,972

4.079% 2/1/35 (j)

279,614

276,373

4.082% 4/1/33 (j)

57,544

56,928

4.083% 2/1/35 (j)

90,203

89,208

4.086% 2/1/35 (j)

100,838

99,663

4.102% 2/1/35 (j)

520,627

516,159

4.108% 1/1/35 (j)

317,717

314,077

4.116% 2/1/35 (j)

367,225

363,061

4.126% 1/1/35 (j)

528,488

522,837

4.143% 2/1/35 (j)

268,700

265,755

4.144% 1/1/35 (j)

468,214

464,817

4.156% 1/1/35 (j)

563,809

561,071

4.171% 1/1/35 (j)

385,815

376,513

4.181% 10/1/34 (j)

455,888

453,811

4.181% 11/1/34 (j)

76,216

75,949

4.187% 1/1/35 (j)

264,345

262,246

4.202% 1/1/35 (j)

164,379

163,154

4.249% 1/1/34 (j)

490,174

482,994

4.25% 2/1/35 (j)

195,855

191,564

4.272% 3/1/35 (j)

178,679

176,825

4.274% 2/1/35 (j)

102,688

101,988

4.275% 8/1/33 (j)

350,481

346,928

4.282% 7/1/34 (j)

132,138

132,174

4.29% 6/1/33 (j)

104,596

103,592

4.296% 10/1/33 (j)

79,802

78,807

4.3% 10/1/34 (j)

55,213

54,860

4.306% 5/1/35 (j)

239,350

237,117

4.31% 3/1/33 (j)

227,020

224,901

4.313% 3/1/33 (j)

92,216

90,144

4.337% 9/1/34 (j)

582,959

577,948

4.349% 9/1/34 (j)

1,529,309

1,524,289

4.35% 1/1/35 (j)

201,910

197,714

4.351% 9/1/34 (j)

247,335

247,056

4.356% 4/1/35 (j)

115,072

113,990

4.362% 2/1/34 (j)

416,100

410,584

4.39% 11/1/34 (j)

2,355,054

2,355,902

4.394% 5/1/35 (j)

542,610

538,566

4.396% 2/1/35 (j)

281,568

275,954

4.423% 10/1/34 (j)

841,182

839,471

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.426% 1/1/35 (j)

$ 223,314

$ 221,561

4.438% 3/1/35 (j)

259,315

254,245

4.456% 8/1/34 (j)

551,831

545,124

4.464% 5/1/35 (j)

140,985

139,754

4.489% 3/1/35 (j)

599,085

588,082

4.494% 1/1/35 (j)

246,581

244,317

4.5% 8/1/33 to 3/1/35

1,537,915

1,437,347

4.514% 10/1/35 (j)

90,811

89,924

4.516% 3/1/35 (j)

575,252

564,966

4.527% 2/1/35 (j)

2,970,211

2,939,147

4.532% 2/1/35 (j)

1,129,455

1,121,762

4.537% 7/1/34 (j)

229,182

228,211

4.539% 7/1/35 (j)

654,912

649,395

4.54% 2/1/35 (j)

169,444

168,215

4.554% 1/1/35 (j)

385,241

382,815

4.554% 2/1/35 (j)

121,229

120,462

4.56% 9/1/34 (j)

684,101

686,999

4.577% 2/1/35 (j)

529,392

521,000

4.577% 7/1/35 (j)

738,254

732,247

4.584% 2/1/35 (j)

1,820,991

1,791,192

4.601% 8/1/34 (j)

223,437

221,826

4.606% 7/1/34 (j)

6,947,689

6,917,949

4.609% 11/1/34 (j)

568,525

561,223

4.643% 1/1/33 (j)

121,554

121,188

4.645% 3/1/35 (j)

84,954

84,476

4.661% 3/1/35 (j)

1,390,964

1,383,223

4.67% 11/1/34 (j)

639,346

632,288

4.673% 7/1/36 (j)

1,319,636

1,309,524

4.704% 9/1/34 (j)

71,720

71,536

4.708% 10/1/32 (j)

39,669

39,497

4.713% 2/1/33 (j)

34,663

34,904

4.727% 7/1/34 (j)

519,987

515,433

4.729% 10/1/34 (j)

698,798

692,087

4.732% 10/1/32 (j)

51,782

52,487

4.736% 1/1/35 (j)

29,366

29,216

4.77% 12/1/34 (j)

473,017

468,475

4.778% 12/1/34 (j)

188,641

186,865

4.803% 12/1/32 (j)

251,082

251,191

4.808% 8/1/34 (j)

191,712

191,599

4.809% 6/1/35 (j)

849,449

845,214

4.815% 5/1/33 (j)

9,079

9,038

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.817% 2/1/33 (j)

$ 269,176

$ 268,158

4.818% 11/1/34 (j)

561,898

556,996

4.875% 10/1/34 (j)

2,161,394

2,146,267

4.96% 8/1/34 (j)

1,874,171

1,865,791

4.989% 12/1/32 (j)

19,596

19,653

4.99% 11/1/32 (j)

143,129

143,712

4.995% 2/1/35 (j)

72,032

71,854

5.01% 7/1/34 (j)

95,720

95,413

5.037% 11/1/34 (j)

50,902

51,037

5.083% 9/1/34 (j)

1,691,549

1,686,882

5.091% 5/1/35 (j)

1,186,895

1,185,782

5.1% 9/1/34 (j)

182,514

182,103

5.15% 1/1/36 (j)

1,656,083

1,653,969

5.172% 5/1/35 (j)

1,920,578

1,913,246

5.177% 5/1/35 (j)

719,634

716,881

5.185% 8/1/33 (j)

268,200

268,547

5.196% 6/1/35 (j)

830,136

830,609

5.205% 3/1/35 (j)

100,805

100,505

5.215% 5/1/35 (j)

1,963,344

1,957,436

5.269% 7/1/35 (j)

104,169

104,248

5.359% 12/1/34 (j)

306,510

307,083

5.5% 9/1/10 to 5/1/25

7,848,981

7,789,817

5.502% 2/1/36 (j)

3,331,351

3,340,937

5.631% 1/1/36 (j)

944,799

949,902

5.916% 1/1/36 (j)

740,480

747,291

6% 5/1/16 to 4/1/17

1,062,038

1,076,736

6.5% 12/1/13 to 3/1/35

11,065,940

11,275,264

6.5% 9/1/36 (e)

2,360,481

2,396,832

7% 2/1/09 to 6/1/33

2,878,140

2,958,060

7.5% 8/1/17 to 9/1/28

897,038

932,984

8.5% 6/1/11 to 9/1/25

138,417

147,462

9.5% 2/1/25

23,777

25,803

10.5% 8/1/20

21,138

24,199

11% 8/1/15

155,277

164,836

12.5% 12/1/13 to 4/1/15

13,927

16,173

TOTAL FANNIE MAE

105,401,853

Freddie Mac - 0.9%

4.043% 12/1/34 (j)

188,432

185,583

4.097% 12/1/34 (j)

284,083

280,140

4.124% 1/1/35 (j)

792,279

781,211

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Freddie Mac - continued

4.166% 1/1/34 (j)

$ 2,363,695

$ 2,319,138

4.256% 3/1/35 (j)

244,874

241,647

4.298% 5/1/35 (j)

420,679

415,761

4.301% 12/1/34 (j)

266,623

260,102

4.326% 2/1/35 (j)

517,588

511,344

4.351% 3/1/35 (j)

418,984

408,970

4.38% 2/1/35 (j)

511,987

500,012

4.438% 2/1/34 (j)

256,350

252,500

4.443% 3/1/35 (j)

255,929

250,243

4.454% 6/1/35 (j)

370,496

366,012

4.458% 3/1/35 (j)

300,981

294,377

4.546% 2/1/35 (j)

434,429

425,531

4.742% 3/1/33 (j)

93,133

92,532

4.773% 10/1/32 (j)

34,898

35,261

5.003% 4/1/35 (j)

1,304,196

1,298,487

5.065% 9/1/32 (j)

677,007

674,928

5.127% 4/1/35 (j)

1,222,143

1,212,776

5.305% 6/1/35 (j)

861,847

858,423

5.568% 1/1/36 (j)

1,632,938

1,633,477

5.652% 4/1/32 (j)

47,866

48,394

8.5% 9/1/24 to 8/1/27

94,534

101,934

10% 5/1/09

3,084

3,167

10.5% 5/1/21

24,560

25,700

11% 12/1/11

1,641

1,751

11.5% 10/1/15

6,695

7,595

11.75% 10/1/10

8,780

9,552

TOTAL FREDDIE MAC

13,496,548

Government National Mortgage Association - 2.7%

4.25% 7/20/34 (j)

678,506

670,402

6.5% 9/1/36 (e)

38,000,000

38,876,124

7% 7/15/28 to 11/15/28

706,347

734,187

7.5% 2/15/28 to 10/15/28

13,182

13,812

8% 11/15/06 to 10/15/24

18,505

19,029

8.5% 4/15/17 to 10/15/21

110,970

119,441

11% 7/20/19 to 8/20/19

7,655

8,873

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

40,441,868

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $160,103,535)

159,340,269

Asset-Backed Securities - 6.2%

Principal
Amount

Value
(Note 1)

ACE Securities Corp. Series 2004-HE1:

Class M1, 5.8244% 2/25/34 (j)

$ 525,000

$ 526,764

Class M2, 6.4244% 2/25/34 (j)

600,000

606,384

Aircraft Lease Securitization Ltd. Series 2005-1 Class C1, 9.1563% 9/9/30 (d)(j)

386,001

392,756

American Express Credit Account Master Trust Series 2004-1 Class B, 5.58% 9/15/11 (j)

1,430,000

1,435,472

AmeriCredit Automobile Receivables Trust:

Series 2005-1 Class E, 5.82% 6/6/12 (d)

309,293

308,962

Series 2005-DA Class A4, 5.02% 11/6/12

2,895,000

2,886,460

Series 2006-1:

Class A3, 5.11% 10/6/10

58,000

57,840

Class B1, 5.2% 3/6/11

175,000

174,583

Class C1, 5.28% 11/6/11

1,085,000

1,082,998

Class D, 5.49% 4/6/12

1,245,000

1,243,063

Class E1, 6.62% 5/6/13 (d)

1,335,000

1,333,892

Ameriquest Mortgage Securities, Inc.:

Series 2004-R2:

Class M1, 5.7544% 4/25/34 (j)

300,000

299,997

Class M2, 5.8044% 4/25/34 (j)

225,000

224,998

Series 2004-R3 Class M2, 6.4744% 5/25/34 (j)

2,770,000

2,803,017

Asset Backed Securities Corp. Home Equity Loan Trust
Series 2003-HE7 Class A3, 5.69% 12/15/33 (j)

166,768

167,289

Bank One Issuance Trust:

Series 2002-B1 Class B1, 5.71% 12/15/09 (j)

1,290,000

1,291,436

Series 2002-C1 Class C1, 6.29% 12/15/09 (j)

1,840,000

1,848,217

Series 2004-B2 Class B2, 4.37% 4/15/12

3,100,000

3,029,551

Bear Stearns Asset Backed Securities, Inc. Series 2005-HE2:

Class M1, 5.8244% 2/25/35 (j)

1,555,000

1,562,866

Class M2, 6.0744% 2/25/35 (j)

570,000

574,884

Capital Auto Receivables Asset Trust:

Series 2006-1:

Class A3, 5.03% 10/15/09

585,000

582,980

Class B, 5.26% 10/15/10

560,000

558,182

Series 2006-SN1A:

Class B, 5.5% 4/20/10 (d)

245,000

245,459

Class C, 5.77% 5/20/10 (d)

235,000

235,496

Class D, 6.15% 4/20/11 (d)

400,000

400,781

Capital One Master Trust:

Series 2001-1 Class B, 5.84% 12/15/10 (j)

2,130,000

2,138,747

Series 2001-8A Class B, 5.88% 8/17/09 (j)

3,015,000

3,016,291

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Capital One Multi-Asset Execution Trust:

Series 2003-B5 Class B5, 4.79% 8/15/13

$ 1,470,000

$ 1,437,612

Series 2004-6 Class B, 4.15% 7/16/12

2,560,000

2,484,625

Carrington Mortgage Loan Trust Series 2006-NC3 Class M10, 7.37% 8/25/36 (d)(j)

215,000

192,862

Cendant Timeshare Receivables Funding LLC
Series 2005-1A Class A1, 4.67% 5/20/17 (d)

708,680

697,996

Chase Credit Card Owner Trust Series 2004-1 Class B, 5.53% 5/15/09 (j)

1,020,000

1,019,996

CIT Equipment Collateral Trust Series 2006-VT1 Class A3, 5.13% 12/21/08

1,990,000

1,988,251

Citibank Credit Card Issuance Trust:

Series 2005-B1 Class B1, 4.4% 9/15/10

1,040,000

1,022,049

Series 2006-B2 Class B2, 5.15% 3/7/11

1,315,000

1,311,023

CNH Equipment Trust Series 2006-A Class A3, 5.2% 8/16/10

1,420,000

1,421,364

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 5.8244% 5/25/34 (j)

1,770,000

1,776,882

Series 2004-3 Class M1, 5.8244% 6/25/34 (j)

350,000

352,102

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A:

Class B, 4.878% 6/15/35 (d)

1,150,000

1,131,248

Class C, 5.074% 6/15/35 (d)

1,044,000

1,028,776

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (d)

715,000

727,866

Drive Auto Receivables Trust Series 2006-1 Class A4, 5.54% 12/16/13 (d)

2,325,000

2,345,259

Fieldstone Mortgage Investment Corp. Series 2003-1 Class M2, 7.0744% 11/25/33 (j)

93,682

93,948

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 5.8744% 3/25/34 (j)

100,000

100,225

Class M4, 6.2244% 3/25/34 (j)

75,000

75,381

Ford Credit Auto Owner Trust:

Series 2006-A Class A3, 5.05% 11/15/09

1,375,000

1,370,972

Series 2006-B Class D, 7.26% 2/15/13 (d)

850,000

851,670

Fremont Home Loan Trust:

Series 2004-A Class M1, 5.8744% 1/25/34 (j)

1,100,000

1,103,796

Series 2005-A:

Class M1, 5.7544% 1/25/35 (j)

375,000

377,436

Class M2, 5.7844% 1/25/35 (j)

550,000

552,796

Class M3, 5.8144% 1/25/35 (j)

300,000

302,053

Class M4, 6.0044% 1/25/35 (j)

225,000

227,231

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (d)

1,632,000

1,614,469

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

GS Auto Loan Trust Series 2006-1 Class D, 6.25% 1/15/14 (d)

$ 1,030,000

$ 1,028,960

GSAMP Trust Series 2004-FM2:

Class M1, 5.8244% 1/25/34 (j)

749,050

749,043

Class M2, 6.4244% 1/25/34 (j)

400,000

399,996

Class M3, 6.6244% 1/25/34 (j)

235,987

235,985

Home Equity Asset Trust:

Series 2003-2 Class M1, 6.2044% 8/25/33 (j)

634,210

635,173

Series 2003-4 Class M1, 6.1244% 10/25/33 (j)

593,815

595,408

Series 2004-3 Class M2, 6.5244% 8/25/34 (j)

535,000

541,861

HSBC Home Equity Loan Trust Series 2005-2:

Class M1, 5.785% 1/20/35 (j)

407,596

408,502

Class M2, 5.815% 1/20/35 (j)

306,420

307,500

Hyundai Auto Receivables Trust:

Series 2004-1 Class A4, 5.26% 11/15/12

1,180,000

1,181,869

Series 2006-1:

Class A3, 5.13% 6/15/10

440,000

439,457

Class B, 5.29% 11/15/12

185,000

185,057

Class C, 5.34% 11/15/12

235,000

235,125

Long Beach Mortgage Loan Trust:

Series 2003-3 Class M1, 6.0744% 7/25/33 (j)

2,441,358

2,451,253

Series 2006-7 Class M11, 7.84% 8/25/36 (j)

1,000,000

799,675

MBNA Credit Card Master Note Trust Series 2003-B2 Class B2, 5.72% 10/15/10 (j)

350,000

351,844

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 5.8244% 7/25/34 (j)

473,468

474,385

Class M2, 5.8744% 7/25/34 (j)

100,000

100,223

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 6.4244% 12/27/32 (j)

460,000

463,777

Series 2003-NC8 Class M1, 6.0244% 9/25/33 (j)

664,956

667,072

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 6.8244% 1/25/32 (j)

616,089

616,690

Series 2002-NC1 Class M1, 6.5244% 2/25/32 (d)(j)

706,794

726,229

Series 2002-NC3 Class M1, 6.0444% 8/25/32 (j)

375,000

375,316

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (l)

1,960,000

821,044

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (l)

950,000

198,572

NovaStar Home Equity Loan Series 2004-1:

Class M1, 5.7744% 6/25/34 (j)

350,000

351,713

Class M4, 6.2994% 6/25/34 (j)

585,000

589,625

Onyx Acceptance Owner Trust Series 2005-B Class A4, 4.34% 5/15/12

1,045,000

1,025,581

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Ownit Mortgage Loan Asset-Backed Certificates
Series 2005-3 Class A2A, 5.4444% 6/25/36 (j)

$ 1,532,459

$ 1,532,661

Providian Master Note Trust Series 2006-B1A Class B1, 5.35% 3/15/13 (d)

2,690,000

2,690,735

SLM Private Credit Student Loan Trust Series 2004-A Class C, 6.2794% 6/15/33 (j)

1,190,000

1,204,412

Specialty Underwriting & Residential Finance Trust
Series 2006-AB2 Class N1, 5.75% 6/25/37 (d)

1,228,296

1,222,922

Structured Asset Securities Corp. Series 2006-BC1 Class B1, 7.8244% 3/25/36 (d)(j)

700,000

609,355

Superior Wholesale Inventory Financing Trust VII
Series 2003-A8 Class CTFS, 5.78% 3/15/11 (d)(j)

2,320,000

2,320,000

Superior Wholesale Inventory Financing Trust XII
Series 2005-A12:

Class B, 5.81% 6/15/10 (j)

1,425,000

1,422,107

Class C, 6.53% 6/15/10 (j)

710,000

711,307

Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10

3,815,000

3,761,692

WaMu Master Note Trust Series 2006-C2A Class C2, 5.83% 8/15/15 (d)(j)

2,630,000

2,630,000

West Penn Funding LLC Series 1999-A Class A3, 6.81% 9/25/08

110,945

110,999

WFS Financial Owner Trust Series 2005-1 Class D, 4.09% 8/15/12

490,359

482,704

World Omni Auto Receivables Trust Series 2006-A Class A3, 5.01% 10/15/10

1,315,000

1,311,398

TOTAL ASSET-BACKED SECURITIES

(Cost $91,696,142)

91,604,480

Collateralized Mortgage Obligations - 6.8%

Private Sponsor - 4.0%

Adjustable Rate Mortgage Trust floater Series 2005-2 Class 6A2, 5.6044% 6/25/35 (j)

270,630

271,092

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3704% 12/25/33 (j)

235,952

238,277

Class 2A1, 4.1644% 12/25/33 (j)

1,100,398

1,081,991

Series 2003-L Class 2A1, 3.972% 1/25/34 (j)

2,082,956

2,034,660

Series 2004-B:

Class 1A1, 3.4336% 3/25/34 (j)

504,330

513,243

Class 2A2, 4.1038% 3/25/34 (j)

818,796

800,339

Series 2004-C Class 1A1, 3.3338% 4/25/34 (j)

1,097,953

1,109,969

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Bank of America Mortgage Securities, Inc.: - continued

Series 2004-D:

Class 1A1, 3.5325% 5/25/34 (j)

$ 1,462,128

$ 1,456,826

Class 2A2, 4.1985% 5/25/34 (j)

2,178,325

2,133,381

Series 2004-G Class 2A7, 4.5587% 8/25/34 (j)

1,612,703

1,587,864

Series 2004-H Class 2A1, 4.4693% 9/25/34 (j)

1,723,107

1,693,127

Series 2005-E Class 2A7, 4.6089% 6/25/35 (j)

1,570,000

1,528,768

Bear Stearns Adjustable Rate Mortgage Trust Series 2005-6 Class 1A1, 5.1057% 8/25/35 (j)

3,176,046

3,168,363

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 5.6944% 4/25/34 (j)

167,372

167,511

Series 2004-AR6 Class 9A2, 5.6944% 10/25/34 (j)

332,362

332,917

Granite Master Issuer PLC floater Series 2006-1A
Class C2, 5.9925% 12/20/54 (d)(j)

1,200,000

1,199,952

Granite Mortgages PLC floater Series 2004-2 Class 1C, 6.1138% 6/20/44 (j)

137,970

138,034

JPMorgan Mortgage Trust Series 2005-A8 Class 2A3, 4.9591% 11/25/35 (j)

445,000

440,698

Master Asset Securitization Trust Series 2004-9
Class 7A1, 6.3247% 5/25/17 (j)

1,519,869

1,516,605

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2332% 8/25/17 (j)

1,141,839

1,153,277

Merrill Lynch Mortgage Investors, Inc.:

floater Series 2005-B Class A2, 5.5475% 7/25/30 (j)

1,066,707

1,067,312

Series 2003-E Class XA1, 0.8108% 10/25/28 (j)(l)

6,696,046

46,698

Series 2003-G Class XA1, 1% 1/25/29 (l)

5,887,529

43,958

Series 2003-H Class XA1, 1% 1/25/29 (d)(l)

5,136,313

43,692

Opteum Mortgage Acceptance Corp. Series 2005-3 Class APT, 5.6144% 7/25/35 (j)

1,017,222

1,018,374

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,689,643

1,706,621

Series 2004-SL2 Class A1, 6.5% 10/25/16

209,960

211,847

Series 2004-SL3 Class A1, 7% 8/25/16

2,785,392

2,859,077

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 6.92% 7/10/35 (d)(j)

2,266,086

2,309,633

Class B4, 7.12% 7/10/35 (d)(j)

1,699,564

1,735,782

Class B5, 7.72% 7/10/35 (d)(j)

1,605,144

1,654,008

Class B6, 8.22% 7/10/35 (d)(j)

755,362

772,917

Series 2003-CB1:

Class B3, 6.82% 6/10/35 (d)(j)

792,152

807,418

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater: - continued

Series 2003-CB1:

Class B4, 7.02% 6/10/35 (d)(j)

$ 707,279

$ 722,086

Class B5, 7.62% 6/10/35 (d)(j)

480,950

492,028

Class B6, 8.12% 6/10/35 (d)(j)

287,627

291,562

Series 2004-B:

Class B4, 6.47% 2/10/36 (d)(j)

288,833

294,218

Class B5, 6.92% 2/10/36 (d)(j)

289,772

292,909

Class B6, 7.37% 2/10/36 (d)(j)

96,347

97,123

Series 2004-C:

Class B4, 6.32% 9/10/36 (j)

389,200

393,126

Class B5, 6.72% 9/10/36 (j)

486,501

490,303

Class B6, 7.12% 9/10/36 (j)

97,300

98,055

Residential Funding Securities Corp. Series 2003-RP2
Class A1, 5.7744% 6/25/33 (d)(j)

610,464

613,087

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (d)(l)

17,009,164

65,613

Sequoia Mortgage Trust floater Series 2004-8 Class A2, 5.31% 9/20/34 (j)

790,955

793,047

Wachovia Mortgage Loan Trust LLC Series 2005-B
Class 2A4, 5.1863% 10/20/35 (j)

355,000

352,298

WaMu Mortgage pass thru certificates:

floater Series 2005-AR13 Class A1C1, 5.5144% 10/25/45 (j)

1,047,659

1,047,898

sequential pay Series 2002-S6 Class A25, 6% 10/25/32

525,589

523,337

Series 2003-AR12 Class A5, 4.043% 2/25/34

5,000,000

4,896,537

WaMu Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

217,001

222,741

Series 2004-RA2 Class 2A, 7% 7/25/33

321,682

326,105

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-T Class A1, 3.458% 9/25/34 (j)

1,539,720

1,534,285

Series 2005-AR10 Class 2A2, 4.1091% 6/25/35 (j)

2,684,046

2,643,140

Series 2005-AR4 Class 2A2, 4.5296% 4/25/35 (j)

2,281,328

2,234,851

Series 2005-AR9 Class 2A1, 4.3623% 5/25/35 (j)

1,183,096

1,160,309

Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (j)

3,615,000

3,585,173

TOTAL PRIVATE SPONSOR

60,014,062

U.S. Government Agency - 2.8%

Fannie Mae planned amortization class Series 2003-39
Class PV, 5.5% 9/25/22

3,045,000

3,046,077

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Government Agency - continued

Fannie Mae Grantor Trust floater Series 2005-90 Class FG, 5.5744% 10/25/35 (j)

$ 5,445,082

$ 5,431,028

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2003-84 Class GC, 4.5% 5/25/15

1,540,000

1,504,315

Series 2005-67 Class HD, 5.5% 12/25/30

2,835,000

2,826,827

Series 2006-4 Class PB, 6% 9/25/35

2,955,000

3,000,316

sequential pay:

Series 2002-56 Class MC, 5.5% 9/25/17

1,020,180

1,019,672

Series 2004-3 Class BA, 4% 7/25/17

164,662

158,021

Series 2004-45 Class AV, 4.5% 10/25/22

1,355,000

1,336,735

Series 2004-86 Class KC, 4.5% 5/25/19

718,729

693,240

Series 2004-91 Class AH, 4.5% 5/25/29

1,486,912

1,447,194

Freddie Mac planned amortization class:

Series 2104 Class PG, 6% 12/15/28

1,560,075

1,581,572

Series 2356 Class GD, 6% 9/15/16

1,148,463

1,163,141

Series 3033 Class UD, 5.5% 10/15/30

1,075,000

1,073,751

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2363 Class PF, 6% 9/15/16

1,561,217

1,580,434

Series 2702 Class WB, 5% 4/15/17

2,480,000

2,451,050

Series 2952 Class EC, 5.5% 11/15/28

2,785,000

2,780,486

Series 3018 Class UD, 5.5% 9/15/30

1,735,000

1,732,076

Series 3049 Class DB, 5.5% 6/15/31

2,495,000

2,492,070

Series 3102 Class OH, 1/15/36 (m)

1,665,000

1,229,759

sequential pay:

Series 2777 Class AB, 4.5% 6/15/29

3,377,481

3,285,678

Series 2809 Class UA, 4% 12/15/14

966,354

945,004

TOTAL U.S. GOVERNMENT AGENCY

40,778,446

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $101,115,601)

100,792,508

Commercial Mortgage Securities - 7.2%

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1%
8/13/29

59,668

60,110

Series 1997-D5:

Class A2, 6.8216% 2/14/43 (j)

1,230,000

1,327,497

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Asset Securitization Corp.: - continued

Series 1997-D5:

Class A3, 6.8716% 2/14/43 (j)

$ 1,320,000

$ 1,371,150

Class PS1, 1.7254% 2/14/43 (j)(l)

16,306,040

608,546

Banc of America Commercial Mortgage, Inc.:

Series 2002-2 Class XP, 1.7827% 7/11/43 (d)(j)(l)

10,961,126

505,244

Series 2005-1 Class A3, 4.877% 11/10/42

2,090,000

2,065,836

Banc of America Large Loan, Inc.:

floater:

Series 2003-BBA2:

Class C, 5.8% 11/15/15 (d)(j)

32,108

32,112

Class D, 5.88% 11/15/15 (d)(j)

410,000

410,041

Class F, 6.23% 11/15/15 (d)(j)

295,000

295,092

Class H, 6.73% 11/15/15 (d)(j)

265,000

265,096

Class J, 7.28% 11/15/15 (d)(j)

275,000

275,119

Class K, 7.93% 11/15/15 (d)(j)

245,000

243,826

Series 2005-ESHA:

Class E, 5.91% 7/14/20 (d)(j)

725,000

725,904

Class F, 6.08% 7/14/20 (d)(j)

435,000

435,541

Class G, 6.21% 7/14/20 (d)(j)

215,000

215,267

Class H, 6.43% 7/14/20 (d)(j)

290,000

290,360

Series 2005-MIB1:

Class C, 5.64% 3/15/22 (d)(j)

335,000

335,211

Class D, 5.69% 3/15/22 (d)(j)

340,000

340,220

Class F, 5.8% 3/15/22 (d)(j)

330,000

330,214

Class G, 5.86% 3/15/22 (d)(j)

215,000

215,139

Series 2006-ESH:

Class A, 6.19% 7/14/11 (d)(j)

731,304

730,782

Class B, 6.29% 7/14/11 (d)(j)

364,678

364,031

Class C, 6.44% 7/14/11 (d)(j)

730,330

729,810

Class D, 7.07% 7/14/11 (d)(j)

424,462

425,672

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 5.6844% 4/25/34 (d)(j)

1,195,980

1,198,223

Class B, 7.2244% 4/25/34 (d)(j)

125,893

127,152

Class M1, 5.8844% 4/25/34 (d)(j)

125,893

126,286

Class M2, 6.5244% 4/25/34 (d)(j)

62,946

63,615

Series 2004-2 Class A, 5.7544% 8/25/34 (d)(j)

1,191,367

1,195,835

Series 2004-3:

Class A1, 5.6944% 1/25/35 (d)(j)

1,349,456

1,353,673

Class A2, 5.7444% 1/25/35 (d)(j)

198,449

198,821

Class M1, 5.8244% 1/25/35 (d)(j)

238,139

239,479

Class M2, 6.3244% 1/25/35 (d)(j)

158,759

160,694

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Bayview Commercial Asset Trust floater: - continued

Series 2005-4A:

Class A2, 5.7144% 1/25/36 (d)(j)

$ 1,809,469

$ 1,811,731

Class B1, 6.7244% 1/25/36 (d)(j)

95,235

96,247

Class M1, 5.7744% 1/25/36 (d)(j)

571,411

573,018

Class M2, 5.7944% 1/25/36 (d)(j)

190,470

191,006

Class M3, 5.8244% 1/25/36 (d)(j)

285,706

286,331

Class M4, 5.9344% 1/25/36 (d)(j)

95,235

95,652

Class M5, 5.9744% 1/25/36 (d)(j)

95,235

95,711

Class M6, 6.0244% 1/25/36 (d)(j)

95,235

95,533

Bear Stearns Commercial Mortgage Securities, Inc.:

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (d)

770,000

762,739

Series 2003-T12 Class X2, 0.6539% 8/13/39 (d)(j)(l)

6,003,816

116,634

Series 2004-ESA:

Class B, 4.888% 5/14/16 (d)

1,410,000

1,398,459

Class C, 4.937% 5/14/16 (d)

880,000

873,882

Class D, 4.986% 5/14/16 (d)

320,000

318,170

Class E, 5.064% 5/14/16 (d)

995,000

992,241

Class F, 5.182% 5/14/16 (d)

240,000

239,574

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (d)(j)(l)

23,100,985

1,237,360

Chase Commercial Mortgage Securities Corp. Series 2001-245 Class A2, 6.275% 2/12/16 (d)(j)

980,000

1,022,038

COMM floater Series 2002-FL7 Class D, 5.9% 11/15/14 (d)(j)

137,143

137,168

Commercial Mortgage Asset Trust sequential pay Series 1999-C2 Class A1, 7.285% 11/17/32

1,206,899

1,220,974

Commercial Mortgage pass thru certificates floater Series 2005-FL11:

Class B, 5.58% 11/15/17 (d)(j)

619,202

619,397

Class E, 5.72% 11/15/17 (d)(j)

278,009

278,111

Class F, 5.78% 11/15/17 (d)(j)

252,736

252,815

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A3, 6.55% 1/17/35

1,173,476

1,185,352

Series 1998-C1 Class A1B, 6.48% 5/17/40

2,628,462

2,670,232

Series 1999-C1 Class A2, 7.29% 9/15/41

7,382,723

7,701,328

Series 1997-C2 Class D, 7.27% 1/17/35

755,000

779,959

Series 2001-CK6 Class AX, 0.645% 9/15/18 (l)

32,686,490

954,658

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

635,000

657,146

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

DLJ Commercial Mortgage Corp. sequential pay:

Series 1998-CF1 Class A1B, 6.41% 2/18/31

$ 3,836,541

$ 3,874,262

Series 2000-CF1:

Class A1A, 7.45% 6/10/33

78,674

78,576

Class A1B, 7.62% 6/10/33

1,855,000

1,991,791

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1 Class G, 6.936% 3/15/33 (d)

565,000

597,952

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65%
11/18/29

317,236

319,658

GE Capital Commercial Mortgage Corp. Series 2001-1
Class X1, 0.4582% 5/15/33 (d)(j)(l)

22,015,885

726,676

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (d)

33,955

33,920

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8831% 10/16/23 (j)

272,281

276,744

Ginnie Mae guaranteed REMIC pass thru securities:

sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

2,030,000

1,944,859

Series 2003-47 Class C, 4.227% 10/16/27

2,907,731

2,828,827

Series 2003-59 Class D, 3.654% 10/16/27

3,060,000

2,855,727

Series 2003-47 Class XA, 0.1774% 6/16/43 (j)(l)

7,674,143

427,658

GMAC Commercial Mortgage Securities, Inc.
Series 2004-C3 Class X2, 0.7177% 12/10/41 (j)(l)

12,815,208

298,837

Greenwich Capital Commercial Funding Corp.
Series 2005-GG3 Class XP, 0.803% 8/10/42 (d)(j)(l)

59,995,289

1,726,364

GS Mortgage Securities Corp. II:

sequential pay Series 2003-C1 Class A2A, 3.59%
1/10/40

1,560,000

1,526,579

Series 2001-LIBA Class C, 6.733% 2/14/16 (d)

815,000

860,260

Series 2005-GG4 Class XP, 0.7347% 7/10/39 (d)(j)(l)

47,170,000

1,419,987

Series 2006-GG6 Class A2, 5.506% 4/10/38 (j)

2,895,000

2,918,370

Heller Financial Commercial Mortgage Asset Corp. sequential pay Series 2000-PH1 Class A1, 7.715% 1/17/34

112,912

112,770

Hilton Hotel Pool Trust:

sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (d)

1,080,600

1,121,412

Series 2000-HLTA Class D, 7.555% 10/3/15 (d)

1,405,000

1,491,540

Host Marriott Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (d)

530,000

557,960

JPMorgan Chase Commercial Mortgage Securities Corp.
Series 2004-C1 Class X2, 0.9934% 1/15/38 (d)(j)(l)

4,615,357

149,486

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2005-C3 Class A2, 4.553% 7/15/30

$ 940,000

$ 919,732

Series 2001-C3 Class B, 6.512% 6/15/36

1,065,000

1,120,528

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class B, 4.13% 11/20/37 (d)

4,000,000

3,688,352

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2003-LLFA:

Class J, 7.38% 12/16/14 (d)(j)

1,480,000

1,479,738

Class K1, 7.88% 12/16/14 (d)(j)

770,000

769,231

Merrill Lynch Mortgage Trust sequential pay:

Series 2005-CIP1 Class A2, 4.96% 7/12/38

625,000

618,241

Series 2005-MCP1 Class A2, 4.556% 6/12/43

1,155,000

1,127,025

Morgan Stanley Capital I Trust Series 2006-T23 Class A1, 5.682% 8/12/41

830,000

841,986

Morgan Stanley Capital I, Inc. Series 2005-IQ9 Class X2, 1.069% 7/15/56 (d)(j)(l)

15,283,121

641,990

Morgan Stanley Dean Witter Capital I Trust sequential pay Series 2001-PPM Class A2, 6.4% 2/15/31

1,360,568

1,392,781

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

1,130,748

1,143,608

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (d)

2,500,000

2,533,363

TrizecHahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (d)

2,004,216

2,026,194

Class C4, 6.893% 5/15/16 (d)

8,000,000

8,451,925

Wachovia Bank Commercial Mortgage Trust sequential pay:

Series 2003-C7 Class A1, 4.241% 10/15/35 (d)

2,688,619

2,612,331

Series 2003-C8 Class A3, 4.445% 11/15/35

4,050,000

3,930,291

Series 2006-C27 Class A2, 5.624% 7/15/45

2,000,000

2,024,920

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $109,634,001)

107,387,515

Foreign Government and Government Agency Obligations - 0.4%

Israeli State 4.625% 6/15/13

480,000

453,564

United Mexican States:

5.875% 1/15/14

1,345,000

1,368,538

7.5% 1/14/12

3,650,000

3,991,275

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $5,424,270)

5,813,377

Fixed-Income Funds - 15.7%

Shares

Value
(Note 1)

Fidelity Specialized High Income Central Investment Portfolio (k)

150,068

$ 14,777,196

Fidelity Ultra-Short Central Fund (k)

2,199,447

218,844,967

TOTAL FIXED-INCOME FUNDS

(Cost $233,482,773)

233,622,163

Preferred Securities - 0.1%

Principal
Amount

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

MUFG Capital Finance 1 Ltd. 6.346% (j)
(Cost $2,030,000)

$ 2,030,000

2,044,997

Cash Equivalents - 9.6%

Maturity
Amount

Investments in repurchase agreements (Collateralized by U.S. Government Obligations) in a joint trading account at:

5.29%, dated 8/31/06 due 9/1/06

$ 18,033,648

18,031,000

5.29%, dated 8/31/06 due 9/1/06 (a)

124,664,316

124,646,000

TOTAL CASH EQUIVALENTS

(Cost $142,677,000)

142,677,000

TOTAL INVESTMENT PORTFOLIO - 111.0%

(Cost $1,664,374,589)

1,648,775,703

NET OTHER ASSETS - (11.0)%

(163,249,108)

NET ASSETS - 100%

$ 1,485,526,595

Swap Agreements

Expiration Date

Notional
Amount

Value

Credit Default Swaps

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34

Oct. 2034

$ 400,000

$ 6,363

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7 Class B3, 8.8244% 8/25/34

Sept. 2034

409,000

4,854

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC7, Class B3, 7.6913% 7/25/34

August 2034

409,000

5,115

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE8 Class B3, 7.3913% 9/25/34

Oct. 2034

409,000

6,008

Receive monthly notional amount multiplied by 2.5% and pay Credit Suisse First Boston upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 8.03% 11/25/34

Dec. 2034

625,000

775

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .56% and pay Bank of America upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional of Ameriquest Mortgage Securities, Inc. 6.835% 9/25/34

Oct. 2034

$ 1,900,000

$ (2,849)

Receive monthly notional amount multiplied by .8% and pay Deutsche Bank upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WCH1 Class M6, 6.365% 1/25/35

Feb. 2035

600,000

352

Receive monthly notional amount multiplied by .82% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34

August 2034

409,000

1,547

Receive monthly notional amount multiplied by .85% and pay Deutsche Bank upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M6, 6.105% 5/25/35

June 2035

600,000

1,035

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R9 Class M5, 5.5913% 10/25/34

Nov. 2034

409,000

1,510

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34

Oct. 2034

409,000

3,049

Receive monthly notional amount multiplied by 1.6% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

370,000

513

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 1.66% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

$ 409,000

$ 1,121

Receive monthly notional amount multiplied by 2% and pay Goldman Sachs upon default event of Long Beach Mortgage Loan Trust, par value of the notional amount of Long Beach Mortgage Loan Trust 7.14% 8/25/36

Sept. 2036

1,000,000

(521)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon default event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32

April 2032

51,543

366

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-1 Class M9, 7.3913% 2/25/34

March 2034

162,288

505

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34

Feb. 2034

129,270

244

Receive monthly notional amount multiplied by 2.7% and pay Merrill Lynch, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 6.4606% 5/25/35

June 2035

2,410,000

(1,530)

Receive monthly notional amount multiplied by 5% and pay Deutsche Bank upon default event of MASTR Asset Backed Securities Trust, par value of the notional amount of MASTR Asset Backed Securities Trust Series 2003-NC1 Class M6, 8.1913% 4/25/33

May 2033

409,000

4,853

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive quarterly a fixed rate of .4% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4 Index, par value of the proportional notional amount (h)

June 2010

$ 10,000,000

$ 21,027

Receive quarterly a fixed rate of .45% multiplied by the notional amount and pay to Goldman Sachs, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 5 Index, par value of the proportional notional amount (i)

Dec. 2010

15,000,000

62,702

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 Index, par value of the proportional notional amount (g)

March 2010

6,373,600

46,766

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 Index, par value of the proportional notional amount (g)

March 2015

6,373,600

54,983

Receive quarterly notional amount multiplied by .285% and pay Deutsche Bank upon default event of ConocoPhillips, par value of the notional amount of ConocoPhillips 4.75% 10/15/12

Sept. 2011

3,300,000

(6,796)

Receive quarterly notional amount multiplied by .30% and pay Deutsche Bank upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

2,315,000

5,718

Receive quarterly notional amount multiplied by .30% and pay Goldman Sachs upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

1,690,000

4,174

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10

Sept. 2010

$ 1,600,000

$ 5,833

Receive quarterly notional amount multiplied by .37% and pay Goldman Sachs upon default event of Pacific Gas & Electric Co., par value of the notional amount of Pacific Gas & Electric Co. 4.8% 3/1/14

March 2011

1,380,000

6,471

Receive quarterly notional amount multiplied by .37% and pay Morgan Stanley, Inc. upon default event of Pacific Gas & Electric Co. par value of the notional amount of Pacific Gas & Electric Co. 4.8% 3/1/14

March 2011

1,000,000

4,689

Receive semi-annually notional amount multiplied by .5% and pay Credit Suisse First Boston upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2008

1,060,000

4,328

Receive semi-annually notional amount multiplied by .5% and pay Deutsche Bank upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2008

1,895,000

7,556

TOTAL CREDIT DEFAULT SWAPS

$ 63,507,301

$ 250,761

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Interest Rate Swaps

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

$ (163,979)

Receive semi-annually a fixed rate equal to 4.708% and pay quarterly a floating rate based on 3-month LIBOR with Citibank

Jan. 2009

40,000,000

(470,501)

Receive semi-annually a fixed rate equal to 4.7515% and pay quarterly a floating rate based on 3-month LIBOR with UBS

Jan. 2009

30,000,000

(321,352)

Receive semi-annually a fixed rate equal to 4.756% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Jan. 2009

50,000,000

(539,956)

Receive semi-annually a fixed rate equal to 4.8575% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Dec. 2008

14,440,000

(117,368)

Receive semi-annually a fixed rate equal to 4.921% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Dec. 2008

47,300,000

(313,093)

Receive semi-annually a fixed rate equal to 5.3315% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2011

15,000,000

286,646

TOTAL INTEREST RATE SWAPS

203,165,000

(1,639,603)

Total Return Swaps

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 7.5 basis points with Lehman Brothers, Inc.

Feb. 2007

5,400,000

26,465

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 Citibank

Sept. 2006

5,900,000

64,134

TOTAL TOTAL RETURN SWAPS

11,300,000

90,599

$ 277,972,301

$ (1,298,243)

Legend

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

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

(c) Security or a portion of the security is on loan 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 end of the period, the value of these securities amounted to $132,877,665 or 8.9% of net assets.

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

(f) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $1,617,446.

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

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

(i) Dow Jones CDX N.A. Investment Grade 5 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

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

(k) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned

Year ended
October 31, 2005
Income earned

Fidelity Specialized High Income Central Investment Portfolio

$ 827,306

$ 91,309

Fidelity Ultra-Short Central Fund

8,964,644

6,181,659

Total

$ 9,791,950

$ 6,272,968

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund

Value at
October 31, 2005

Purchases

Sales
Proceeds

Value at
August 31, 2006

% ownership,
end of period

Fidelity Specialized High Income Central Investment Portfolio

$ 14,756,186

$ -

$ -

$ 14,777,196

7.1%

Fidelity Ultra-Short Central Fund

198,736,992

19,999,008

-

218,844,967

2.6%

Total

$ 213,493,178

$ 19,999,008

$ -

$ 233,622,163

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $8,297,852 all of which will expire on August 31, 2014.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2006

Assets

Investment in securities, at value (including securities loaned of $122,202,226 and repurchase agreements of $142,677,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,430,891,816)

$ 1,415,153,540

Affiliated Central Funds (cost $233,482,773)

233,622,163

Total Investments (cost $1,664,374,589)

$ 1,648,775,703

Receivable for investments sold
Regular delivery

96,713

Delayed delivery

2,395,101

Receivable for swap agreements

18,792

Receivable for fund shares sold

2,030,172

Interest receivable

12,576,716

Prepaid expenses

1,403

Total assets

1,665,894,600

Liabilities

Payable to custodian bank

$ 8,269

Payable for investments purchased
Regular delivery

3,522,612

Delayed delivery

41,333,700

Payable for fund shares redeemed

8,221,126

Distributions payable

322,659

Swap agreements, at value

1,298,243

Accrued management fee

397,750

Distribution fees payable

236,341

Other affiliated payables

298,557

Other payables and accrued expenses

82,498

Collateral on securities loaned, at value

124,646,250

Total liabilities

180,368,005

Net Assets

$ 1,485,526,595

Net Assets consist of:

Paid in capital

$ 1,507,553,604

Undistributed net investment income

2,339,755

Accumulated undistributed net realized gain (loss) on investments

(7,559,234)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(16,807,530)

Net Assets

$ 1,485,526,595

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($229,490,099 ÷ 21,288,032 shares)

$ 10.78

Maximum offering price per share (100/96.25 of $10.78)

$ 11.20

Class T:
Net Asset Value
and redemption price per share ($563,676,618 ÷ 52,264,217 shares)

$ 10.79

Maximum offering price per share (100/97.25 of $10.79)

$ 11.10

Class B:
Net Asset Value
and offering price per share ($46,343,760 ÷ 4,303,055 shares)A

$ 10.77

Class C:
Net Asset Value
and offering price per share ($63,946,102 ÷ 5,941,971 shares)A

$ 10.76

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($582,070,016 ÷ 53,888,074 shares)

$ 10.80

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

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

Annual Report

Statement of Operations

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Investment Income

Dividends

$ 45,804

$ -

Interest

52,119,740

55,137,437

Income from affiliated Central Funds

9,791,950

6,272,968

Total income

61,957,494

61,410,405

Expenses

Management fee

$ 3,939,361

$ 5,311,476

Transfer agent fees

2,547,127

2,951,330

Distribution fees

2,483,300

3,629,988

Accounting and security lending fees

443,074

512,735

Independent trustees' compensation

4,865

6,561

Custodian fees and expenses

48,816

51,161

Registration fees

86,508

123,291

Audit

72,045

69,709

Legal

6,848

4,710

Miscellaneous

40,343

142,376

Total expenses before reductions

9,672,287

12,803,337

Expense reductions

(37,250)

(27,914)

Total expenses

9,635,037

12,775,423

Net investment income

52,322,457

48,634,982

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(7,703,762)

7,057,232

Futures contracts

-

642,445

Swap agreements

(2,319,830)

195,608

Total net realized gain (loss)

(10,023,592)

7,895,285

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,266,352

(47,434,544)

Assets and liabilities in foreign currencies

(2,781)

-

Futures contracts

-

(775,947)

Swap agreements

799,763

(2,729,000)

Total change in net unrealized appreciation (depreciation)

4,063,334

(50,939,491)

Net gain (loss)

(5,960,258)

(43,044,206)

Net increase (decrease) in net assets resulting from operations

$ 46,362,199

$ 5,590,776

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 52,322,457

$ 48,634,982

$ 43,185,408

Net realized gain (loss)

(10,023,592)

7,895,285

21,665,513

Change in net unrealized appreciation (depreciation)

4,063,334

(50,939,491)

(7,465,222)

Net increase (decrease) in net assets resulting from operations

46,362,199

5,590,776

57,385,699

Distributions to shareholders from net investment income

(51,890,296)

(46,348,627)

(43,133,805)

Distributions to shareholders from net realized gain

(6,729,699)

(17,912,078)

(11,494,932)

Total distributions

(58,619,995)

(64,260,705)

(54,628,737)

Share transactions - net increase (decrease)

43,358,947

165,772,627

42,753,199

Total increase (decrease) in net assets

31,101,151

107,102,698

45,510,161

Net Assets

Beginning of period

1,454,425,444

1,347,322,746

1,301,812,585

End of period (including undistributed net investment income of $2,339,755, $5,771,423 and $4,872,342, respectively)

$ 1,485,526,595

$ 1,454,425,444

$ 1,347,322,746

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.87

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

Income from Investment Operations

Net investment
income E

.385

.397

.385

.420

.521 I

.619

Net realized and unrealized gain (loss)

(.043)

(.338)

.120

.254

.055 I

.713

Total from investment operations

.342

.059

.505

.674

.576

1.332

Distributions from net investment income

(.382)

(.379)

(.385)

(.414)

(.526)

(.622)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.432)

(.529)

(.485)

(.414)

(.526)

(.622)

Net asset value, end of period

$ 10.78

$ 10.87

$ 11.34

$ 11.32

$ 11.06

$ 11.01

Total Return B, C, D

3.23%

.54%

4.58%

6.16%

5.44%

13.28%

Ratios to Average Net Assets F, H

Expenses before reductions

.75% A

.81%

.84%

.81%

.83%

.83%

Expenses net of fee waivers, if any

.75% A

.81%

.84%

.81%

.83%

.83%

Expenses net of all reductions

.74% A

.80%

.84%

.81%

.82%

.82%

Net investment
income

4.30% A

3.60%

3.42%

3.72%

4.82% I

5.82%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 229,490

$ 219,441

$ 186,748

$ 166,701

$ 133,236

$ 92,027

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.88

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

Income from Investment Operations

Net investment
income E

.377

.386

.374

.408

.508 I

.603

Net realized and unrealized gain (loss)

(.043)

(.338)

.130

.253

.044 I

.713

Total from investment operations

.334

.048

.504

.661

.552

1.316

Distributions from net investment income

(.374)

(.368)

(.374)

(.401)

(.512)

(.606)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.424)

(.518)

(.474)

(.401)

(.512)

(.606)

Net asset value, end of period

$ 10.79

$ 10.88

$ 11.35

$ 11.32

$ 11.06

$ 11.02

Total Return B, C, D

3.15%

.43%

4.56%

6.03%

5.21%

13.11%

Ratios to Average Net Assets F, H

Expenses before reductions

.84% A

.91%

.95%

.93%

.95%

.97%

Expenses net of fee waivers, if any

.84% A

.91%

.95%

.93%

.95%

.97%

Expenses net of all reductions

.83% A

.91%

.95%

.93%

.95%

.97%

Net investment
income

4.21% A

3.49%

3.32%

3.60%

4.70% I

5.67%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 563,677

$ 622,245

$ 680,947

$ 711,263

$ 684,618

$ 546,276

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.86

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

Income from Investment Operations

Net investment
income E

.316

.310

.295

.331

.436 I

.534

Net realized and unrealized gain (loss)

(.043)

(.338)

.120

.253

.044 I

.713

Total from investment operations

.273

(.028)

.415

.584

.480

1.247

Distributions from net investment income

(.313)

(.292)

(.295)

(.324)

(.440)

(.537)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.363)

(.442)

(.395)

(.324)

(.440)

(.537)

Net asset value, end of period

$ 10.77

$ 10.86

$ 11.33

$ 11.31

$ 11.05

$ 11.01

Total Return B, C, D

2.57%

(.25)%

3.75%

5.32%

4.52%

12.40%

Ratios to Average Net Assets F, H

Expenses before reductions

1.52% A

1.61%

1.66%

1.60%

1.61%

1.62%

Expenses net of fee waivers, if any

1.52% A

1.60%

1.65%

1.60%

1.61%

1.62%

Expenses net of all reductions

1.52% A

1.60%

1.65%

1.60%

1.61%

1.62%

Net investment
income

3.52% A

2.80%

2.62%

2.92%

4.03% I

5.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 46,344

$ 73,017

$ 118,751

$ 154,697

$ 178,062

$ 113,424

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.85

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

Income from Investment Operations

Net investment
income E

.308

.301

.289

.322

.428 I

.525

Net realized and unrealized gain (loss)

(.042)

(.337)

.120

.254

.044 I

.716

Total from investment operations

.266

(.036)

.409

.576

.472

1.241

Distributions from net investment income

(.306)

(.284)

(.289)

(.316)

(.432)

(.531)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.356)

(.434)

(.389)

(.316)

(.432)

(.531)

Net asset value, end of period

$ 10.76

$ 10.85

$ 11.32

$ 11.30

$ 11.04

$ 11.00

Total Return B, C, D

2.51%

(.33)%

3.70%

5.26%

4.45%

12.34%

Ratios to Average Net Assets F, H

Expenses before reductions

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Expenses net of fee waivers, if any

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Expenses net of all reductions

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Net investment
income

3.45% A

2.73%

2.57%

2.86%

3.96% I

4.96%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 63,946

$ 74,522

$ 91,149

$ 113,849

$ 98,158

$ 63,538

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.89

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

Income from Investment Operations

Net investment
income D

.401

.417

.400

.437

.539 H

.638

Net realized and unrealized gain (loss)

(.043)

(.339)

.122

.254

.053 H

.711

Total from investment operations

.358

.078

.522

.691

.592

1.349

Distributions from net investment income

(.398)

(.398)

(.402)

(.431)

(.542)

(.639)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.448)

(.548)

(.502)

(.431)

(.542)

(.639)

Net asset value, end of period

$ 10.80

$ 10.89

$ 11.36

$ 11.34

$ 11.08

$ 11.03

Total Return B, C

3.37%

.71%

4.72%

6.30%

5.59%

13.45%

Ratios to Average Net Assets E, G

Expenses before reductions

.57% A

.63%

.70%

.66%

.67%

.66%

Expenses net of fee waivers, if any

.57% A

.63%

.70%

.66%

.67%

.66%

Expenses net of all reductions

.57% A

.63%

.70%

.66%

.67%

.66%

Net investment income

4.48% A

3.77%

3.57%

3.87%

4.97% H

5.98%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 582,070

$ 465,201

$ 269,727

$ 155,302

$ 114,546

$ 91,168

Portfolio turnover rate F

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

F Amounts do not include the portfolio activity of the affiliated central funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) and fixed-income Central Investment Portfolios (CIPs), collectively referred to as the Central Funds, which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Funds:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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, including the Fund's investment activity in the Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase in the principal amount of an inflation-indexed bond is recorded as interest income, even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual 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.

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 swap agreements, prior period premium and discount on debt securities, market discount, partnerships (including allocations from CIPs), deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 9,443,827

Unrealized depreciation

(21,352,097)

Net unrealized appreciation (depreciation)

(11,908,270)

Capital loss carryforward

(8,297,852)

Cost for federal income tax purposes

$ 1,660,683,973

The tax character of distributions paid was as follows:

Ten months ended
August 31, 2006

October 31, 2005

October 31, 2004

Ordinary Income

$ 51,890,296

$ 48,736,904

$ 43,133,805

Long-term Capital Gains

6,729,699

15,523,801

11,494,932

Total

$ 58,619,995

$ 64,260,705

$ 54,628,737

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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.

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

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Swap Agreements - continued

risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $273,603,147 and $180,825,551, respectively, for the ten month period ended August 31, 2006.

Annual Report

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and an annual rate of .38%, respectively, 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 289,878

$ 14,288

$ 294,649

$ 880

Class T

0%

.25%

1,194,634

1,581

1,651,030

4,812

Class B

.65%

.25%

435,144

314,581

844,258

610,620

Class C

.75%

.25%

563,644

42,421

840,051

82,422

$ 2,483,300

$ 372,871

$ 3,629,988

$ 698,734

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, .75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 40,489

Class T

9,582

Class B*

57,634

Class C*

8,677

$ 116,382

* 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 periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets
*

Amount

% of
Average
Net Assets

Class A

$ 425,128

.22

$ 417,835

.21

Class T

1,002,994

.21

1,414,953

.21

Class B

119,063

.25

240,686

.26

Class C

127,066

.23

187,675

.22

Institutional Class

872,876

.19

690,181

.19

$ 2,547,127

$ 2,951,330

* 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.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund may also invest in CIPs managed by FIMM, or Fidelity Management & Research Company Inc. (FMRC), each an affiliate of FMR.

The Specialized High Income Central Investment Portfolio seeks a high level of current income by normally investing in income-producing debt securities, with an emphasis on lower-quality debt securities.

The Fund's Schedule of Investments lists the Central Funds as an investment of the Fund but does not include the underlying holdings of the Central Funds. Based on their investment objectives, the Central Funds may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the Central Funds and the Fund.

A complete unaudited list of holdings for the Central Funds, as of the Fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Funds financial statements which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Funds do not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $2,369 and $2,681, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities for the periods ended August 31, 2006 and October 31, 2005, amounted to $56,508 and $26,456, respectively.

7. Expense Reductions.

FMR voluntarily agreed to reimburse Class B to the extent annual operating expenses exceeded certain levels of average net assets. During the period ended October 31, 2005, these levels ranged between 1.65% and 1.58%. The expense limitation in effect at period end was 1.58%. Some expenses, for example interest expense, are excluded from this reimbursement. During the period ended October 31, 2005, reimbursement reduced the expenses of Class B by $10,942.

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 periods ended August 31, 2006 and October 31, 2005, these credits reduced the Fund's custody expenses by $7,345 and $4,115, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Ten months ended
August 31, 2006

October 31, 2005

Transfer Agent
expense reduction

Transfer Agent
expense reduction

Class A

$ 8,121

$ 3,565

Class T

21,006

9,195

Class C

778

97

$ 29,905

$ 12,857

Annual 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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

From net investment income

Class A

$ 8,237,954

$ 6,750,916

$ 5,915,915

Class T

20,024,907

21,938,255

22,901,690

Class B

1,706,342

2,468,615

3,459,536

Class C

1,937,516

2,155,983

2,570,379

Institutional Class

19,983,577

13,034,858

8,286,285

Total

$ 51,890,296

$ 46,348,627

$ 43,133,805

From net realized gain

Class A

$ 1,020,134

$ 2,485,599

$ 1,464,510

Class T

2,809,300

8,985,225

6,264,742

Class B

314,308

1,506,398

1,325,653

Class C

331,629

1,194,745

978,409

Institutional Class

2,254,328

3,740,111

1,461,618

Total

$ 6,729,699

$ 17,912,078

$ 11,494,932

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

8,278,094

8,880,810

7,744,377

Reinvestment of distributions

742,446

712,081

582,634

Shares redeemed

(7,918,238)

(5,873,872)

(6,592,886)

Net increase (decrease)

1,102,302

3,719,019

1,734,125

Class T

Shares sold

13,931,574

17,421,833

21,723,985

Reinvestment of distributions

2,015,582

2,664,683

2,460,610

Shares redeemed

(20,897,941)

(22,891,513)

(26,997,272)

Net increase (decrease)

(4,950,785)

(2,804,997)

(2,812,677)

Class B

Shares sold

671,993

796,684

1,709,158

Reinvestment of distributions

158,557

293,999

334,596

Shares redeemed

(3,250,226)

(4,848,523)

(5,246,363)

Net increase (decrease)

(2,419,676)

(3,757,840)

(3,202,609)

Class C

Shares sold

883,428

1,502,035

1,869,844

Reinvestment of distributions

176,528

254,887

258,123

Shares redeemed

(1,984,475)

(2,940,524)

(4,154,782)

Net increase (decrease)

(924,519)

(1,183,602)

(2,026,815)

Institutional Class

Shares sold

18,293,682

21,107,727

17,324,462

Reinvestment of distributions

2,006,280

1,430,815

745,564

Shares redeemed

(9,124,283)

(3,567,194)

(8,029,624)

Net increase (decrease)

11,175,679

18,971,348

10,040,402

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 88,900,621

$ 98,032,653

$ 87,127,693

Reinvestment of distributions

7,978,925

7,878,261

6,563,346

Shares redeemed

(85,054,294)

(64,959,678)

(74,002,402)

Net increase (decrease)

$ 11,825,252

$ 40,951,236

$ 19,688,637

Annual Report

10. Share Transactions - continued

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class T

Shares sold

$ 149,419,842

$ 192,781,788

$ 245,032,503

Reinvestment of distributions

21,688,566

29,505,458

27,731,765

Shares redeemed

(224,614,505)

(253,165,506)

(304,328,408)

Net increase (decrease)

$ (53,506,097)

$ (30,878,260)

$ (31,564,140)

Class B

Shares sold

$ 7,195,245

$ 8,809,947

$ 19,232,641

Reinvestment of distributions

1,704,584

3,254,211

3,766,954

Shares redeemed

(34,885,370)

(53,542,026)

(58,993,326)

Net increase (decrease)

$ (25,985,541)

$ (41,477,868)

$ (35,993,731)

Class C

Shares sold

$ 9,467,312

$ 16,597,884

$ 21,049,741

Reinvestment of distributions

1,895,452

2,818,224

2,904,240

Shares redeemed

(21,287,935)

(32,438,326)

(46,673,540)

Net increase (decrease)

$ (9,925,171)

$ (13,022,218)

$ (22,719,559)

Institutional Class

Shares sold

$ 197,223,981

$ 233,901,844

$ 195,489,587

Reinvestment of distributions

21,595,701

15,843,665

8,407,041

Shares redeemed

(97,869,178)

(39,545,772)

(90,554,636)

Net increase (decrease)

$ 120,950,504

$ 210,199,737

$ 113,341,992

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and the Shareholders of Fidelity Advisor Intermediate Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Intermediate Bond Fund (a fund of Fidelity Advisor Series II) at August 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Intermediate Bond Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Intermediate Bond (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present) and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Intermediate Bond. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Intermediate Bond. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Intermediate Bond. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Ford O'Neil (44)

Year of Election or Appointment: 2004

Vice President of Advisor Intermediate Bond. Mr. O'Neil also serves as also Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. O'Neil worked as a research analyst and portfolio manager.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Intermediate Bond. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Intermediate Bond. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Intermediate Bond. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Intermediate Bond. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Intermediate Bond. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Intermediate Bond. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Intermediate Bond. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Intermediate Bond. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Intermediate Bond. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of Advisor Intermediate Bond. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Intermediate Bond. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Intermediate Bond. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

A total of 16.38% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $37,409,336 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Intermediate Bond Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the cumulative total returns of Class C and Institutional Class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Institutional Class represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Intermediate Bond Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Institutional Class of the fund was in the first quartile for all the periods shown. The Board also stated that the relative investment performance of Institutional Class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Intermediate Bond Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expenses of each class ranked below its competitive median for 2005. The Board considered that each class's total expenses reflect the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

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

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

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

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

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

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784752.103

(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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Institutional Class

2.06%

4.70%

5.91%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Intermediate Bond Fund - Institutional Class on August 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Intermediate Government/Credit Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Ford O'Neil, Portfolio Manager of Fidelity® Advisor Intermediate Bond Fund

Bonds sank in the first two months of the year ending August 31, 2006, after Gulf Coast hurricanes sent energy prices soaring, prompting fears of a corresponding leap in inflation. However, core inflation readings remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But the asset class fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. Bonds rose again in July and August, though, after Fed Chairman Ben Bernanke hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the 12-month period as a whole according the Lehman Brothers® Aggregate Bond Index.

The fund's Institutional Class shares gained 2.06% for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers Intermediate Government/Credit Bond Index returned 1.87%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Institutional Class shares gained 3.37%, while the Lehman Brothers index rose 3.30%. Sector selection provided the biggest boost to the portfolio's performance relative to the index during the 12-month period. Despite being underexposed to agency securities - one of the better performing segments of the bond market - the fund benefited from out-of-benchmark stakes in high-quality, higher-yielding securitized products such as mortgage-backed and asset-backed securities. Out-of-index holdings in collateralized mortgage obligations and commercial mortgage-backed securities also worked in the fund's favor, as they were bolstered in large part by strong investor demand. Some of the fund's exposure to these securitized sectors resulted from our holdings in Fidelity Ultra-Short Central Fund, a diversified internal pool of short-term assets designed to outpace cash-like instruments with similar risk characteristics. The fund's investments in this pool and a small out-of-index position in Treasury Inflation-Protected Securities also contributed. My yield-curve positioning proved beneficial as well. Strong showings from holdings in the industrial and financial corporate sectors helped the fund relative to the index, although a small exposure to corporates pressured by worries over leveraged buyouts hurt performance.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central funds. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central funds. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,021.60

$ 3.77

HypotheticalA

$ 1,000.00

$ 1,021.48

$ 3.77

Class T

Actual

$ 1,000.00

$ 1,021.10

$ 4.23

HypotheticalA

$ 1,000.00

$ 1,021.02

$ 4.23

Class B

Actual

$ 1,000.00

$ 1,017.70

$ 7.68

HypotheticalA

$ 1,000.00

$ 1,017.59

$ 7.68

Class C

Actual

$ 1,000.00

$ 1,016.30

$ 8.08

HypotheticalA

$ 1,000.00

$ 1,017.19

$ 8.08

Institutional Class

Actual

$ 1,000.00

$ 1,021.50

$ 2.85

HypotheticalA

$ 1,000.00

$ 1,022.38

$ 2.85

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central funds in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.74%

Class T

.83%

Class B

1.51%

Class C

1.59%

Institutional Class

.56%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Quality Diversification (% of fund's net assets)

As of August 31, 2006

As of April 30, 2006

U.S. Government
and U.S. Government Agency Obligations 41.3%

U.S. Government
and U.S. Government Agency Obligations 42.4%

AAA 13.9%

AAA 14.5%

AA 4.7%

AA 5.4%

A 10.3%

A 10.6%

BBB 22.2%

BBB 18.7%

BB and Below 3.1%

BB and Below 2.5%

Not Rated 1.2%

Not Rated 1.0%

Short-Term
Investments and
Net Other Assets 3.3%

Short-Term
Investments and
Net Other Assets 4.9%

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 August 31, 2006

4 months ago

Years

4.2

4.6

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 August 31, 2006

4 months ago

Years

3.4

3.4

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 August 31, 2006*

As of April 30, 2006**

Corporate Bonds 30.2%

Corporate Bonds 26.6%

U.S. Government
and U.S. Government Agency Obligations 41.3%

U.S. Government
and U.S. Government Agency Obligations 42.4%

Asset-Backed
Securities 11.3%

Asset-Backed
Securities 10.9%

CMOs and Other Mortgage Related Securities 13.4%

CMOs and Other Mortgage Related Securities 14.4%

Other Investments 0.5%

Other Investments 0.8%

Short-Term
Investments and
Net Other Assets 3.3%

Short-Term
Investments and
Net Other Assets 4.9%

* Foreign investments

9.6%

** Foreign investments

9.0%

* Futures and Swaps

19.3%

** Futures and Swaps

20.2%



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

For an unaudited list of holdings for each fixed-income central fund, visit advisor.fidelity.com.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.2%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.9%

Automobiles - 0.1%

Ford Motor Co. 6.625% 10/1/28

$ 1,895,000

$ 1,421,250

Household Durables - 0.4%

Fortune Brands, Inc. 5.125% 1/15/11

2,375,000

2,328,146

Whirlpool Corp. 6.125% 6/15/11

3,105,000

3,148,846

5,476,992

Media - 2.2%

AOL Time Warner, Inc.:

6.75% 4/15/11

4,000,000

4,144,408

6.875% 5/1/12

1,180,000

1,235,480

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,000,000

2,002,398

BSkyB Finance UK PLC 5.625% 10/15/15 (d)

3,035,000

2,949,392

Comcast Corp.:

4.95% 6/15/16

1,855,000

1,710,930

5.9% 3/15/16

3,000,000

2,973,912

Cox Communications, Inc. 4.625% 6/1/13

3,735,000

3,446,684

Hearst-Argyle Television, Inc. 7% 11/15/07

1,000,000

1,009,565

Liberty Media Corp.:

5.7% 5/15/13

1,045,000

974,463

8.25% 2/1/30

1,665,000

1,656,588

News America Holdings, Inc. 7.375% 10/17/08

2,000,000

2,078,378

News America, Inc. 4.75% 3/15/10

2,000,000

1,951,990

Time Warner, Inc. 9.125% 1/15/13

1,545,000

1,776,586

Univision Communications, Inc. 3.875% 10/15/08

1,680,000

1,602,703

Viacom, Inc. 5.75% 4/30/11 (d)

3,245,000

3,218,294

32,731,771

Multiline Retail - 0.2%

The May Department Stores Co. 4.8% 7/15/09

3,065,000

3,012,684

TOTAL CONSUMER DISCRETIONARY

42,642,697

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

FBG Finance Ltd. 5.125% 6/15/15 (d)

1,620,000

1,532,578

Food Products - 0.1%

H.J. Heinz Co. 6.428% 12/1/08 (d)(j)

1,655,000

1,686,379

Personal Products - 0.1%

Avon Products, Inc. 5.125% 1/15/11

435,000

429,716

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

CONSUMER STAPLES - continued

Tobacco - 0.3%

Philip Morris Companies, Inc. 7.65% 7/1/08

$ 4,635,000

$ 4,811,547

TOTAL CONSUMER STAPLES

8,460,220

ENERGY - 2.7%

Energy Equipment & Services - 0.6%

Cooper Cameron Corp. 2.65% 4/15/07

1,555,000

1,527,657

Petronas Capital Ltd. 7% 5/22/12 (d)

4,495,000

4,818,177

Weatherford International Ltd. 4.95% 10/15/13

2,315,000

2,213,078

8,558,912

Oil, Gas & Consumable Fuels - 2.1%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (d)

1,965,000

1,922,593

Duke Capital LLC 6.25% 2/15/13

3,250,000

3,294,333

EnCana Holdings Finance Corp. 5.8% 5/1/14

1,040,000

1,047,506

Enterprise Products Operating LP:

4.625% 10/15/09

1,290,000

1,254,773

4.95% 6/1/10

2,845,000

2,778,051

Kerr-McGee Corp. 6.875% 9/15/11

1,595,000

1,683,363

Kinder Morgan Energy Partners LP:

5.125% 11/15/14

2,100,000

1,983,555

5.35% 8/15/07

1,070,000

1,060,226

Kinder Morgan Finance Co. ULC 5.35% 1/5/11

4,290,000

4,111,712

Nexen, Inc.:

5.05% 11/20/13

1,485,000

1,427,125

5.2% 3/10/15

1,185,000

1,135,379

Pemex Project Funding Master Trust:

5.75% 12/15/15 (d)

980,000

953,540

5.75% 12/15/15

1,165,000

1,133,545

6.125% 8/15/08

1,000,000

1,004,000

7.375% 12/15/14

2,020,000

2,188,670

7.875% 2/1/09 (j)

3,000,000

3,135,000

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16 (d)

1,180,000

1,144,600

31,257,971

TOTAL ENERGY

39,816,883

FINANCIALS - 12.1%

Capital Markets - 1.5%

Ameriprise Financial, Inc. 7.518% 6/1/66 (b)

1,080,000

1,139,037

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Capital Markets - continued

Bank of New York Co., Inc.:

3.4% 3/15/13 (j)

$ 1,300,000

$ 1,263,275

4.25% 9/4/12 (j)

1,510,000

1,495,649

Goldman Sachs Group, Inc.:

5.25% 10/15/13

3,000,000

2,940,213

6.6% 1/15/12

3,000,000

3,146,670

Legg Mason, Inc. 6.75% 7/2/08

4,235,000

4,338,194

Lehman Brothers Holdings E-Capital Trust I 6.1725% 8/19/65 (j)

1,100,000

1,104,429

Merrill Lynch & Co., Inc. 4.25% 2/8/10

2,740,000

2,651,758

Morgan Stanley 5.05% 1/21/11

4,100,000

4,044,683

Nuveen Investments, Inc. 5% 9/15/10

515,000

503,262

22,627,170

Commercial Banks - 1.0%

Export-Import Bank of Korea 5.125% 2/14/11

2,955,000

2,912,566

FleetBoston Financial Corp. 3.85% 2/15/08

1,000,000

979,851

Korea Development Bank:

3.875% 3/2/09

2,900,000

2,804,213

4.75% 7/20/09

1,300,000

1,280,798

Santander Issuances SA Unipersonal 5.805% 6/20/16 (d)(j)

1,740,000

1,757,322

Wachovia Bank NA 4.875% 2/1/15

2,600,000

2,481,591

Wachovia Corp. 4.875% 2/15/14

1,970,000

1,888,160

Woori Bank 6.125% 5/3/16 (d)(j)

1,315,000

1,329,381

15,433,882

Consumer Finance - 1.2%

American Express Co. 6.8% 9/1/66 (j)

890,000

924,540

Capital One Bank 6.5% 6/13/13

2,315,000

2,406,202

Ford Motor Credit Co. 7.875% 6/15/10

3,500,000

3,439,867

Household Finance Corp. 4.125% 11/16/09

5,990,000

5,780,278

Household International, Inc. 5.836% 2/15/08

2,550,000

2,567,146

HSBC Finance Corp. 5% 6/30/15

2,000,000

1,920,010

MBNA America Bank NA 7.125% 11/15/12

1,000,000

1,087,784

18,125,827

Diversified Financial Services - 1.7%

Bank of America Corp.:

4.5% 8/1/10

6,132,000

5,975,934

7.4% 1/15/11

4,400,000

4,748,330

Citigroup, Inc. 5.125% 2/14/11

2,611,000

2,599,180

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Diversified Financial Services - continued

International Lease Finance Corp. 4.375% 11/1/09

$ 2,000,000

$ 1,937,480

JPMorgan Chase & Co.:

4.875% 3/15/14

1,710,000

1,640,147

5.75% 1/2/13

7,980,000

8,068,993

24,970,064

Insurance - 1.5%

Aegon NV 4.75% 6/1/13

3,400,000

3,246,259

AmerUs Group Co. 6.583% 5/16/11

1,070,000

1,088,522

Axis Capital Holdings Ltd. 5.75% 12/1/14

1,880,000

1,824,572

Liberty Mutual Group, Inc. 6.7% 8/15/16 (d)

1,080,000

1,079,968

Lincoln National Corp. 7% 5/17/66 (j)

3,100,000

3,211,836

Marsh & McLennan Companies, Inc.:

5.15% 9/15/10

1,300,000

1,275,951

7.125% 6/15/09

1,480,000

1,535,451

Pennsylvania Mutual Life Insurance Co. 6.65% 6/15/34 (d)

3,000,000

3,148,971

Symetra Financial Corp. 6.125% 4/1/16 (d)

1,335,000

1,334,447

The St. Paul Travelers Companies, Inc.:

6.38% 12/15/08

2,200,000

2,240,836

8.125% 4/15/10

1,750,000

1,901,667

21,888,480

Real Estate Investment Trusts - 3.9%

AMB Property LP 5.9% 8/15/13

1,420,000

1,433,107

Archstone-Smith Operating Trust:

5.25% 12/1/10

4,350,000

4,313,012

5.25% 5/1/15

1,540,000

1,493,426

Arden Realty LP:

5.2% 9/1/11

1,200,000

1,194,794

7% 11/15/07

3,460,000

3,522,792

AvalonBay Communities, Inc. 5% 8/1/07

1,380,000

1,365,118

Boston Properties, Inc. 6.25% 1/15/13

1,905,000

1,964,771

Brandywine Operating Partnership LP:

4.5% 11/1/09

3,310,000

3,207,373

5.625% 12/15/10

2,095,000

2,094,937

5.75% 4/1/12

1,275,000

1,276,137

BRE Properties, Inc.:

4.875% 5/15/10

1,765,000

1,730,134

5.95% 3/15/07

875,000

877,551

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust:

4.375% 1/15/10

$ 1,450,000

$ 1,406,326

5.875% 11/30/12

1,700,000

1,714,805

Colonial Properties Trust 4.75% 2/1/10

2,695,000

2,616,422

Developers Diversified Realty Corp.:

4.625% 8/1/10

2,450,000

2,366,073

5.25% 4/15/11

4,660,000

4,596,675

Duke Realty LP:

5.625% 8/15/11

445,000

445,632

5.95% 2/15/17

600,000

603,993

Equity One, Inc. 6.25% 1/15/17

670,000

681,350

Equity Residential 5.125% 3/15/16

1,530,000

1,463,076

Federal Realty Investment Trust:

6% 7/15/12

495,000

504,614

6.2% 1/15/17

325,000

334,097

Heritage Property Investment Trust, Inc. 4.5% 10/15/09

4,145,000

4,032,426

HRPT Properties Trust 5.75% 11/1/15

375,000

369,078

iStar Financial, Inc.:

5.375% 4/15/10

695,000

689,295

5.65% 9/15/11

1,135,000

1,131,115

5.8% 3/15/11

2,760,000

2,766,881

Mack-Cali Realty LP:

5.05% 4/15/10

190,000

186,147

7.25% 3/15/09

800,000

829,741

Simon Property Group LP:

4.875% 8/15/10

915,000

896,309

5.1% 6/15/15

1,800,000

1,720,667

5.6% 9/1/11

2,035,000

2,040,088

Tanger Properties LP 9.125% 2/15/08

180,000

188,100

United Dominion Realty Trust 5.25% 1/15/15

250,000

239,618

Washington (REIT) 5.95% 6/15/11

1,035,000

1,049,959

57,345,639

Real Estate Management & Development - 0.8%

Colonial Realty LP 6.05% 9/1/16

1,615,000

1,616,760

EOP Operating LP:

4.65% 10/1/10

7,800,000

7,537,631

4.75% 3/15/14

1,070,000

1,000,671

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Management & Development - continued

EOP Operating LP: - continued

6.75% 2/15/12

$ 670,000

$ 703,618

Post Apartment Homes LP 5.45% 6/1/12

1,800,000

1,750,856

12,609,536

Thrifts & Mortgage Finance - 0.5%

Independence Community Bank Corp.:

3.5% 6/20/13 (j)

500,000

483,376

3.75% 4/1/14 (j)

2,610,000

2,500,469

Residential Capital Corp. 6.875% 6/30/15

1,635,000

1,693,188

Washington Mutual, Inc. 4.625% 4/1/14

3,080,000

2,854,288

7,531,321

TOTAL FINANCIALS

180,531,919

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Boston Scientific Corp. 6% 6/15/11

1,655,000

1,669,804

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc. 4.75% 8/15/10 (d)

1,995,000

1,935,633

Bombardier, Inc. 6.3% 5/1/14 (d)

1,575,000

1,401,750

3,337,383

Airlines - 1.3%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

179,494

181,832

6.978% 10/1/12

473,028

485,435

7.024% 4/15/11

1,370,000

1,405,963

7.324% 4/15/11

500,000

490,000

7.858% 4/1/13

2,000,000

2,136,260

Continental Airlines, Inc. pass thru trust certificates:

6.648% 3/15/19

2,675,732

2,663,646

7.056% 3/15/11

1,330,000

1,371,089

Delta Air Lines, Inc. pass thru trust certificates 7.57% 11/18/10

2,020,000

2,027,575

U.S. Airways pass thru trust certificates 6.85% 7/30/19

959,537

966,733

United Airlines pass thru certificates:

6.071% 9/1/14

1,055,492

1,055,492

6.201% 3/1/10

447,887

448,447

6.602% 9/1/13

1,326,853

1,326,673

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - continued

United Airlines pass thru certificates: - continued

7.032% 4/1/12

$ 1,242,563

$ 1,280,598

7.186% 10/1/12

3,080,895

3,142,512

18,982,255

Industrial Conglomerates - 0.3%

Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (d)

4,330,000

4,502,200

Road & Rail - 0.3%

Canadian Pacific Railway Co. yankee 6.25% 10/15/11

2,700,000

2,797,065

Norfolk Southern Corp. 5.257% 9/17/14

1,731,000

1,707,311

4,504,376

TOTAL INDUSTRIALS

31,326,214

MATERIALS - 0.5%

Metals & Mining - 0.4%

Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (d)

5,580,000

5,791,543

Paper & Forest Products - 0.1%

International Paper Co. 4.25% 1/15/09

1,165,000

1,136,770

TOTAL MATERIALS

6,928,313

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,100,000

1,115,264

AT&T Broadband Corp. 8.375% 3/15/13

3,000,000

3,400,548

British Telecommunications PLC:

8.375% 12/15/10

295,000

326,949

8.875% 12/15/30

775,000

1,000,308

Deutsche Telekom International Finance BV 5.25% 7/22/13

1,445,000

1,391,555

Embarq Corp.:

6.738% 6/1/13

2,210,000

2,254,786

7.082% 6/1/16

1,475,000

1,504,999

SBC Communications, Inc. 4.125% 9/15/09

5,000,000

4,825,810

Sprint Capital Corp. 8.375% 3/15/12

2,050,000

2,291,029

Telecom Italia Capital SA:

4% 1/15/10

4,940,000

4,693,820

4.95% 9/30/14

1,780,000

1,641,051

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonica Emisiones SAU 6.421% 6/20/16

$ 6,060,000

$ 6,181,879

Telefonos de Mexico SA de CV 4.75% 1/27/10

4,695,000

4,556,498

TELUS Corp. yankee 7.5% 6/1/07

1,310,000

1,328,210

Verizon Global Funding Corp. 7.25% 12/1/10

1,697,000

1,810,765

38,323,471

Wireless Telecommunication Services - 0.6%

America Movil SA de CV 4.125% 3/1/09

1,010,000

974,752

AT&T Wireless Services, Inc.:

7.875% 3/1/11

1,360,000

1,483,873

8.125% 5/1/12

1,435,000

1,604,364

Nextel Communications, Inc. 5.95% 3/15/14

1,395,000

1,363,613

Vodafone Group PLC:

5% 12/16/13

1,330,000

1,266,604

5.5% 6/15/11

2,540,000

2,525,570

9,218,776

TOTAL TELECOMMUNICATION SERVICES

47,542,247

UTILITIES - 4.0%

Electric Utilities - 1.7%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

2,265,000

2,251,331

Exelon Corp.:

4.9% 6/15/15

1,075,000

1,006,217

6.75% 5/1/11

970,000

1,013,713

FirstEnergy Corp. 6.45% 11/15/11

2,980,000

3,090,683

Monongahela Power Co. 5% 10/1/06

1,370,000

1,369,125

Nevada Power Co. 6.5% 5/15/18 (d)

3,950,000

4,032,219

Niagara Mohawk Power Corp. 8.875% 5/15/07

400,000

408,932

Pepco Holdings, Inc.:

4% 5/15/10

1,270,000

1,202,867

6.45% 8/15/12

950,000

978,554

Progress Energy, Inc.:

5.625% 1/15/16

4,000,000

3,938,056

7.1% 3/1/11

1,800,000

1,920,238

TXU Energy Co. LLC 7% 3/15/13

3,210,000

3,349,343

24,561,278

Gas Utilities - 0.1%

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,010,000

1,075,789

Nonconvertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.7%

Constellation Energy Group, Inc. 7% 4/1/12

$ 3,052,000

$ 3,235,468

Exelon Generation Co. LLC 5.35% 1/15/14

3,000,000

2,928,414

PPL Energy Supply LLC 5.7% 10/15/35

3,070,000

2,999,356

TXU Corp. 5.55% 11/15/14

1,645,000

1,524,040

10,687,278

Multi-Utilities - 1.5%

Dominion Resources, Inc.:

4.75% 12/15/10

2,050,000

1,987,949

6.25% 6/30/12

5,295,000

5,441,412

7.5% 6/30/66 (j)

2,190,000

2,261,624

MidAmerican Energy Holdings, Inc. 5.875% 10/1/12

3,400,000

3,447,216

National Grid PLC 6.3% 8/1/16

3,820,000

3,906,389

PSEG Funding Trust I 5.381% 11/16/07

3,392,000

3,383,269

Sempra Energy 7.95% 3/1/10

830,000

893,624

TECO Energy, Inc. 7% 5/1/12

1,500,000

1,543,125

22,864,608

TOTAL UTILITIES

59,188,953

TOTAL NONCONVERTIBLE BONDS

(Cost $421,465,458)

418,107,250

U.S. Government and Government Agency Obligations - 26.1%

U.S. Government Agency Obligations - 11.2%

Fannie Mae:

3.25% 2/15/09

18,000,000

17,258,328

4.375% 7/17/13

4,850,000

4,637,730

5.25% 8/1/12

30,000,000

29,985,930

6.25% 2/1/11

735,000

765,237

Federal Home Loan Bank 5.375% 8/19/11

10,035,000

10,188,536

Freddie Mac:

5.25% 7/18/11

24,105,000

24,321,439

5.25% 11/5/12

1,405,000

1,383,537

5.75% 1/15/12

24,318,000

25,102,863

5.875% 3/21/11

2,655,000

2,725,089

6.625% 9/15/09

48,400,000

50,535,263

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

166,903,952

U.S. Government and Government Agency Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Treasury Inflation Protected Obligations - 6.6%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

$ 29,986,600

$ 28,496,751

2% 1/15/14 (f)

41,944,746

41,190,945

2% 7/15/14

27,984,840

27,460,189

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

97,147,885

U.S. Treasury Obligations - 8.3%

U.S. Treasury Notes:

4.25% 8/15/13 (c)

69,902,000

67,968,803

4.75% 5/15/14 (c)

55,305,000

55,365,504

TOTAL U.S. TREASURY OBLIGATIONS

123,334,307

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $396,745,809)

387,386,144

U.S. Government Agency - Mortgage Securities - 10.7%

Fannie Mae - 7.1%

3.738% 10/1/33 (j)

215,881

211,175

3.748% 12/1/34 (j)

200,324

196,888

3.75% 9/1/33 (j)

860,112

842,118

3.75% 1/1/34 (j)

191,279

186,917

3.757% 10/1/33 (j)

183,485

179,705

3.788% 6/1/34 (j)

814,833

793,279

3.834% 1/1/35 (j)

507,523

498,828

3.838% 4/1/33 (j)

571,410

562,432

3.839% 11/1/34 (j)

1,061,060

1,052,788

3.846% 1/1/35 (j)

170,241

167,457

3.851% 10/1/33 (j)

4,734,157

4,650,691

3.866% 1/1/35 (j)

308,460

304,195

3.905% 12/1/34 (j)

156,781

154,847

3.941% 5/1/34 (j)

60,635

60,977

3.952% 1/1/35 (j)

215,868

213,816

3.955% 12/1/34 (j)

1,129,897

1,118,136

3.957% 5/1/33 (j)

63,652

62,714

3.992% 1/1/35 (j)

143,581

142,115

3.996% 12/1/34 (j)

205,581

203,379

3.998% 2/1/35 (j)

161,764

159,759

4% 8/1/18

3,253,503

3,070,814

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.029% 1/1/35 (j)

$ 94,227

$ 93,058

4.034% 10/1/18 (j)

149,698

147,331

4.041% 2/1/35 (j)

146,769

144,972

4.079% 2/1/35 (j)

279,614

276,373

4.082% 4/1/33 (j)

57,544

56,928

4.083% 2/1/35 (j)

90,203

89,208

4.086% 2/1/35 (j)

100,838

99,663

4.102% 2/1/35 (j)

520,627

516,159

4.108% 1/1/35 (j)

317,717

314,077

4.116% 2/1/35 (j)

367,225

363,061

4.126% 1/1/35 (j)

528,488

522,837

4.143% 2/1/35 (j)

268,700

265,755

4.144% 1/1/35 (j)

468,214

464,817

4.156% 1/1/35 (j)

563,809

561,071

4.171% 1/1/35 (j)

385,815

376,513

4.181% 10/1/34 (j)

455,888

453,811

4.181% 11/1/34 (j)

76,216

75,949

4.187% 1/1/35 (j)

264,345

262,246

4.202% 1/1/35 (j)

164,379

163,154

4.249% 1/1/34 (j)

490,174

482,994

4.25% 2/1/35 (j)

195,855

191,564

4.272% 3/1/35 (j)

178,679

176,825

4.274% 2/1/35 (j)

102,688

101,988

4.275% 8/1/33 (j)

350,481

346,928

4.282% 7/1/34 (j)

132,138

132,174

4.29% 6/1/33 (j)

104,596

103,592

4.296% 10/1/33 (j)

79,802

78,807

4.3% 10/1/34 (j)

55,213

54,860

4.306% 5/1/35 (j)

239,350

237,117

4.31% 3/1/33 (j)

227,020

224,901

4.313% 3/1/33 (j)

92,216

90,144

4.337% 9/1/34 (j)

582,959

577,948

4.349% 9/1/34 (j)

1,529,309

1,524,289

4.35% 1/1/35 (j)

201,910

197,714

4.351% 9/1/34 (j)

247,335

247,056

4.356% 4/1/35 (j)

115,072

113,990

4.362% 2/1/34 (j)

416,100

410,584

4.39% 11/1/34 (j)

2,355,054

2,355,902

4.394% 5/1/35 (j)

542,610

538,566

4.396% 2/1/35 (j)

281,568

275,954

4.423% 10/1/34 (j)

841,182

839,471

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.426% 1/1/35 (j)

$ 223,314

$ 221,561

4.438% 3/1/35 (j)

259,315

254,245

4.456% 8/1/34 (j)

551,831

545,124

4.464% 5/1/35 (j)

140,985

139,754

4.489% 3/1/35 (j)

599,085

588,082

4.494% 1/1/35 (j)

246,581

244,317

4.5% 8/1/33 to 3/1/35

1,537,915

1,437,347

4.514% 10/1/35 (j)

90,811

89,924

4.516% 3/1/35 (j)

575,252

564,966

4.527% 2/1/35 (j)

2,970,211

2,939,147

4.532% 2/1/35 (j)

1,129,455

1,121,762

4.537% 7/1/34 (j)

229,182

228,211

4.539% 7/1/35 (j)

654,912

649,395

4.54% 2/1/35 (j)

169,444

168,215

4.554% 1/1/35 (j)

385,241

382,815

4.554% 2/1/35 (j)

121,229

120,462

4.56% 9/1/34 (j)

684,101

686,999

4.577% 2/1/35 (j)

529,392

521,000

4.577% 7/1/35 (j)

738,254

732,247

4.584% 2/1/35 (j)

1,820,991

1,791,192

4.601% 8/1/34 (j)

223,437

221,826

4.606% 7/1/34 (j)

6,947,689

6,917,949

4.609% 11/1/34 (j)

568,525

561,223

4.643% 1/1/33 (j)

121,554

121,188

4.645% 3/1/35 (j)

84,954

84,476

4.661% 3/1/35 (j)

1,390,964

1,383,223

4.67% 11/1/34 (j)

639,346

632,288

4.673% 7/1/36 (j)

1,319,636

1,309,524

4.704% 9/1/34 (j)

71,720

71,536

4.708% 10/1/32 (j)

39,669

39,497

4.713% 2/1/33 (j)

34,663

34,904

4.727% 7/1/34 (j)

519,987

515,433

4.729% 10/1/34 (j)

698,798

692,087

4.732% 10/1/32 (j)

51,782

52,487

4.736% 1/1/35 (j)

29,366

29,216

4.77% 12/1/34 (j)

473,017

468,475

4.778% 12/1/34 (j)

188,641

186,865

4.803% 12/1/32 (j)

251,082

251,191

4.808% 8/1/34 (j)

191,712

191,599

4.809% 6/1/35 (j)

849,449

845,214

4.815% 5/1/33 (j)

9,079

9,038

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

4.817% 2/1/33 (j)

$ 269,176

$ 268,158

4.818% 11/1/34 (j)

561,898

556,996

4.875% 10/1/34 (j)

2,161,394

2,146,267

4.96% 8/1/34 (j)

1,874,171

1,865,791

4.989% 12/1/32 (j)

19,596

19,653

4.99% 11/1/32 (j)

143,129

143,712

4.995% 2/1/35 (j)

72,032

71,854

5.01% 7/1/34 (j)

95,720

95,413

5.037% 11/1/34 (j)

50,902

51,037

5.083% 9/1/34 (j)

1,691,549

1,686,882

5.091% 5/1/35 (j)

1,186,895

1,185,782

5.1% 9/1/34 (j)

182,514

182,103

5.15% 1/1/36 (j)

1,656,083

1,653,969

5.172% 5/1/35 (j)

1,920,578

1,913,246

5.177% 5/1/35 (j)

719,634

716,881

5.185% 8/1/33 (j)

268,200

268,547

5.196% 6/1/35 (j)

830,136

830,609

5.205% 3/1/35 (j)

100,805

100,505

5.215% 5/1/35 (j)

1,963,344

1,957,436

5.269% 7/1/35 (j)

104,169

104,248

5.359% 12/1/34 (j)

306,510

307,083

5.5% 9/1/10 to 5/1/25

7,848,981

7,789,817

5.502% 2/1/36 (j)

3,331,351

3,340,937

5.631% 1/1/36 (j)

944,799

949,902

5.916% 1/1/36 (j)

740,480

747,291

6% 5/1/16 to 4/1/17

1,062,038

1,076,736

6.5% 12/1/13 to 3/1/35

11,065,940

11,275,264

6.5% 9/1/36 (e)

2,360,481

2,396,832

7% 2/1/09 to 6/1/33

2,878,140

2,958,060

7.5% 8/1/17 to 9/1/28

897,038

932,984

8.5% 6/1/11 to 9/1/25

138,417

147,462

9.5% 2/1/25

23,777

25,803

10.5% 8/1/20

21,138

24,199

11% 8/1/15

155,277

164,836

12.5% 12/1/13 to 4/1/15

13,927

16,173

TOTAL FANNIE MAE

105,401,853

Freddie Mac - 0.9%

4.043% 12/1/34 (j)

188,432

185,583

4.097% 12/1/34 (j)

284,083

280,140

4.124% 1/1/35 (j)

792,279

781,211

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Freddie Mac - continued

4.166% 1/1/34 (j)

$ 2,363,695

$ 2,319,138

4.256% 3/1/35 (j)

244,874

241,647

4.298% 5/1/35 (j)

420,679

415,761

4.301% 12/1/34 (j)

266,623

260,102

4.326% 2/1/35 (j)

517,588

511,344

4.351% 3/1/35 (j)

418,984

408,970

4.38% 2/1/35 (j)

511,987

500,012

4.438% 2/1/34 (j)

256,350

252,500

4.443% 3/1/35 (j)

255,929

250,243

4.454% 6/1/35 (j)

370,496

366,012

4.458% 3/1/35 (j)

300,981

294,377

4.546% 2/1/35 (j)

434,429

425,531

4.742% 3/1/33 (j)

93,133

92,532

4.773% 10/1/32 (j)

34,898

35,261

5.003% 4/1/35 (j)

1,304,196

1,298,487

5.065% 9/1/32 (j)

677,007

674,928

5.127% 4/1/35 (j)

1,222,143

1,212,776

5.305% 6/1/35 (j)

861,847

858,423

5.568% 1/1/36 (j)

1,632,938

1,633,477

5.652% 4/1/32 (j)

47,866

48,394

8.5% 9/1/24 to 8/1/27

94,534

101,934

10% 5/1/09

3,084

3,167

10.5% 5/1/21

24,560

25,700

11% 12/1/11

1,641

1,751

11.5% 10/1/15

6,695

7,595

11.75% 10/1/10

8,780

9,552

TOTAL FREDDIE MAC

13,496,548

Government National Mortgage Association - 2.7%

4.25% 7/20/34 (j)

678,506

670,402

6.5% 9/1/36 (e)

38,000,000

38,876,124

7% 7/15/28 to 11/15/28

706,347

734,187

7.5% 2/15/28 to 10/15/28

13,182

13,812

8% 11/15/06 to 10/15/24

18,505

19,029

8.5% 4/15/17 to 10/15/21

110,970

119,441

11% 7/20/19 to 8/20/19

7,655

8,873

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

40,441,868

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $160,103,535)

159,340,269

Asset-Backed Securities - 6.2%

Principal
Amount

Value
(Note 1)

ACE Securities Corp. Series 2004-HE1:

Class M1, 5.8244% 2/25/34 (j)

$ 525,000

$ 526,764

Class M2, 6.4244% 2/25/34 (j)

600,000

606,384

Aircraft Lease Securitization Ltd. Series 2005-1 Class C1, 9.1563% 9/9/30 (d)(j)

386,001

392,756

American Express Credit Account Master Trust Series 2004-1 Class B, 5.58% 9/15/11 (j)

1,430,000

1,435,472

AmeriCredit Automobile Receivables Trust:

Series 2005-1 Class E, 5.82% 6/6/12 (d)

309,293

308,962

Series 2005-DA Class A4, 5.02% 11/6/12

2,895,000

2,886,460

Series 2006-1:

Class A3, 5.11% 10/6/10

58,000

57,840

Class B1, 5.2% 3/6/11

175,000

174,583

Class C1, 5.28% 11/6/11

1,085,000

1,082,998

Class D, 5.49% 4/6/12

1,245,000

1,243,063

Class E1, 6.62% 5/6/13 (d)

1,335,000

1,333,892

Ameriquest Mortgage Securities, Inc.:

Series 2004-R2:

Class M1, 5.7544% 4/25/34 (j)

300,000

299,997

Class M2, 5.8044% 4/25/34 (j)

225,000

224,998

Series 2004-R3 Class M2, 6.4744% 5/25/34 (j)

2,770,000

2,803,017

Asset Backed Securities Corp. Home Equity Loan Trust
Series 2003-HE7 Class A3, 5.69% 12/15/33 (j)

166,768

167,289

Bank One Issuance Trust:

Series 2002-B1 Class B1, 5.71% 12/15/09 (j)

1,290,000

1,291,436

Series 2002-C1 Class C1, 6.29% 12/15/09 (j)

1,840,000

1,848,217

Series 2004-B2 Class B2, 4.37% 4/15/12

3,100,000

3,029,551

Bear Stearns Asset Backed Securities, Inc. Series 2005-HE2:

Class M1, 5.8244% 2/25/35 (j)

1,555,000

1,562,866

Class M2, 6.0744% 2/25/35 (j)

570,000

574,884

Capital Auto Receivables Asset Trust:

Series 2006-1:

Class A3, 5.03% 10/15/09

585,000

582,980

Class B, 5.26% 10/15/10

560,000

558,182

Series 2006-SN1A:

Class B, 5.5% 4/20/10 (d)

245,000

245,459

Class C, 5.77% 5/20/10 (d)

235,000

235,496

Class D, 6.15% 4/20/11 (d)

400,000

400,781

Capital One Master Trust:

Series 2001-1 Class B, 5.84% 12/15/10 (j)

2,130,000

2,138,747

Series 2001-8A Class B, 5.88% 8/17/09 (j)

3,015,000

3,016,291

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Capital One Multi-Asset Execution Trust:

Series 2003-B5 Class B5, 4.79% 8/15/13

$ 1,470,000

$ 1,437,612

Series 2004-6 Class B, 4.15% 7/16/12

2,560,000

2,484,625

Carrington Mortgage Loan Trust Series 2006-NC3 Class M10, 7.37% 8/25/36 (d)(j)

215,000

192,862

Cendant Timeshare Receivables Funding LLC
Series 2005-1A Class A1, 4.67% 5/20/17 (d)

708,680

697,996

Chase Credit Card Owner Trust Series 2004-1 Class B, 5.53% 5/15/09 (j)

1,020,000

1,019,996

CIT Equipment Collateral Trust Series 2006-VT1 Class A3, 5.13% 12/21/08

1,990,000

1,988,251

Citibank Credit Card Issuance Trust:

Series 2005-B1 Class B1, 4.4% 9/15/10

1,040,000

1,022,049

Series 2006-B2 Class B2, 5.15% 3/7/11

1,315,000

1,311,023

CNH Equipment Trust Series 2006-A Class A3, 5.2% 8/16/10

1,420,000

1,421,364

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 5.8244% 5/25/34 (j)

1,770,000

1,776,882

Series 2004-3 Class M1, 5.8244% 6/25/34 (j)

350,000

352,102

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A:

Class B, 4.878% 6/15/35 (d)

1,150,000

1,131,248

Class C, 5.074% 6/15/35 (d)

1,044,000

1,028,776

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (d)

715,000

727,866

Drive Auto Receivables Trust Series 2006-1 Class A4, 5.54% 12/16/13 (d)

2,325,000

2,345,259

Fieldstone Mortgage Investment Corp. Series 2003-1 Class M2, 7.0744% 11/25/33 (j)

93,682

93,948

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 5.8744% 3/25/34 (j)

100,000

100,225

Class M4, 6.2244% 3/25/34 (j)

75,000

75,381

Ford Credit Auto Owner Trust:

Series 2006-A Class A3, 5.05% 11/15/09

1,375,000

1,370,972

Series 2006-B Class D, 7.26% 2/15/13 (d)

850,000

851,670

Fremont Home Loan Trust:

Series 2004-A Class M1, 5.8744% 1/25/34 (j)

1,100,000

1,103,796

Series 2005-A:

Class M1, 5.7544% 1/25/35 (j)

375,000

377,436

Class M2, 5.7844% 1/25/35 (j)

550,000

552,796

Class M3, 5.8144% 1/25/35 (j)

300,000

302,053

Class M4, 6.0044% 1/25/35 (j)

225,000

227,231

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (d)

1,632,000

1,614,469

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

GS Auto Loan Trust Series 2006-1 Class D, 6.25% 1/15/14 (d)

$ 1,030,000

$ 1,028,960

GSAMP Trust Series 2004-FM2:

Class M1, 5.8244% 1/25/34 (j)

749,050

749,043

Class M2, 6.4244% 1/25/34 (j)

400,000

399,996

Class M3, 6.6244% 1/25/34 (j)

235,987

235,985

Home Equity Asset Trust:

Series 2003-2 Class M1, 6.2044% 8/25/33 (j)

634,210

635,173

Series 2003-4 Class M1, 6.1244% 10/25/33 (j)

593,815

595,408

Series 2004-3 Class M2, 6.5244% 8/25/34 (j)

535,000

541,861

HSBC Home Equity Loan Trust Series 2005-2:

Class M1, 5.785% 1/20/35 (j)

407,596

408,502

Class M2, 5.815% 1/20/35 (j)

306,420

307,500

Hyundai Auto Receivables Trust:

Series 2004-1 Class A4, 5.26% 11/15/12

1,180,000

1,181,869

Series 2006-1:

Class A3, 5.13% 6/15/10

440,000

439,457

Class B, 5.29% 11/15/12

185,000

185,057

Class C, 5.34% 11/15/12

235,000

235,125

Long Beach Mortgage Loan Trust:

Series 2003-3 Class M1, 6.0744% 7/25/33 (j)

2,441,358

2,451,253

Series 2006-7 Class M11, 7.84% 8/25/36 (j)

1,000,000

799,675

MBNA Credit Card Master Note Trust Series 2003-B2 Class B2, 5.72% 10/15/10 (j)

350,000

351,844

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 5.8244% 7/25/34 (j)

473,468

474,385

Class M2, 5.8744% 7/25/34 (j)

100,000

100,223

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 6.4244% 12/27/32 (j)

460,000

463,777

Series 2003-NC8 Class M1, 6.0244% 9/25/33 (j)

664,956

667,072

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 6.8244% 1/25/32 (j)

616,089

616,690

Series 2002-NC1 Class M1, 6.5244% 2/25/32 (d)(j)

706,794

726,229

Series 2002-NC3 Class M1, 6.0444% 8/25/32 (j)

375,000

375,316

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (l)

1,960,000

821,044

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (l)

950,000

198,572

NovaStar Home Equity Loan Series 2004-1:

Class M1, 5.7744% 6/25/34 (j)

350,000

351,713

Class M4, 6.2994% 6/25/34 (j)

585,000

589,625

Onyx Acceptance Owner Trust Series 2005-B Class A4, 4.34% 5/15/12

1,045,000

1,025,581

Asset-Backed Securities - continued

Principal
Amount

Value
(Note 1)

Ownit Mortgage Loan Asset-Backed Certificates
Series 2005-3 Class A2A, 5.4444% 6/25/36 (j)

$ 1,532,459

$ 1,532,661

Providian Master Note Trust Series 2006-B1A Class B1, 5.35% 3/15/13 (d)

2,690,000

2,690,735

SLM Private Credit Student Loan Trust Series 2004-A Class C, 6.2794% 6/15/33 (j)

1,190,000

1,204,412

Specialty Underwriting & Residential Finance Trust
Series 2006-AB2 Class N1, 5.75% 6/25/37 (d)

1,228,296

1,222,922

Structured Asset Securities Corp. Series 2006-BC1 Class B1, 7.8244% 3/25/36 (d)(j)

700,000

609,355

Superior Wholesale Inventory Financing Trust VII
Series 2003-A8 Class CTFS, 5.78% 3/15/11 (d)(j)

2,320,000

2,320,000

Superior Wholesale Inventory Financing Trust XII
Series 2005-A12:

Class B, 5.81% 6/15/10 (j)

1,425,000

1,422,107

Class C, 6.53% 6/15/10 (j)

710,000

711,307

Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10

3,815,000

3,761,692

WaMu Master Note Trust Series 2006-C2A Class C2, 5.83% 8/15/15 (d)(j)

2,630,000

2,630,000

West Penn Funding LLC Series 1999-A Class A3, 6.81% 9/25/08

110,945

110,999

WFS Financial Owner Trust Series 2005-1 Class D, 4.09% 8/15/12

490,359

482,704

World Omni Auto Receivables Trust Series 2006-A Class A3, 5.01% 10/15/10

1,315,000

1,311,398

TOTAL ASSET-BACKED SECURITIES

(Cost $91,696,142)

91,604,480

Collateralized Mortgage Obligations - 6.8%

Private Sponsor - 4.0%

Adjustable Rate Mortgage Trust floater Series 2005-2 Class 6A2, 5.6044% 6/25/35 (j)

270,630

271,092

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3704% 12/25/33 (j)

235,952

238,277

Class 2A1, 4.1644% 12/25/33 (j)

1,100,398

1,081,991

Series 2003-L Class 2A1, 3.972% 1/25/34 (j)

2,082,956

2,034,660

Series 2004-B:

Class 1A1, 3.4336% 3/25/34 (j)

504,330

513,243

Class 2A2, 4.1038% 3/25/34 (j)

818,796

800,339

Series 2004-C Class 1A1, 3.3338% 4/25/34 (j)

1,097,953

1,109,969

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Bank of America Mortgage Securities, Inc.: - continued

Series 2004-D:

Class 1A1, 3.5325% 5/25/34 (j)

$ 1,462,128

$ 1,456,826

Class 2A2, 4.1985% 5/25/34 (j)

2,178,325

2,133,381

Series 2004-G Class 2A7, 4.5587% 8/25/34 (j)

1,612,703

1,587,864

Series 2004-H Class 2A1, 4.4693% 9/25/34 (j)

1,723,107

1,693,127

Series 2005-E Class 2A7, 4.6089% 6/25/35 (j)

1,570,000

1,528,768

Bear Stearns Adjustable Rate Mortgage Trust Series 2005-6 Class 1A1, 5.1057% 8/25/35 (j)

3,176,046

3,168,363

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 5.6944% 4/25/34 (j)

167,372

167,511

Series 2004-AR6 Class 9A2, 5.6944% 10/25/34 (j)

332,362

332,917

Granite Master Issuer PLC floater Series 2006-1A
Class C2, 5.9925% 12/20/54 (d)(j)

1,200,000

1,199,952

Granite Mortgages PLC floater Series 2004-2 Class 1C, 6.1138% 6/20/44 (j)

137,970

138,034

JPMorgan Mortgage Trust Series 2005-A8 Class 2A3, 4.9591% 11/25/35 (j)

445,000

440,698

Master Asset Securitization Trust Series 2004-9
Class 7A1, 6.3247% 5/25/17 (j)

1,519,869

1,516,605

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2332% 8/25/17 (j)

1,141,839

1,153,277

Merrill Lynch Mortgage Investors, Inc.:

floater Series 2005-B Class A2, 5.5475% 7/25/30 (j)

1,066,707

1,067,312

Series 2003-E Class XA1, 0.8108% 10/25/28 (j)(l)

6,696,046

46,698

Series 2003-G Class XA1, 1% 1/25/29 (l)

5,887,529

43,958

Series 2003-H Class XA1, 1% 1/25/29 (d)(l)

5,136,313

43,692

Opteum Mortgage Acceptance Corp. Series 2005-3 Class APT, 5.6144% 7/25/35 (j)

1,017,222

1,018,374

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,689,643

1,706,621

Series 2004-SL2 Class A1, 6.5% 10/25/16

209,960

211,847

Series 2004-SL3 Class A1, 7% 8/25/16

2,785,392

2,859,077

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 6.92% 7/10/35 (d)(j)

2,266,086

2,309,633

Class B4, 7.12% 7/10/35 (d)(j)

1,699,564

1,735,782

Class B5, 7.72% 7/10/35 (d)(j)

1,605,144

1,654,008

Class B6, 8.22% 7/10/35 (d)(j)

755,362

772,917

Series 2003-CB1:

Class B3, 6.82% 6/10/35 (d)(j)

792,152

807,418

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater: - continued

Series 2003-CB1:

Class B4, 7.02% 6/10/35 (d)(j)

$ 707,279

$ 722,086

Class B5, 7.62% 6/10/35 (d)(j)

480,950

492,028

Class B6, 8.12% 6/10/35 (d)(j)

287,627

291,562

Series 2004-B:

Class B4, 6.47% 2/10/36 (d)(j)

288,833

294,218

Class B5, 6.92% 2/10/36 (d)(j)

289,772

292,909

Class B6, 7.37% 2/10/36 (d)(j)

96,347

97,123

Series 2004-C:

Class B4, 6.32% 9/10/36 (j)

389,200

393,126

Class B5, 6.72% 9/10/36 (j)

486,501

490,303

Class B6, 7.12% 9/10/36 (j)

97,300

98,055

Residential Funding Securities Corp. Series 2003-RP2
Class A1, 5.7744% 6/25/33 (d)(j)

610,464

613,087

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (d)(l)

17,009,164

65,613

Sequoia Mortgage Trust floater Series 2004-8 Class A2, 5.31% 9/20/34 (j)

790,955

793,047

Wachovia Mortgage Loan Trust LLC Series 2005-B
Class 2A4, 5.1863% 10/20/35 (j)

355,000

352,298

WaMu Mortgage pass thru certificates:

floater Series 2005-AR13 Class A1C1, 5.5144% 10/25/45 (j)

1,047,659

1,047,898

sequential pay Series 2002-S6 Class A25, 6% 10/25/32

525,589

523,337

Series 2003-AR12 Class A5, 4.043% 2/25/34

5,000,000

4,896,537

WaMu Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

217,001

222,741

Series 2004-RA2 Class 2A, 7% 7/25/33

321,682

326,105

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-T Class A1, 3.458% 9/25/34 (j)

1,539,720

1,534,285

Series 2005-AR10 Class 2A2, 4.1091% 6/25/35 (j)

2,684,046

2,643,140

Series 2005-AR4 Class 2A2, 4.5296% 4/25/35 (j)

2,281,328

2,234,851

Series 2005-AR9 Class 2A1, 4.3623% 5/25/35 (j)

1,183,096

1,160,309

Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (j)

3,615,000

3,585,173

TOTAL PRIVATE SPONSOR

60,014,062

U.S. Government Agency - 2.8%

Fannie Mae planned amortization class Series 2003-39
Class PV, 5.5% 9/25/22

3,045,000

3,046,077

Collateralized Mortgage Obligations - continued

Principal
Amount

Value
(Note 1)

U.S. Government Agency - continued

Fannie Mae Grantor Trust floater Series 2005-90 Class FG, 5.5744% 10/25/35 (j)

$ 5,445,082

$ 5,431,028

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2003-84 Class GC, 4.5% 5/25/15

1,540,000

1,504,315

Series 2005-67 Class HD, 5.5% 12/25/30

2,835,000

2,826,827

Series 2006-4 Class PB, 6% 9/25/35

2,955,000

3,000,316

sequential pay:

Series 2002-56 Class MC, 5.5% 9/25/17

1,020,180

1,019,672

Series 2004-3 Class BA, 4% 7/25/17

164,662

158,021

Series 2004-45 Class AV, 4.5% 10/25/22

1,355,000

1,336,735

Series 2004-86 Class KC, 4.5% 5/25/19

718,729

693,240

Series 2004-91 Class AH, 4.5% 5/25/29

1,486,912

1,447,194

Freddie Mac planned amortization class:

Series 2104 Class PG, 6% 12/15/28

1,560,075

1,581,572

Series 2356 Class GD, 6% 9/15/16

1,148,463

1,163,141

Series 3033 Class UD, 5.5% 10/15/30

1,075,000

1,073,751

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2363 Class PF, 6% 9/15/16

1,561,217

1,580,434

Series 2702 Class WB, 5% 4/15/17

2,480,000

2,451,050

Series 2952 Class EC, 5.5% 11/15/28

2,785,000

2,780,486

Series 3018 Class UD, 5.5% 9/15/30

1,735,000

1,732,076

Series 3049 Class DB, 5.5% 6/15/31

2,495,000

2,492,070

Series 3102 Class OH, 1/15/36 (m)

1,665,000

1,229,759

sequential pay:

Series 2777 Class AB, 4.5% 6/15/29

3,377,481

3,285,678

Series 2809 Class UA, 4% 12/15/14

966,354

945,004

TOTAL U.S. GOVERNMENT AGENCY

40,778,446

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $101,115,601)

100,792,508

Commercial Mortgage Securities - 7.2%

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1%
8/13/29

59,668

60,110

Series 1997-D5:

Class A2, 6.8216% 2/14/43 (j)

1,230,000

1,327,497

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Asset Securitization Corp.: - continued

Series 1997-D5:

Class A3, 6.8716% 2/14/43 (j)

$ 1,320,000

$ 1,371,150

Class PS1, 1.7254% 2/14/43 (j)(l)

16,306,040

608,546

Banc of America Commercial Mortgage, Inc.:

Series 2002-2 Class XP, 1.7827% 7/11/43 (d)(j)(l)

10,961,126

505,244

Series 2005-1 Class A3, 4.877% 11/10/42

2,090,000

2,065,836

Banc of America Large Loan, Inc.:

floater:

Series 2003-BBA2:

Class C, 5.8% 11/15/15 (d)(j)

32,108

32,112

Class D, 5.88% 11/15/15 (d)(j)

410,000

410,041

Class F, 6.23% 11/15/15 (d)(j)

295,000

295,092

Class H, 6.73% 11/15/15 (d)(j)

265,000

265,096

Class J, 7.28% 11/15/15 (d)(j)

275,000

275,119

Class K, 7.93% 11/15/15 (d)(j)

245,000

243,826

Series 2005-ESHA:

Class E, 5.91% 7/14/20 (d)(j)

725,000

725,904

Class F, 6.08% 7/14/20 (d)(j)

435,000

435,541

Class G, 6.21% 7/14/20 (d)(j)

215,000

215,267

Class H, 6.43% 7/14/20 (d)(j)

290,000

290,360

Series 2005-MIB1:

Class C, 5.64% 3/15/22 (d)(j)

335,000

335,211

Class D, 5.69% 3/15/22 (d)(j)

340,000

340,220

Class F, 5.8% 3/15/22 (d)(j)

330,000

330,214

Class G, 5.86% 3/15/22 (d)(j)

215,000

215,139

Series 2006-ESH:

Class A, 6.19% 7/14/11 (d)(j)

731,304

730,782

Class B, 6.29% 7/14/11 (d)(j)

364,678

364,031

Class C, 6.44% 7/14/11 (d)(j)

730,330

729,810

Class D, 7.07% 7/14/11 (d)(j)

424,462

425,672

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 5.6844% 4/25/34 (d)(j)

1,195,980

1,198,223

Class B, 7.2244% 4/25/34 (d)(j)

125,893

127,152

Class M1, 5.8844% 4/25/34 (d)(j)

125,893

126,286

Class M2, 6.5244% 4/25/34 (d)(j)

62,946

63,615

Series 2004-2 Class A, 5.7544% 8/25/34 (d)(j)

1,191,367

1,195,835

Series 2004-3:

Class A1, 5.6944% 1/25/35 (d)(j)

1,349,456

1,353,673

Class A2, 5.7444% 1/25/35 (d)(j)

198,449

198,821

Class M1, 5.8244% 1/25/35 (d)(j)

238,139

239,479

Class M2, 6.3244% 1/25/35 (d)(j)

158,759

160,694

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

Bayview Commercial Asset Trust floater: - continued

Series 2005-4A:

Class A2, 5.7144% 1/25/36 (d)(j)

$ 1,809,469

$ 1,811,731

Class B1, 6.7244% 1/25/36 (d)(j)

95,235

96,247

Class M1, 5.7744% 1/25/36 (d)(j)

571,411

573,018

Class M2, 5.7944% 1/25/36 (d)(j)

190,470

191,006

Class M3, 5.8244% 1/25/36 (d)(j)

285,706

286,331

Class M4, 5.9344% 1/25/36 (d)(j)

95,235

95,652

Class M5, 5.9744% 1/25/36 (d)(j)

95,235

95,711

Class M6, 6.0244% 1/25/36 (d)(j)

95,235

95,533

Bear Stearns Commercial Mortgage Securities, Inc.:

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (d)

770,000

762,739

Series 2003-T12 Class X2, 0.6539% 8/13/39 (d)(j)(l)

6,003,816

116,634

Series 2004-ESA:

Class B, 4.888% 5/14/16 (d)

1,410,000

1,398,459

Class C, 4.937% 5/14/16 (d)

880,000

873,882

Class D, 4.986% 5/14/16 (d)

320,000

318,170

Class E, 5.064% 5/14/16 (d)

995,000

992,241

Class F, 5.182% 5/14/16 (d)

240,000

239,574

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (d)(j)(l)

23,100,985

1,237,360

Chase Commercial Mortgage Securities Corp. Series 2001-245 Class A2, 6.275% 2/12/16 (d)(j)

980,000

1,022,038

COMM floater Series 2002-FL7 Class D, 5.9% 11/15/14 (d)(j)

137,143

137,168

Commercial Mortgage Asset Trust sequential pay Series 1999-C2 Class A1, 7.285% 11/17/32

1,206,899

1,220,974

Commercial Mortgage pass thru certificates floater Series 2005-FL11:

Class B, 5.58% 11/15/17 (d)(j)

619,202

619,397

Class E, 5.72% 11/15/17 (d)(j)

278,009

278,111

Class F, 5.78% 11/15/17 (d)(j)

252,736

252,815

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A3, 6.55% 1/17/35

1,173,476

1,185,352

Series 1998-C1 Class A1B, 6.48% 5/17/40

2,628,462

2,670,232

Series 1999-C1 Class A2, 7.29% 9/15/41

7,382,723

7,701,328

Series 1997-C2 Class D, 7.27% 1/17/35

755,000

779,959

Series 2001-CK6 Class AX, 0.645% 9/15/18 (l)

32,686,490

954,658

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

635,000

657,146

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

DLJ Commercial Mortgage Corp. sequential pay:

Series 1998-CF1 Class A1B, 6.41% 2/18/31

$ 3,836,541

$ 3,874,262

Series 2000-CF1:

Class A1A, 7.45% 6/10/33

78,674

78,576

Class A1B, 7.62% 6/10/33

1,855,000

1,991,791

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1 Class G, 6.936% 3/15/33 (d)

565,000

597,952

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65%
11/18/29

317,236

319,658

GE Capital Commercial Mortgage Corp. Series 2001-1
Class X1, 0.4582% 5/15/33 (d)(j)(l)

22,015,885

726,676

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (d)

33,955

33,920

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8831% 10/16/23 (j)

272,281

276,744

Ginnie Mae guaranteed REMIC pass thru securities:

sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

2,030,000

1,944,859

Series 2003-47 Class C, 4.227% 10/16/27

2,907,731

2,828,827

Series 2003-59 Class D, 3.654% 10/16/27

3,060,000

2,855,727

Series 2003-47 Class XA, 0.1774% 6/16/43 (j)(l)

7,674,143

427,658

GMAC Commercial Mortgage Securities, Inc.
Series 2004-C3 Class X2, 0.7177% 12/10/41 (j)(l)

12,815,208

298,837

Greenwich Capital Commercial Funding Corp.
Series 2005-GG3 Class XP, 0.803% 8/10/42 (d)(j)(l)

59,995,289

1,726,364

GS Mortgage Securities Corp. II:

sequential pay Series 2003-C1 Class A2A, 3.59%
1/10/40

1,560,000

1,526,579

Series 2001-LIBA Class C, 6.733% 2/14/16 (d)

815,000

860,260

Series 2005-GG4 Class XP, 0.7347% 7/10/39 (d)(j)(l)

47,170,000

1,419,987

Series 2006-GG6 Class A2, 5.506% 4/10/38 (j)

2,895,000

2,918,370

Heller Financial Commercial Mortgage Asset Corp. sequential pay Series 2000-PH1 Class A1, 7.715% 1/17/34

112,912

112,770

Hilton Hotel Pool Trust:

sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (d)

1,080,600

1,121,412

Series 2000-HLTA Class D, 7.555% 10/3/15 (d)

1,405,000

1,491,540

Host Marriott Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (d)

530,000

557,960

JPMorgan Chase Commercial Mortgage Securities Corp.
Series 2004-C1 Class X2, 0.9934% 1/15/38 (d)(j)(l)

4,615,357

149,486

Commercial Mortgage Securities - continued

Principal
Amount

Value
(Note 1)

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2005-C3 Class A2, 4.553% 7/15/30

$ 940,000

$ 919,732

Series 2001-C3 Class B, 6.512% 6/15/36

1,065,000

1,120,528

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class B, 4.13% 11/20/37 (d)

4,000,000

3,688,352

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2003-LLFA:

Class J, 7.38% 12/16/14 (d)(j)

1,480,000

1,479,738

Class K1, 7.88% 12/16/14 (d)(j)

770,000

769,231

Merrill Lynch Mortgage Trust sequential pay:

Series 2005-CIP1 Class A2, 4.96% 7/12/38

625,000

618,241

Series 2005-MCP1 Class A2, 4.556% 6/12/43

1,155,000

1,127,025

Morgan Stanley Capital I Trust Series 2006-T23 Class A1, 5.682% 8/12/41

830,000

841,986

Morgan Stanley Capital I, Inc. Series 2005-IQ9 Class X2, 1.069% 7/15/56 (d)(j)(l)

15,283,121

641,990

Morgan Stanley Dean Witter Capital I Trust sequential pay Series 2001-PPM Class A2, 6.4% 2/15/31

1,360,568

1,392,781

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

1,130,748

1,143,608

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (d)

2,500,000

2,533,363

TrizecHahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (d)

2,004,216

2,026,194

Class C4, 6.893% 5/15/16 (d)

8,000,000

8,451,925

Wachovia Bank Commercial Mortgage Trust sequential pay:

Series 2003-C7 Class A1, 4.241% 10/15/35 (d)

2,688,619

2,612,331

Series 2003-C8 Class A3, 4.445% 11/15/35

4,050,000

3,930,291

Series 2006-C27 Class A2, 5.624% 7/15/45

2,000,000

2,024,920

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $109,634,001)

107,387,515

Foreign Government and Government Agency Obligations - 0.4%

Israeli State 4.625% 6/15/13

480,000

453,564

United Mexican States:

5.875% 1/15/14

1,345,000

1,368,538

7.5% 1/14/12

3,650,000

3,991,275

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $5,424,270)

5,813,377

Fixed-Income Funds - 15.7%

Shares

Value
(Note 1)

Fidelity Specialized High Income Central Investment Portfolio (k)

150,068

$ 14,777,196

Fidelity Ultra-Short Central Fund (k)

2,199,447

218,844,967

TOTAL FIXED-INCOME FUNDS

(Cost $233,482,773)

233,622,163

Preferred Securities - 0.1%

Principal
Amount

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

MUFG Capital Finance 1 Ltd. 6.346% (j)
(Cost $2,030,000)

$ 2,030,000

2,044,997

Cash Equivalents - 9.6%

Maturity
Amount

Investments in repurchase agreements (Collateralized by U.S. Government Obligations) in a joint trading account at:

5.29%, dated 8/31/06 due 9/1/06

$ 18,033,648

18,031,000

5.29%, dated 8/31/06 due 9/1/06 (a)

124,664,316

124,646,000

TOTAL CASH EQUIVALENTS

(Cost $142,677,000)

142,677,000

TOTAL INVESTMENT PORTFOLIO - 111.0%

(Cost $1,664,374,589)

1,648,775,703

NET OTHER ASSETS - (11.0)%

(163,249,108)

NET ASSETS - 100%

$ 1,485,526,595

Swap Agreements

Expiration Date

Notional
Amount

Value

Credit Default Swaps

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34

Oct. 2034

$ 400,000

$ 6,363

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7 Class B3, 8.8244% 8/25/34

Sept. 2034

409,000

4,854

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC7, Class B3, 7.6913% 7/25/34

August 2034

409,000

5,115

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE8 Class B3, 7.3913% 9/25/34

Oct. 2034

409,000

6,008

Receive monthly notional amount multiplied by 2.5% and pay Credit Suisse First Boston upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 8.03% 11/25/34

Dec. 2034

625,000

775

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .56% and pay Bank of America upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional of Ameriquest Mortgage Securities, Inc. 6.835% 9/25/34

Oct. 2034

$ 1,900,000

$ (2,849)

Receive monthly notional amount multiplied by .8% and pay Deutsche Bank upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WCH1 Class M6, 6.365% 1/25/35

Feb. 2035

600,000

352

Receive monthly notional amount multiplied by .82% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34

August 2034

409,000

1,547

Receive monthly notional amount multiplied by .85% and pay Deutsche Bank upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M6, 6.105% 5/25/35

June 2035

600,000

1,035

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R9 Class M5, 5.5913% 10/25/34

Nov. 2034

409,000

1,510

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34

Oct. 2034

409,000

3,049

Receive monthly notional amount multiplied by 1.6% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

370,000

513

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 1.66% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

$ 409,000

$ 1,121

Receive monthly notional amount multiplied by 2% and pay Goldman Sachs upon default event of Long Beach Mortgage Loan Trust, par value of the notional amount of Long Beach Mortgage Loan Trust 7.14% 8/25/36

Sept. 2036

1,000,000

(521)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon default event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32

April 2032

51,543

366

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-1 Class M9, 7.3913% 2/25/34

March 2034

162,288

505

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34

Feb. 2034

129,270

244

Receive monthly notional amount multiplied by 2.7% and pay Merrill Lynch, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 6.4606% 5/25/35

June 2035

2,410,000

(1,530)

Receive monthly notional amount multiplied by 5% and pay Deutsche Bank upon default event of MASTR Asset Backed Securities Trust, par value of the notional amount of MASTR Asset Backed Securities Trust Series 2003-NC1 Class M6, 8.1913% 4/25/33

May 2033

409,000

4,853

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive quarterly a fixed rate of .4% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4 Index, par value of the proportional notional amount (h)

June 2010

$ 10,000,000

$ 21,027

Receive quarterly a fixed rate of .45% multiplied by the notional amount and pay to Goldman Sachs, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 5 Index, par value of the proportional notional amount (i)

Dec. 2010

15,000,000

62,702

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 Index, par value of the proportional notional amount (g)

March 2010

6,373,600

46,766

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 Index, par value of the proportional notional amount (g)

March 2015

6,373,600

54,983

Receive quarterly notional amount multiplied by .285% and pay Deutsche Bank upon default event of ConocoPhillips, par value of the notional amount of ConocoPhillips 4.75% 10/15/12

Sept. 2011

3,300,000

(6,796)

Receive quarterly notional amount multiplied by .30% and pay Deutsche Bank upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

2,315,000

5,718

Receive quarterly notional amount multiplied by .30% and pay Goldman Sachs upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

1,690,000

4,174

Swap Agreements - continued

Expiration Date

Notional
Amount

Value

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10

Sept. 2010

$ 1,600,000

$ 5,833

Receive quarterly notional amount multiplied by .37% and pay Goldman Sachs upon default event of Pacific Gas & Electric Co., par value of the notional amount of Pacific Gas & Electric Co. 4.8% 3/1/14

March 2011

1,380,000

6,471

Receive quarterly notional amount multiplied by .37% and pay Morgan Stanley, Inc. upon default event of Pacific Gas & Electric Co. par value of the notional amount of Pacific Gas & Electric Co. 4.8% 3/1/14

March 2011

1,000,000

4,689

Receive semi-annually notional amount multiplied by .5% and pay Credit Suisse First Boston upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2008

1,060,000

4,328

Receive semi-annually notional amount multiplied by .5% and pay Deutsche Bank upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2008

1,895,000

7,556

TOTAL CREDIT DEFAULT SWAPS

$ 63,507,301

$ 250,761

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Interest Rate Swaps

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

$ (163,979)

Receive semi-annually a fixed rate equal to 4.708% and pay quarterly a floating rate based on 3-month LIBOR with Citibank

Jan. 2009

40,000,000

(470,501)

Receive semi-annually a fixed rate equal to 4.7515% and pay quarterly a floating rate based on 3-month LIBOR with UBS

Jan. 2009

30,000,000

(321,352)

Receive semi-annually a fixed rate equal to 4.756% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Jan. 2009

50,000,000

(539,956)

Receive semi-annually a fixed rate equal to 4.8575% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Dec. 2008

14,440,000

(117,368)

Receive semi-annually a fixed rate equal to 4.921% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Dec. 2008

47,300,000

(313,093)

Receive semi-annually a fixed rate equal to 5.3315% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2011

15,000,000

286,646

TOTAL INTEREST RATE SWAPS

203,165,000

(1,639,603)

Total Return Swaps

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 7.5 basis points with Lehman Brothers, Inc.

Feb. 2007

5,400,000

26,465

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 Citibank

Sept. 2006

5,900,000

64,134

TOTAL TOTAL RETURN SWAPS

11,300,000

90,599

$ 277,972,301

$ (1,298,243)

Legend

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

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

(c) Security or a portion of the security is on loan 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 end of the period, the value of these securities amounted to $132,877,665 or 8.9% of net assets.

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

(f) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $1,617,446.

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

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

(i) Dow Jones CDX N.A. Investment Grade 5 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

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

(k) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned

Year ended
October 31, 2005
Income earned

Fidelity Specialized High Income Central Investment Portfolio

$ 827,306

$ 91,309

Fidelity Ultra-Short Central Fund

8,964,644

6,181,659

Total

$ 9,791,950

$ 6,272,968

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund

Value at
October 31, 2005

Purchases

Sales
Proceeds

Value at
August 31, 2006

% ownership,
end of period

Fidelity Specialized High Income Central Investment Portfolio

$ 14,756,186

$ -

$ -

$ 14,777,196

7.1%

Fidelity Ultra-Short Central Fund

198,736,992

19,999,008

-

218,844,967

2.6%

Total

$ 213,493,178

$ 19,999,008

$ -

$ 233,622,163

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $8,297,852 all of which will expire on August 31, 2014.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2006

Assets

Investment in securities, at value (including securities loaned of $122,202,226 and repurchase agreements of $142,677,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,430,891,816)

$ 1,415,153,540

Affiliated Central Funds (cost $233,482,773)

233,622,163

Total Investments (cost $1,664,374,589)

$ 1,648,775,703

Receivable for investments sold
Regular delivery

96,713

Delayed delivery

2,395,101

Receivable for swap agreements

18,792

Receivable for fund shares sold

2,030,172

Interest receivable

12,576,716

Prepaid expenses

1,403

Total assets

1,665,894,600

Liabilities

Payable to custodian bank

$ 8,269

Payable for investments purchased
Regular delivery

3,522,612

Delayed delivery

41,333,700

Payable for fund shares redeemed

8,221,126

Distributions payable

322,659

Swap agreements, at value

1,298,243

Accrued management fee

397,750

Distribution fees payable

236,341

Other affiliated payables

298,557

Other payables and accrued expenses

82,498

Collateral on securities loaned, at value

124,646,250

Total liabilities

180,368,005

Net Assets

$ 1,485,526,595

Net Assets consist of:

Paid in capital

$ 1,507,553,604

Undistributed net investment income

2,339,755

Accumulated undistributed net realized gain (loss) on investments

(7,559,234)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(16,807,530)

Net Assets

$ 1,485,526,595

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($229,490,099 ÷ 21,288,032 shares)

$ 10.78

Maximum offering price per share (100/96.25 of $10.78)

$ 11.20

Class T:
Net Asset Value
and redemption price per share ($563,676,618 ÷ 52,264,217 shares)

$ 10.79

Maximum offering price per share (100/97.25 of $10.79)

$ 11.10

Class B:
Net Asset Value
and offering price per share ($46,343,760 ÷ 4,303,055 shares)A

$ 10.77

Class C:
Net Asset Value
and offering price per share ($63,946,102 ÷ 5,941,971 shares)A

$ 10.76

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($582,070,016 ÷ 53,888,074 shares)

$ 10.80

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

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

Annual Report

Statement of Operations

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Investment Income

Dividends

$ 45,804

$ -

Interest

52,119,740

55,137,437

Income from affiliated Central Funds

9,791,950

6,272,968

Total income

61,957,494

61,410,405

Expenses

Management fee

$ 3,939,361

$ 5,311,476

Transfer agent fees

2,547,127

2,951,330

Distribution fees

2,483,300

3,629,988

Accounting and security lending fees

443,074

512,735

Independent trustees' compensation

4,865

6,561

Custodian fees and expenses

48,816

51,161

Registration fees

86,508

123,291

Audit

72,045

69,709

Legal

6,848

4,710

Miscellaneous

40,343

142,376

Total expenses before reductions

9,672,287

12,803,337

Expense reductions

(37,250)

(27,914)

Total expenses

9,635,037

12,775,423

Net investment income

52,322,457

48,634,982

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(7,703,762)

7,057,232

Futures contracts

-

642,445

Swap agreements

(2,319,830)

195,608

Total net realized gain (loss)

(10,023,592)

7,895,285

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,266,352

(47,434,544)

Assets and liabilities in foreign currencies

(2,781)

-

Futures contracts

-

(775,947)

Swap agreements

799,763

(2,729,000)

Total change in net unrealized appreciation (depreciation)

4,063,334

(50,939,491)

Net gain (loss)

(5,960,258)

(43,044,206)

Net increase (decrease) in net assets resulting from operations

$ 46,362,199

$ 5,590,776

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 52,322,457

$ 48,634,982

$ 43,185,408

Net realized gain (loss)

(10,023,592)

7,895,285

21,665,513

Change in net unrealized appreciation (depreciation)

4,063,334

(50,939,491)

(7,465,222)

Net increase (decrease) in net assets resulting from operations

46,362,199

5,590,776

57,385,699

Distributions to shareholders from net investment income

(51,890,296)

(46,348,627)

(43,133,805)

Distributions to shareholders from net realized gain

(6,729,699)

(17,912,078)

(11,494,932)

Total distributions

(58,619,995)

(64,260,705)

(54,628,737)

Share transactions - net increase (decrease)

43,358,947

165,772,627

42,753,199

Total increase (decrease) in net assets

31,101,151

107,102,698

45,510,161

Net Assets

Beginning of period

1,454,425,444

1,347,322,746

1,301,812,585

End of period (including undistributed net investment income of $2,339,755, $5,771,423 and $4,872,342, respectively)

$ 1,485,526,595

$ 1,454,425,444

$ 1,347,322,746

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.87

$ 11.34

$ 11.32

$ 11.06

$ 11.01

$ 10.30

Income from Investment Operations

Net investment
income E

.385

.397

.385

.420

.521 I

.619

Net realized and unrealized gain (loss)

(.043)

(.338)

.120

.254

.055 I

.713

Total from investment operations

.342

.059

.505

.674

.576

1.332

Distributions from net investment income

(.382)

(.379)

(.385)

(.414)

(.526)

(.622)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.432)

(.529)

(.485)

(.414)

(.526)

(.622)

Net asset value, end of period

$ 10.78

$ 10.87

$ 11.34

$ 11.32

$ 11.06

$ 11.01

Total Return B, C, D

3.23%

.54%

4.58%

6.16%

5.44%

13.28%

Ratios to Average Net Assets F, H

Expenses before reductions

.75% A

.81%

.84%

.81%

.83%

.83%

Expenses net of fee waivers, if any

.75% A

.81%

.84%

.81%

.83%

.83%

Expenses net of all reductions

.74% A

.80%

.84%

.81%

.82%

.82%

Net investment
income

4.30% A

3.60%

3.42%

3.72%

4.82% I

5.82%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 229,490

$ 219,441

$ 186,748

$ 166,701

$ 133,236

$ 92,027

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.88

$ 11.35

$ 11.32

$ 11.06

$ 11.02

$ 10.31

Income from Investment Operations

Net investment
income E

.377

.386

.374

.408

.508 I

.603

Net realized and unrealized gain (loss)

(.043)

(.338)

.130

.253

.044 I

.713

Total from investment operations

.334

.048

.504

.661

.552

1.316

Distributions from net investment income

(.374)

(.368)

(.374)

(.401)

(.512)

(.606)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.424)

(.518)

(.474)

(.401)

(.512)

(.606)

Net asset value, end of period

$ 10.79

$ 10.88

$ 11.35

$ 11.32

$ 11.06

$ 11.02

Total Return B, C, D

3.15%

.43%

4.56%

6.03%

5.21%

13.11%

Ratios to Average Net Assets F, H

Expenses before reductions

.84% A

.91%

.95%

.93%

.95%

.97%

Expenses net of fee waivers, if any

.84% A

.91%

.95%

.93%

.95%

.97%

Expenses net of all reductions

.83% A

.91%

.95%

.93%

.95%

.97%

Net investment
income

4.21% A

3.49%

3.32%

3.60%

4.70% I

5.67%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 563,677

$ 622,245

$ 680,947

$ 711,263

$ 684,618

$ 546,276

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.86

$ 11.33

$ 11.31

$ 11.05

$ 11.01

$ 10.30

Income from Investment Operations

Net investment
income E

.316

.310

.295

.331

.436 I

.534

Net realized and unrealized gain (loss)

(.043)

(.338)

.120

.253

.044 I

.713

Total from investment operations

.273

(.028)

.415

.584

.480

1.247

Distributions from net investment income

(.313)

(.292)

(.295)

(.324)

(.440)

(.537)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.363)

(.442)

(.395)

(.324)

(.440)

(.537)

Net asset value, end of period

$ 10.77

$ 10.86

$ 11.33

$ 11.31

$ 11.05

$ 11.01

Total Return B, C, D

2.57%

(.25)%

3.75%

5.32%

4.52%

12.40%

Ratios to Average Net Assets F, H

Expenses before reductions

1.52% A

1.61%

1.66%

1.60%

1.61%

1.62%

Expenses net of fee waivers, if any

1.52% A

1.60%

1.65%

1.60%

1.61%

1.62%

Expenses net of all reductions

1.52% A

1.60%

1.65%

1.60%

1.61%

1.62%

Net investment
income

3.52% A

2.80%

2.62%

2.92%

4.03% I

5.02%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 46,344

$ 73,017

$ 118,751

$ 154,697

$ 178,062

$ 113,424

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.85

$ 11.32

$ 11.30

$ 11.04

$ 11.00

$ 10.29

Income from Investment Operations

Net investment
income E

.308

.301

.289

.322

.428 I

.525

Net realized and unrealized gain (loss)

(.042)

(.337)

.120

.254

.044 I

.716

Total from investment operations

.266

(.036)

.409

.576

.472

1.241

Distributions from net investment income

(.306)

(.284)

(.289)

(.316)

(.432)

(.531)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.356)

(.434)

(.389)

(.316)

(.432)

(.531)

Net asset value, end of period

$ 10.76

$ 10.85

$ 11.32

$ 11.30

$ 11.04

$ 11.00

Total Return B, C, D

2.51%

(.33)%

3.70%

5.26%

4.45%

12.34%

Ratios to Average Net Assets F, H

Expenses before reductions

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Expenses net of fee waivers, if any

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Expenses net of all reductions

1.60% A

1.67%

1.70%

1.67%

1.68%

1.69%

Net investment
income

3.45% A

2.73%

2.57%

2.86%

3.96% I

4.96%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 63,946

$ 74,522

$ 91,149

$ 113,849

$ 98,158

$ 63,538

Portfolio turnover rate G

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

G Amounts do not include the portfolio activity of the affiliated central funds.

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

I 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.

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.89

$ 11.36

$ 11.34

$ 11.08

$ 11.03

$ 10.32

Income from Investment Operations

Net investment
income D

.401

.417

.400

.437

.539 H

.638

Net realized and unrealized gain (loss)

(.043)

(.339)

.122

.254

.053 H

.711

Total from investment operations

.358

.078

.522

.691

.592

1.349

Distributions from net investment income

(.398)

(.398)

(.402)

(.431)

(.542)

(.639)

Distributions from net realized gain

(.050)

(.150)

(.100)

-

-

-

Total distributions

(.448)

(.548)

(.502)

(.431)

(.542)

(.639)

Net asset value, end of period

$ 10.80

$ 10.89

$ 11.36

$ 11.34

$ 11.08

$ 11.03

Total Return B, C

3.37%

.71%

4.72%

6.30%

5.59%

13.45%

Ratios to Average Net Assets E, G

Expenses before reductions

.57% A

.63%

.70%

.66%

.67%

.66%

Expenses net of fee waivers, if any

.57% A

.63%

.70%

.66%

.67%

.66%

Expenses net of all reductions

.57% A

.63%

.70%

.66%

.67%

.66%

Net investment income

4.48% A

3.77%

3.57%

3.87%

4.97% H

5.98%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 582,070

$ 465,201

$ 269,727

$ 155,302

$ 114,546

$ 91,168

Portfolio turnover rate F

43% A

73%

96%

108%

121%

112%

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 Amounts do not include the activity of the affiliated central funds.

F Amounts do not include the portfolio activity of the affiliated central funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) and fixed-income Central Investment Portfolios (CIPs), collectively referred to as the Central Funds, which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Funds:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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, including the Fund's investment activity in the Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase in the principal amount of an inflation-indexed bond is recorded as interest income, even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual 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.

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 swap agreements, prior period premium and discount on debt securities, market discount, partnerships (including allocations from CIPs), deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 9,443,827

Unrealized depreciation

(21,352,097)

Net unrealized appreciation (depreciation)

(11,908,270)

Capital loss carryforward

(8,297,852)

Cost for federal income tax purposes

$ 1,660,683,973

The tax character of distributions paid was as follows:

Ten months ended
August 31, 2006

October 31, 2005

October 31, 2004

Ordinary Income

$ 51,890,296

$ 48,736,904

$ 43,133,805

Long-term Capital Gains

6,729,699

15,523,801

11,494,932

Total

$ 58,619,995

$ 64,260,705

$ 54,628,737

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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.

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

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Swap Agreements - continued

risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $273,603,147 and $180,825,551, respectively, for the ten month period ended August 31, 2006.

Annual Report

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and an annual rate of .38%, respectively, 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 289,878

$ 14,288

$ 294,649

$ 880

Class T

0%

.25%

1,194,634

1,581

1,651,030

4,812

Class B

.65%

.25%

435,144

314,581

844,258

610,620

Class C

.75%

.25%

563,644

42,421

840,051

82,422

$ 2,483,300

$ 372,871

$ 3,629,988

$ 698,734

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, .75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 40,489

Class T

9,582

Class B*

57,634

Class C*

8,677

$ 116,382

* 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 periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets
*

Amount

% of
Average
Net Assets

Class A

$ 425,128

.22

$ 417,835

.21

Class T

1,002,994

.21

1,414,953

.21

Class B

119,063

.25

240,686

.26

Class C

127,066

.23

187,675

.22

Institutional Class

872,876

.19

690,181

.19

$ 2,547,127

$ 2,951,330

* 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.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund may also invest in CIPs managed by FIMM, or Fidelity Management & Research Company Inc. (FMRC), each an affiliate of FMR.

The Specialized High Income Central Investment Portfolio seeks a high level of current income by normally investing in income-producing debt securities, with an emphasis on lower-quality debt securities.

The Fund's Schedule of Investments lists the Central Funds as an investment of the Fund but does not include the underlying holdings of the Central Funds. Based on their investment objectives, the Central Funds may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the Central Funds and the Fund.

A complete unaudited list of holdings for the Central Funds, as of the Fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Funds financial statements which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Funds do not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $2,369 and $2,681, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities for the periods ended August 31, 2006 and October 31, 2005, amounted to $56,508 and $26,456, respectively.

7. Expense Reductions.

FMR voluntarily agreed to reimburse Class B to the extent annual operating expenses exceeded certain levels of average net assets. During the period ended October 31, 2005, these levels ranged between 1.65% and 1.58%. The expense limitation in effect at period end was 1.58%. Some expenses, for example interest expense, are excluded from this reimbursement. During the period ended October 31, 2005, reimbursement reduced the expenses of Class B by $10,942.

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 periods ended August 31, 2006 and October 31, 2005, these credits reduced the Fund's custody expenses by $7,345 and $4,115, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Ten months ended
August 31, 2006

October 31, 2005

Transfer Agent
expense reduction

Transfer Agent
expense reduction

Class A

$ 8,121

$ 3,565

Class T

21,006

9,195

Class C

778

97

$ 29,905

$ 12,857

Annual 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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

From net investment income

Class A

$ 8,237,954

$ 6,750,916

$ 5,915,915

Class T

20,024,907

21,938,255

22,901,690

Class B

1,706,342

2,468,615

3,459,536

Class C

1,937,516

2,155,983

2,570,379

Institutional Class

19,983,577

13,034,858

8,286,285

Total

$ 51,890,296

$ 46,348,627

$ 43,133,805

From net realized gain

Class A

$ 1,020,134

$ 2,485,599

$ 1,464,510

Class T

2,809,300

8,985,225

6,264,742

Class B

314,308

1,506,398

1,325,653

Class C

331,629

1,194,745

978,409

Institutional Class

2,254,328

3,740,111

1,461,618

Total

$ 6,729,699

$ 17,912,078

$ 11,494,932

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

8,278,094

8,880,810

7,744,377

Reinvestment of distributions

742,446

712,081

582,634

Shares redeemed

(7,918,238)

(5,873,872)

(6,592,886)

Net increase (decrease)

1,102,302

3,719,019

1,734,125

Class T

Shares sold

13,931,574

17,421,833

21,723,985

Reinvestment of distributions

2,015,582

2,664,683

2,460,610

Shares redeemed

(20,897,941)

(22,891,513)

(26,997,272)

Net increase (decrease)

(4,950,785)

(2,804,997)

(2,812,677)

Class B

Shares sold

671,993

796,684

1,709,158

Reinvestment of distributions

158,557

293,999

334,596

Shares redeemed

(3,250,226)

(4,848,523)

(5,246,363)

Net increase (decrease)

(2,419,676)

(3,757,840)

(3,202,609)

Class C

Shares sold

883,428

1,502,035

1,869,844

Reinvestment of distributions

176,528

254,887

258,123

Shares redeemed

(1,984,475)

(2,940,524)

(4,154,782)

Net increase (decrease)

(924,519)

(1,183,602)

(2,026,815)

Institutional Class

Shares sold

18,293,682

21,107,727

17,324,462

Reinvestment of distributions

2,006,280

1,430,815

745,564

Shares redeemed

(9,124,283)

(3,567,194)

(8,029,624)

Net increase (decrease)

11,175,679

18,971,348

10,040,402

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 88,900,621

$ 98,032,653

$ 87,127,693

Reinvestment of distributions

7,978,925

7,878,261

6,563,346

Shares redeemed

(85,054,294)

(64,959,678)

(74,002,402)

Net increase (decrease)

$ 11,825,252

$ 40,951,236

$ 19,688,637

Annual Report

10. Share Transactions - continued

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class T

Shares sold

$ 149,419,842

$ 192,781,788

$ 245,032,503

Reinvestment of distributions

21,688,566

29,505,458

27,731,765

Shares redeemed

(224,614,505)

(253,165,506)

(304,328,408)

Net increase (decrease)

$ (53,506,097)

$ (30,878,260)

$ (31,564,140)

Class B

Shares sold

$ 7,195,245

$ 8,809,947

$ 19,232,641

Reinvestment of distributions

1,704,584

3,254,211

3,766,954

Shares redeemed

(34,885,370)

(53,542,026)

(58,993,326)

Net increase (decrease)

$ (25,985,541)

$ (41,477,868)

$ (35,993,731)

Class C

Shares sold

$ 9,467,312

$ 16,597,884

$ 21,049,741

Reinvestment of distributions

1,895,452

2,818,224

2,904,240

Shares redeemed

(21,287,935)

(32,438,326)

(46,673,540)

Net increase (decrease)

$ (9,925,171)

$ (13,022,218)

$ (22,719,559)

Institutional Class

Shares sold

$ 197,223,981

$ 233,901,844

$ 195,489,587

Reinvestment of distributions

21,595,701

15,843,665

8,407,041

Shares redeemed

(97,869,178)

(39,545,772)

(90,554,636)

Net increase (decrease)

$ 120,950,504

$ 210,199,737

$ 113,341,992

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and the Shareholders of Fidelity Advisor Intermediate Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Intermediate Bond Fund (a fund of Fidelity Advisor Series II) at August 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Intermediate Bond Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Intermediate Bond (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present) and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Intermediate Bond. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Intermediate Bond. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Intermediate Bond. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Ford O'Neil (44)

Year of Election or Appointment: 2004

Vice President of Advisor Intermediate Bond. Mr. O'Neil also serves as also Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. O'Neil worked as a research analyst and portfolio manager.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Intermediate Bond. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Intermediate Bond. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Intermediate Bond. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Intermediate Bond. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Intermediate Bond. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Intermediate Bond. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Intermediate Bond. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Intermediate Bond. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Intermediate Bond. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of Advisor Intermediate Bond. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Intermediate Bond. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Intermediate Bond. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Intermediate Bond. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

A total of 16.38% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $37,409,336 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Intermediate Bond Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the cumulative total returns of Class C and Institutional Class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Institutional Class represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Intermediate Bond Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Institutional Class of the fund was in the first quartile for all the periods shown. The Board also stated that the relative investment performance of Institutional Class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Intermediate Bond Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expenses of each class ranked below its competitive median for 2005. The Board considered that each class's total expenses reflect the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

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

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

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

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

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

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784753.103

(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)

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

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The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

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An example of shareholder expenses.

Investment Changes

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A summary of major shifts in the fund's investments over the past four months.

Investments

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A complete list of the fund's investments with their market values.

Financial Statements

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Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

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Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

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Trustees and Officers

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Distributions

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Board Approval of Investment Advisory Contracts and Management Fees

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

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

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

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

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the 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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Fidelity Mortgage Securities Fund

2.53%

4.69%

6.20%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Mortgage Securities Fund on August 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Mortgage-Backed Securities Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from George Fischer, Portfolio Manager of Fidelity Mortgage Securities Fund during the period covered by this report

Though volatile, the investment-grade bond market was positive for the year ending August 31, 2006. Bonds sank in the first two months of the period after Gulf Coast hurricanes sent energy prices soaring, prompting fears of heightened inflation. However, core inflation readings - which strip out food and energy prices - remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But bonds fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. In all, the Fed raised interest rates seven times during the past year. Bonds rose again in July and August, though, after the Fed hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the year overall according the Lehman Brothers® Aggregate Bond Index.

Fidelity Mortgage Securities Fund returned 2.53% for the 12 months ending August 31, 2006 - the fund's new fiscal year end - while the Lehman Brothers Mortgage-Backed Securities Index returned 2.92%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - Fidelity Mortgage Securities Fund gained 3.80% and the Lehman Brothers index rose 4.19%. During the past year, the fund's returns relative to the index were boosted by holdings in securities that performed better than plain-vanilla 30-year pass-through securities - in which we were underweighted - including collateralized mortgage obligations (CMOs). We held CMOs not only directly, but also indirectly through our investment in the Fidelity® Ultra-Short Central Fund, an allocation that also benefited the fund's returns. Advantageous security selection and exposure to adjustable-rate mortgages and securities issued by private companies also worked in our favor. In contrast, underweighting securities made up of loans with coupons of 5.5% to 6.0% hurt, as they outpaced the overall pass-through market.

Note to shareholders: Brett Kozlowski will become Portfolio Manager of the fund on October 2, 2006.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,016.50

$ 3.71

HypotheticalA

$ 1,000.00

$ 1,021.53

$ 3.72

Class T

Actual

$ 1,000.00

$ 1,017.10

$ 4.07

HypotheticalA

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

Actual

$ 1,000.00

$ 1,012.70

$ 7.51

HypotheticalA

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

Actual

$ 1,000.00

$ 1,012.30

$ 7.91

HypotheticalA

$ 1,000.00

$ 1,017.34

$ 7.93

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,017.90

$ 2.29

HypotheticalA

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

Actual

$ 1,000.00

$ 1,018.50

$ 2.65

HypotheticalA

$ 1,000.00

$ 1,022.58

$ 2.65

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central fund in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.73%

Class T

.80%

Class B

1.48%

Class C

1.56%

Fidelity Mortgage Securities Fund

.45%

Institutional Class

.52%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Coupon Distribution as of August 31, 2006

% of fund's
investments

% of fund's investments
4 months ago

Less than 4%

1.9

2.2

4 - 4.99%

9.2

15.6

5 - 5.99%

60.0

60.1

6 - 6.99%

18.4

15.2

7% and over

3.1

3.2

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

Average Years to Maturity as of August 31, 2006

4 months ago

Years

4.4

5.7

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 August 31, 2006

4 months ago

Years

3.7

4.0

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 August 31, 2006*

As of April 30, 2006**

Mortgage
Securities 85.1%

Mortgage
Securities 85.5%

Corporate Bonds 1.7%

Corporate Bonds 1.0%

CMOs and Other Mortgage Related Securities 21.1%

CMOs and Other Mortgage Related Securities 17.8%

U.S. Government
Agency Obligations 0.2%

U.S. Government
Agency Obligations 0.2%

Asset-Backed
Securities 8.8%

Asset-Backed
Securities 8.3%

Short-Term
Investments and
Net Other Assets(dagger) (16.9)%

Short-Term
Investments and
Net Other Assets(dagger) (12.8)%

* Foreign investments

4.1%

** Foreign investments

3.7%

* Futures and Swaps

4.2%

** Futures and Swaps

5.3%



8 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.

For an unaudited list of holdings for each fixed-income central fund, visit fidelity.com. and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 85.1%

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 59.4%

3.744% 1/1/35 (d)

$ 409

$ 403

3.748% 12/1/34 (d)

308

303

3.757% 10/1/33 (d)

275

270

3.788% 6/1/34 (d)

1,278

1,244

3.796% 12/1/34 (d)

62

61

3.81% 6/1/33 (d)

218

214

3.834% 1/1/35 (d)

770

757

3.839% 11/1/34 (d)

1,550

1,538

3.846% 1/1/35 (d)

248

244

3.851% 10/1/33 (d)

6,591

6,475

3.866% 1/1/35 (d)

472

465

3.88% 6/1/33 (d)

1,082

1,065

3.898% 10/1/34 (d)

297

295

3.905% 12/1/34 (d)

244

241

3.938% 11/1/34 (d)

506

501

3.941% 5/1/34 (d)

91

91

3.952% 1/1/35 (d)

324

321

3.954% 12/1/34 (d)

252

250

3.955% 12/1/34 (d)

1,711

1,693

3.957% 5/1/33 (d)

102

100

3.992% 1/1/35 (d)

207

205

3.996% 12/1/34 (d)

163

161

3.996% 12/1/34 (d)

300

297

3.998% 2/1/35 (d)

234

231

4% 6/1/18 to 5/1/19

19,286

18,205

4.022% 1/1/35 (d)

456

451

4.029% 1/1/35 (d)

132

130

4.034% 10/1/18 (d)

240

236

4.037% 1/1/35 (d)

184

182

4.041% 2/1/35 (d)

212

209

4.052% 12/1/34 (d)

456

453

4.058% 1/1/35 (d)

428

423

4.079% 2/1/35 (d)

428

423

4.082% 4/1/33 (d)

94

93

4.083% 2/1/35 (d)

150

149

4.086% 2/1/35 (d)

168

166

4.094% 11/1/34 (d)

344

341

4.102% 2/1/35 (d)

788

782

4.108% 1/1/35 (d)

478

473

4.114% 1/1/35 (d)

448

444

4.116% 2/1/35 (d)

534

528

4.126% 1/1/35 (d)

794

786

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

4.143% 2/1/35 (d)

$ 427

$ 422

4.144% 1/1/35 (d)

720

715

4.156% 1/1/35 (d)

832

828

4.171% 1/1/35 (d)

598

584

4.181% 10/1/34 (d)

700

697

4.181% 11/1/34 (d)

109

108

4.187% 1/1/35 (d)

397

393

4.202% 1/1/35 (d)

263

261

4.25% 2/1/35 (d)

294

287

4.272% 3/1/35 (d)

268

265

4.274% 2/1/35 (d)

161

160

4.275% 8/1/33 (d)

552

546

4.282% 7/1/34 (d)

204

204

4.287% 12/1/34 (d)

158

156

4.306% 5/1/35 (d)

376

372

4.313% 3/1/33 (d)

145

142

4.35% 1/1/35 (d)

303

297

4.356% 4/1/35 (d)

164

163

4.362% 2/1/34 (d)

643

635

4.39% 11/1/34 (d)

3,444

3,446

4.394% 5/1/35 (d)

837

831

4.396% 2/1/35 (d)

432

423

4.423% 10/1/34 (d)

1,280

1,278

4.426% 1/1/35 (d)

344

341

4.438% 3/1/35 (d)

399

391

4.456% 8/1/34 (d)

851

841

4.464% 5/1/35 (d)

282

280

4.494% 1/1/35 (d)

376

373

4.497% 8/1/34 (d)

533

537

4.5% 4/1/18 to 6/1/35

134,824

127,172

4.532% 2/1/35 (d)

1,741

1,729

4.539% 7/1/35 (d)

1,021

1,012

4.54% 2/1/35 (d)

268

266

4.554% 2/1/35 (d)

189

187

4.727% 7/1/34 (d)

809

802

4.778% 12/1/34 (d)

299

296

4.803% 12/1/32 (d)

377

377

5% 9/1/16 to 12/1/34

103,911

101,772

5% 9/1/36 (b)

78,531

75,255

5% 9/1/36 (b)

102,043

97,785

5% 9/1/36 (b)

46,000

44,081

5% 9/1/36 (b)

9,370

8,979

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

5% 9/1/36 (b)

$ 60,000

$ 57,497

5.091% 5/1/35 (d)

1,823

1,822

5.196% 6/1/35 (d)

1,271

1,271

5.5% 1/1/09 to 2/1/36

207,308

205,396

5.5% 9/1/36 (b)(c)

45,539

44,704

5.5% 9/1/36 (b)(c)

67,281

66,048

5.916% 1/1/36 (d)

915

923

6% 4/1/08 to 6/1/35

114,904

115,820

6% 9/1/21 (b)

9,970

10,085

6% 9/1/21 (b)

2,420

2,448

6% 9/1/36 (b)

7,522

7,531

6.5% 2/1/20 to 12/1/35

67,995

69,299

7% 3/1/17 to 7/1/33

7,058

7,272

7.5% 4/1/22 to 9/1/32

3,778

3,910

8% 7/1/08 to 12/1/29

19

20

8.5% 1/1/16 to 7/1/31

352

379

9% 6/1/09 to 10/1/30

921

998

9.5% 11/1/09 to 8/1/22

154

168

11% 8/1/10

65

69

12.25% 5/1/13 to 5/1/15

35

39

12.5% 8/1/15 to 3/1/16

41

47

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

32

38

1,113,378

Freddie Mac - 22.1%

4% 4/1/19

5,391

5,083

4.043% 12/1/34 (d)

298

294

4.097% 12/1/34 (d)

442

436

4.124% 1/1/35 (d)

376

371

4.256% 3/1/35 (d)

375

371

4.298% 5/1/35 (d)

666

658

4.301% 12/1/34 (d)

419

409

4.326% 2/1/35 (d)

784

774

4.328% 1/1/35 (d)

885

874

4.438% 2/1/34 (d)

390

384

4.443% 3/1/35 (d)

405

396

4.454% 6/1/35 (d)

593

586

4.458% 3/1/35 (d)

462

451

4.5% 9/1/18 to 8/1/33

9,931

9,445

4.546% 2/1/35 (d)

671

658

5% 7/1/33 to 9/1/35

125,828

120,703

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Freddie Mac - continued

5.003% 4/1/35 (d)

$ 2,036

$ 2,027

5.5% 6/1/09 to 10/1/35

70,161

69,420

5.5% 9/1/36 (b)

56,400

55,413

5.5% 9/1/36 (b)

100,830

99,065

5.504% 8/1/33 (d)

174

175

6% 5/1/16 to 10/1/34

13,207

13,313

6.5% 4/1/21 to 12/1/33

16,523

16,869

7.5% 2/1/08 to 7/1/34

14,823

15,377

8% 10/1/07 to 4/1/21

65

67

8.5% 7/1/09 to 9/1/20

86

90

9% 10/1/08 to 5/1/21

445

476

10% 1/1/09 to 5/1/19

120

128

10.5% 8/1/10 to 2/1/16

12

13

12.5% 5/1/12 to 12/1/14

80

89

13% 12/1/13 to 6/1/15

122

139

414,554

Government National Mortgage Association - 3.6%

6.5% 5/15/28 to 7/15/36

45,836

46,982

6.5% 10/1/36 (b)(c)

12,587

12,869

7% 2/15/24 to 7/15/32

3,127

3,246

7.5% 12/15/06 to 4/15/32

1,804

1,891

8% 4/15/07 to 12/15/25

745

787

8.5% 8/15/16 to 10/15/28

1,139

1,228

9% 11/20/17

2

2

10.5% 12/20/15 to 2/20/18

77

86

13% 10/15/13

7

8

13.5% 7/15/11

5

5

67,104

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,610,219)

1,595,036

Asset-Backed Securities - 1.1%

Bayview Financial Securities Co. LLC Series 2006-A Class 2A1, 5.4481% 2/28/41 (d)

2,537

2,538

GSAMP Trust Series 2005-MTR1 Class A1, 5.4644% 10/25/35 (d)

3,627

3,627

Long Beach Mortgage Loan Trust Series 2003-3 Class M1, 6.0744% 7/25/33 (d)

3,741

3,757

Ocala Funding LLC Series 2006-1A Class A, 6.77% 3/20/11 (a)(d)

2,100

2,100

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

$ 697

$ 680

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

918

882

WaMu Asset Holdings Corp. Series 2006-5
Class N1, 5.926% 7/25/46 (a)

3,943

3,920

WM Asset Holdings Corp. Series 2006-7 Class N1, 5.926% 10/25/46 (a)

3,045

3,045

TOTAL ASSET-BACKED SECURITIES

(Cost $20,599)

20,549

Collateralized Mortgage Obligations - 11.7%

Private Sponsor - 1.0%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 5.7244% 3/25/35 (d)

582

583

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,046

1,041

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

1,731

1,727

CS First Boston Mortgage Securities Corp. Series 2002-15R Class A1, 3.5154% 1/28/32 (a)(d)

388

342

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 5.4981% 10/11/41 (a)(d)

2,520

2,520

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

4,612

4,653

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,129

1,141

Series 2004-SL2 Class A1, 6.5% 10/25/16

271

274

WaMu Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

732

729

Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (d)

4,865

4,825

TOTAL PRIVATE SPONSOR

17,835

U.S. Government Agency - 10.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

2,124

2,165

Series 1994-23 Class PX, 6% 8/25/23

2,969

2,998

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,371

Series 1999-15 Class PC, 6% 9/25/18

2,596

2,606

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2003-26 Class KI, 5% 12/25/15 (f)

$ 3,822

$ 340

Series 2003-39 Class IA, 5.5% 10/25/22 (d)(f)

2,835

496

Series 2006-48 Class LF, 0% 8/25/34 (d)

1,027

1,002

Fannie Mae Grantor Trust planned amortization class
Series 2005-84 Class MB, 5.75% 10/25/35

5,240

5,287

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,268

Series 2002-11 Class QB, 5.5% 3/25/15

571

569

Series 2002-49 Class KG, 5.5% 8/25/17

4,020

4,027

Series 2003-73 Class GA, 3.5% 5/25/31

11,721

10,915

Series 2006-39 Class PE, 5.5% 10/25/32

10,605

10,479

Series 2006-46 Class PE, 5.5% 11/25/32

14,461

14,270

Series 2006-51 Class PB, 5.5% 8/25/33

8,695

8,580

Series 2006-54 Class PC, 6% 1/25/36

6,880

6,954

sequential pay:

Series 2002-34 Class Z, 6% 4/25/32

6,759

6,789

Series 2002-9 Class C, 6.5% 6/25/30

2,193

2,195

Series 2004-65 Class EY, 5.5% 8/25/24

7,265

7,143

Series 2005-41 Class LA, 5.5% 5/25/35

3,446

3,434

Series 2005-55 Class LY, 5.5% 7/25/25

6,595

6,462

Series 2002-50 Class LE, 7% 12/25/29

134

134

Series 2003-42 Class HS, 1.7756% 12/25/17 (d)(f)

11,460

605

Series 2005-50 Class DZ, 5% 6/25/35

34

34

Freddie Mac:

floater Series 2344 Class FP, 6.28% 8/15/31 (d)

1,415

1,444

planned amortization class:

Series 2104 Class PG, 6% 12/15/28

2,139

2,168

Series 2512 Class PG, 5.5% 10/15/22

5,100

5,017

Series 70 Class C, 9% 9/15/20

191

191

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,021

1,030

Series 2516 Class AH, 5% 1/15/16

1,056

1,047

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043
Class CJ, 6.5% 4/15/28

1,740

1,784

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2406:

Class FP, 6.31% 1/15/32 (d)

2,752

2,810

Class PF, 6.31% 12/15/31 (d)

2,697

2,771

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2410 Class PF, 6.31% 2/15/32 (d)

$ 5,562

$ 5,723

Series 2412 Class GF, 6.28% 2/15/32 (d)

1,168

1,201

Series 2958 Class TF, 0% 4/15/35 (d)

741

683

planned amortization class:

Series 2568 Class KG, 5.5% 2/15/23

8,820

8,615

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,180

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,117

Series 2802 Class OB, 6% 5/15/34

3,375

3,439

Series 2810 Class PD, 6% 6/15/33

2,540

2,566

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,761

Series 3077 Class TO, 4/15/35 (g)

5,068

3,643

Series 3140 Class XO, 3/15/36 (g)

2,573

1,878

sequential pay:

Series 2135 Class JE, 6% 3/15/29

3,222

3,228

Series 2281 Class ZB, 6% 3/15/30

1,355

1,375

Series 2388 Class ZA, 6% 12/15/31

5,454

5,489

Series 2608 Class FJ, 5.73% 3/15/17 (d)

3,699

3,719

Series 2638 Class FA, 5.73% 11/15/16 (d)

3,439

3,453

Series 2644 Class EF, 5.68% 2/15/18 (d)

3,922

3,945

Series 2750 Class ZT, 5% 2/15/34

2,458

2,143

Series 3097 Class IA, 5.5% 3/15/33 (f)

5,180

989

Series 1658 Class GZ, 7% 1/15/24

3,309

3,419

TOTAL U.S. GOVERNMENT AGENCY

200,951

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $217,889)

218,786

Commercial Mortgage Securities - 3.7%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7254% 2/14/43 (d)(f)

37,356

1,394

Banc of America Commercial Mortgage, Inc. Series 2003-2:

Class HSA, 4.954% 3/11/41 (a)

740

711

Class HSB, 4.954% 3/11/41 (a)

895

857

Class HSC, 4.954% 3/11/41 (a)

895

852

Class HSD, 4.954% 3/11/41 (a)

895

849

Class HSE, 4.954% 3/11/41 (a)

2,290

2,178

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Bear Stearns Commercial Mortgage Securities, Inc.
Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

$ 560

$ 555

Class C, 4.937% 5/14/16 (a)

1,165

1,157

Class D, 4.986% 5/14/16 (a)

425

423

Class E, 5.064% 5/14/16 (a)

1,315

1,311

Class F, 5.182% 5/14/16 (a)

315

314

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (a)(d)(f)

31,596

1,692

Chase Commercial Mortgage Securities Corp. Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,188

Class F, 7.734% 1/15/32

600

642

COMM floater Series 2001-FL5A Class E, 6.83% 11/15/13 (a)(d)

2,186

2,142

Commercial Mortgage Pass-Through Certificates sequential pay Series 2006-C7 Class A3, 5.707% 6/10/46

2,688

2,744

CS First Boston Mortgage Securities Corp.:

sequential pay Series 1999-C1 Class A2, 7.29% 9/15/41

5,965

6,222

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,346

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,584

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,438

Fannie Mae guaranteed REMIC pass thru certificates
Series 1998-49 Class MI, 0.8849% 6/17/38 (d)(f)

72,119

1,051

Greenwich Capital Commercial Funding Corp. Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,570

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9706% 4/13/31 (d)

390

400

Host Marriott Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

826

JPMorgan Chase Commercial Mortgage Securities Corp. sequential pay Series 2006-CB14 Class A3B, 5.4865% 12/12/44 (d)

2,640

2,655

LB-UBS Commercial Mortgage Trust sequential pay
Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,011

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,056

Merrill Lynch Mortgage Trust Series 2006-C1 Class A3, 5.6606% 5/12/39 (d)

3,675

3,729

Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2 Class A3, 5.877% 6/12/46

3,321

3,420

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Morgan Stanley Capital I, Inc. Series 2006-IQ11 Class A3, 5.739% 10/15/42 (d)

$ 3,170

$ 3,231

TrizecHahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

4,276

4,369

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $75,004)

69,917

Fixed-Income Funds - 22.5%

Shares

Fidelity Ultra-Short Central Fund (e)
(Cost $421,431)

4,247,691

422,645

Cash Equivalents - 6.9%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by
U.S. Government Obligations) in a joint trading account at 5.29%, dated 8/31/06 due 9/1/06
(Cost $128,638)

$ 128,657

128,638

TOTAL INVESTMENT PORTFOLIO - 131.0%

(Cost $2,473,780)

2,455,571

NET OTHER ASSETS - (31.0)%

(581,531)

NET ASSETS - 100%

$ 1,874,040

Swap Agreements

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.234% with Lehman Brothers, Inc.

March 2036

$ 9,000

$ 116

Receive semi-annually a fixed rate equal to 5.132% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

March 2009

50,000

579

$ 59,000

$ 695

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 end of the period, the value of these securities amounted to $42,671,000 or 2.3% of net assets.

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

(c) A portion of the security is subject to a forward commitment to sell.

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

(e) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned
(Amounts in thousands)

Year ended
October 31, 2005
Income earned
(Amounts in thousands)

Fidelity Ultra-Short Central Fund

$ 18,052

$ 12,921

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund
(Amounts in thousands)

Value, at
October 31,
2005

Purchases

Sales Proceeds

Value, at
August 31,
2006

% ownership, end of period

Fidelity Ultra-Short Central Fund

$ 447,428

$ -

$ 24,997

$ 422,645

5.0%

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $20,777,000 of which $2,470,000 and $18,307,000 will expire on August 31, 2013 and 2014, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

August 31, 2006

Assets

Investment in securities, at value (including repurchase agreements of $128,638) -
See accompanying schedule:

Unaffiliated issuers (cost $2,052,349)

$ 2,032,926

Affiliated Central Funds (cost $421,431)

422,645

Total Investments (cost $2,473,780)

$ 2,455,571

Commitment to sell securities on a delayed delivery basis

(39,383)

Receivable for securities sold on a delayed delivery basis

39,266

(117)

Receivable for investments sold, regular delivery

238

Cash

8

Receivable for fund shares sold

1,665

Interest receivable

8,916

Swap agreements, at value

695

Total assets

2,466,976

Liabilities

Payable for investments purchased
Regular delivery

$ 11,680

Delayed delivery

578,247

Payable for fund shares redeemed

1,573

Distributions payable

587

Accrued management fee

499

Distribution fees payable

108

Other affiliated payables

233

Other payables and accrued expenses

9

Total liabilities

592,936

Net Assets

$ 1,874,040

Net Assets consist of:

Paid in capital

$ 1,910,136

Distributions in excess of net investment income

(3,000)

Accumulated undistributed net realized gain (loss) on investments

(15,465)

Net unrealized appreciation (depreciation) on investments

(17,631)

Net Assets

$ 1,874,040

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,669 ÷ 4,890.4 shares)

$ 10.97

Maximum offering price per share (100/95.25 of $10.97)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($88,861 ÷ 8,085.3 shares)

$ 10.99

Maximum offering price per share (100/96.50 of $10.99)

$ 11.39

Class B:
Net Asset Value
and offering price per share ($74,450 ÷ 6,784.8 shares)A

$ 10.97

Class C:
Net Asset Value
and offering price per share ($31,485 ÷ 2,872.1 shares)A

$ 10.96

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,611,519 ÷ 146,576.9 shares)

$ 10.99

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,056 ÷ 1,281.7 shares)

$ 10.97

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

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

Annual Report

Statement of Operations

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Investment Income

Interest

$ 67,382

$ 81,636

Income from affiliated Central Funds

18,052

12,921

Total income

85,434

94,557

Expenses

Management fee

$ 5,293

$ 8,061

Transfer agent fees

1,958

2,957

Distribution fees

1,232

1,967

Accounting fees and expenses

-

428

Fund wide operations fee

471

242

Independent trustees' compensation

7

10

Custodian fees and expenses

-

81

Registration fees

-

143

Audit

-

72

Legal

-

24

Miscellaneous

4

12

Total expenses before reductions

8,965

13,997

Expense reductions

(8)

(4)

Total expenses

8,957

13,993

Net investment income

76,477

80,564

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(17,738)

1,596

Affiliated Central Funds

(13)

-

Swap agreements

(1,571)

-

Total net realized gain (loss)

(19,322)

1,596

Realized and Unrealized Gain (Loss)

Change in net unrealized appreciation (depreciation) on:

Investment securities

14,620

(52,161)

Swap agreements

821

(126)

Delayed delivery commitments

(117)

-

Total change in net unrealized appreciation (depreciation)

15,324

(52,287)

Net gain (loss)

(3,998)

(50,691)

Net increase (decrease) in net assets resulting from operations

$ 72,479

$ 29,873

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 76,477

$ 80,564

$ 59,740

Net realized gain (loss)

(19,322)

1,596

13,137

Change in net unrealized appreciation (depreciation)

15,324

(52,287)

14,539

Net increase (decrease) in net assets resulting from operations

72,479

29,873

87,416

Distributions to shareholders from net investment income

(76,044)

(83,034)

(60,059)

Distributions to shareholders from net realized gain

-

(10,450)

(23,783)

Total distributions

(76,044)

(93,484)

(83,842)

Share transactions - net increase (decrease)

(263,875)

288,375

90,855

Total increase (decrease) in
net assets

(267,440)

224,764

94,429

Net Assets

Beginning of period

2,141,480

1,916,716

1,822,287

End of period (including distributions in excess of net investment income of $3,000, $2,371, and undistributed net investment income of $4,093, respectively)

$ 1,874,040

$ 2,141,480

$ 1,916,716

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.404

.408

.365

.282

.502 I

.630

Net realized and unrealized gain (loss)

(.021)

(.267)

.181

.112

.172 I

.613

Total from investment operations

.383

.141

.546

.394

.674

1.243

Distributions from net investment income

(.403)

(.421)

(.366)

(.274)

(.534)

(.653)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.403)

(.481)

(.516)

(.354)

(.534)

(.653)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

3.56%

1.26%

4.97%

3.56%

6.26%

12.15%

Ratios to Average Net Assets F, H

Expenses before reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of fee waivers, if any

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of all reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Net investment income

4.44% A

3.65%

3.24%

2.51%

4.55% I

5.86%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 50

$ 55

$ 69

$ 63

$ 15

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income E

.399

.400

.353

.270

.492 I

.622

Net realized and unrealized gain (loss)

(.012)

(.268)

.181

.101

.171 I

.617

Total from investment operations

.387

.132

.534

.371

.663

1.239

Distributions from net investment income

(.397)

(.412)

(.354)

(.261)

(.523)

(.639)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.397)

(.472)

(.504)

(.341)

(.523)

(.639)

Net asset value,
end of period

$ 10.99

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C, D

3.59%

1.18%

4.86%

3.34%

6.15%

12.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of fee waivers, if any

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of all reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Net investment income

4.37% A

3.57%

3.14%

2.39%

4.45% I

5.75%

Supplemental Data

Net assets, end of period (in millions)

$ 89

$ 126

$ 131

$ 155

$ 195

$ 106

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.336

.323

.278

.197

.421 I

.551

Net realized and unrealized gain (loss)

(.022)

(.257)

.172

.112

.171 I

.611

Total from investment operations

.314

.066

.450

.309

.592

1.162

Distributions from net investment income

(.334)

(.336)

(.280)

(.189)

(.452)

(.572)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.334)

(.396)

(.430)

(.269)

(.452)

(.572)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

2.91%

.58%

4.08%

2.78%

5.48%

11.32%

Ratios to Average Net Assets F, H

Expenses before reductions

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of fee waivers, if any

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of all reductions

1.50% A

1.58%

1.63%

1.57%

1.57%

1.60%

Net investment income

3.68% A

2.89%

2.48%

1.75%

3.82% I

5.11%

Supplemental Data

Net assets, end of period (in millions)

$ 74

$ 101

$ 134

$ 182

$ 176

$ 57

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.328

.316

.273

.189

.413 J

.112

Net realized and unrealized gain (loss)

(.021)

(.257)

.172

.112

.173 J

.238

Total from investment operations

.307

.059

.445

.301

.586

.350

Distributions from net investment income

(.327)

(.329)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.327)

(.389)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 10.96

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

2.85%

.52%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets F, I

Expenses before reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of fee waivers, if any

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Net investment income

3.61% A

2.82%

2.42%

1.68%

3.75% J

4.87% A

Supplemental Data

Net assets, end of period (in millions)

$ 31

$ 41

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

H For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

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

J 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.

Annual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income D

.432

.438

.390

.306

.526 H

.654

Net realized and unrealized gain (loss)

(.023)

(.257)

.183

.102

.170 H

.619

Total from investment operations

.409

.181

.573

.408

.696

1.273

Distributions from net investment income

(.429)

(.451)

(.393)

(.298)

(.556)

(.673)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.429)

(.511)

(.543)

(.378)

(.556)

(.673)

Net asset value,
end of period

$ 10.99

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C

3.80%

1.61%

5.21%

3.68%

6.47%

12.44%

Ratios to Average Net Assets E, G

Expenses before reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of fee waivers, if any

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of all reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Net investment income

4.73% A

3.91%

3.48%

2.72%

4.76% H

6.04%

Supplemental Data

Net assets, end of period (in millions)

$ 1,612

$ 1,807

$ 1,525

$ 1,302

$ 1,208

$ 430

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Income from Investment Operations

Net investment income D

.424

.432

.387

.302

.513 H

.644

Net realized and unrealized gain (loss)

(.011)

(.266)

.182

.112

.171 H

.610

Total from investment operations

.413

.166

.569

.414

.684

1.254

Distributions from net investment income

(.423)

(.446)

(.389)

(.294)

(.544)

(.664)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.423)

(.506)

(.539)

(.374)

(.544)

(.664)

Net asset value,
end of period

$ 10.97

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

Total Return B, C

3.85%

1.48%

5.19%

3.75%

6.36%

12.27%

Ratios to Average Net Assets E, G

Expenses before reductions

.52% A

.60%

.66%

.63%

.75%

.76%

Expenses net of fee waivers, if any

.52% A

.60%

.66%

.63%

.75%

.75%

Expenses net of all reductions

.52% A

.60%

.66%

.63%

.75%

.75%

Net investment income

4.66% A

3.87%

3.45%

2.69%

4.65% H

5.95%

Supplemental Data

Net assets, end of period (in millions)

$ 14

$ 16

$ 13

$ 16

$ 12

$ 7

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

(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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) referred to as the Central Fund, which is an open-end investment company available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Fund:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Central Fund, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Fund, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Central Fund 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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, deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 13,716

Unrealized depreciation

(29,025)

Net unrealized appreciation (depreciation)

(15,309)

Capital loss carryforward

(20,777)

Cost for federal income tax purposes

$ 2,470,880

The tax character of distributions paid was as follows:

Ten months ended
August 31,
2006

October 31,
2005

October 31,
2004

Ordinary Income

$ 76,044

$ 93,484

$ 81,082

Long-term Capital Gains

-

-

2,760

Total

$ 76,044

$ 93,484

$ 83,842

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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. Upon settlement date, collateral is held in

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

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. 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.

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

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $43,506 and $57,672, respectively for the ten month period ended August 31, 2006.

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and annual rate of .38%, respectively, of the Fund's average net assets.

Annual 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 65

$ -

$ 81

$ -

Class T

0%

.25%

224

1

322

2

Class B

.65%

.25%

647

468

1,067

772

Class C

.75%

.25%

296

25

497

55

$ 1,232

$ 494

$ 1,967

$ 829

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,.75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 10

Class T

8

Class B*

266

Class C*

3

$ 287

* 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 receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the Fund. FSC receives an asset-based fee of .10% of Fidelity Mortgage Securities Fund's average net assets. Prior to June 1, 2005, FSC also received account fees in addition to the asset-based fee. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets
*

Amount

% of
Average
Net Assets

Class A

$ 105

.24

$ 128

.24

Class T

185

.21

275

.21

Class B

177

.25

295

.25

Class C

66

.22

106

.21

Fidelity Mortgage Securities Fund

1,403

.10

2,127

.12

Institutional Class

22

.17

26

.17

$ 1,958

$ 2,957

* Annualized

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

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), which became effective on June 1, 2005, FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, the compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent trustees. For the periods ended August 31, 2006 and October 31, 2005, the FWOE fee was equivalent to an annualized rate of .03% and an annual rate of .01%, respectively, of the Fund's average net assets.

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund's Schedule of Investments lists the Central Fund as an investment of the Fund but does not include the underlying holdings of the Central Fund. Based on its investment objectives, the Central Fund may invest or participate in various investment

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds - continued

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

A complete unaudited list of holdings for the Central Fund, as of the Fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Fund financial statements, which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Fund does not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $3 and $4, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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 ended August 31, 2006, these credits reduced the management fee by $7. During the period ended October 31, 2005, these credits reduced the Fund's custody expenses by $4. During the periods ended August 31, 2006 and October 31, 2005, credits reduced each class' transfer agent expense as noted in the table below.

Ten months ended
August 31, 2006

October 31, 2005

Transfer Agent
expense reduction

Transfer Agent
expense reduction

Class A

$ 1

$ -

Annual 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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

From net investment income

Class A

$ 1,927

$ 2,029

$ 1,954

Class T

3,883

4,745

4,349

Class B

2,632

3,543

3,827

Class C

1,063

1,456

1,788

Fidelity Mortgage Securities Fund

65,925

70,651

47,698

Institutional Class

614

610

443

Total

$ 76,044

$ 83,034

$ 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

1,839

1,644

1,641

Reinvestment of distributions

152

179

217

Shares redeemed

(1,692)

(2,106)

(3,086)

Net increase (decrease)

299

(283)

(1,228)

Class T

Shares sold

1,518

3,841

4,195

Reinvestment of distributions

334

458

522

Shares redeemed

(5,186)

(4,417)

(6,866)

Net increase (decrease)

(3,334)

(118)

(2,149)

Class B

Shares sold

180

374

713

Reinvestment of distributions

194

308

449

Shares redeemed

(2,788)

(3,340)

(5,387)

Net increase (decrease)

(2,414)

(2,658)

(4,225)

Class C

Shares sold

272

501

835

Reinvestment of distributions

76

124

207

Shares redeemed

(1,211)

(2,018)

(4,707)

Net increase (decrease)

(863)

(1,393)

(3,665)

Fidelity Mortgage Securities Fund

Shares sold

19,669

60,281

53,695

Reinvestment of distributions

5,589

6,543

5,298

Shares redeemed

(42,873)

(37,075)

(39,584)

Net increase (decrease)

(17,615)

29,749

19,409

Institutional Class

Shares sold

703

733

482

Reinvestment of distributions

43

44

39

Shares redeemed

(935)

(476)

(772)

Net increase (decrease)

(189)

301

(251)

Annual Report

9. Share Transactions - continued

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 20,110

$ 18,382

$ 18,405

Reinvestment of distributions

1,656

2,002

2,435

Shares redeemed

(18,454)

(23,537)

(34,550)

Net increase (decrease)

$ 3,312

$ (3,153)

$ (13,710)

Class T

Shares sold

$ 16,612

$ 43,073

$ 47,196

Reinvestment of distributions

3,658

5,128

5,858

Shares redeemed

(56,617)

(49,428)

(77,143)

Net increase (decrease)

$ (36,347)

$ (1,227)

$ (24,089)

Class B

Shares sold

$ 1,960

$ 4,184

$ 8,013

Reinvestment of distributions

2,120

3,440

5,030

Shares redeemed

(30,466)

(37,334)

(60,324)

Net increase (decrease)

$ (26,386)

$ (29,710)

$ (47,281)

Class C

Shares sold

$ 2,962

$ 5,615

$ 9,365

Reinvestment of distributions

831

1,386

2,314

Shares redeemed

(13,216)

(22,545)

(52,702)

Net increase (decrease)

$ (9,423)

$ (15,544)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

$ 215,483

$ 676,321

$ 604,255

Reinvestment of distributions

61,180

73,241

59,524

Shares redeemed

(469,651)

(414,945)

(444,008)

Net increase (decrease)

$ (192,988)

$ 334,617

$ 219,771

Institutional Class

Shares sold

$ 7,639

$ 8,212

$ 5,417

Reinvestment of distributions

474

496

433

Shares redeemed

(10,156)

(5,316)

(8,663)

Net increase (decrease)

$ (2,043)

$ 3,392

$ (2,813)

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and the Shareholders of Fidelity Advisor Mortgage Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Mortgage Securities Fund (a fund of Fidelity Advisor Series II) at August 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Mortgage Securities Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 24, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of the fund (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Brett Kozlowski (31)

Year of Election or Appointment: 2006
Vice President of the fund. Mr. Kozlowski is also Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Kozlowski worked as a portfolio analyst and a trader in the Fixed Income Group.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of the fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of the fund. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of the fund. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of the fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of the fund. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The fund designates $58,464,680 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Mortgage Securities Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, as applicable, the cumulative total returns of Class C and Fidelity Mortgage Securities (retail class), the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Fidelity Mortgage Securities (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Mortgage Securities Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Mortgage Securities (retail class) was in the first quartile for all the periods shown. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the one- and five-year periods, although the three-year cumulative total return of Fidelity Mortgage Securities (retail class) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Mortgage Securities Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the total expenses of each class ranked below its competitive median for 2005. The Board considered that each class's total expenses reflect the contractual arrangements for 2005, as if the contractual arrangements were in effect for the entire year.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board noted that because the contractual arrangements that went into effect June 1, 2005 set the total fund-level expenses for each class at 35 basis points, increases or decreases in the management fee due to changes in the group fee rate will not impact total expenses. The Board realized, however, that the 35 basis point fee rate was below the lowest management fee rate available under the contractual arrangements that existed prior to June 1, 2005.

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

Annual Report

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

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)


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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)


Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 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

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, 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 Westview Road
Lone Tree, 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

400 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

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, 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

1572 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

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

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

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
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

980 Madison Avenue
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

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
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

6560 Fannin Street
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

279 West South Temple
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

Annual Report

To Write Fidelity

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

(letter_graphic)


Making Changes
To Your Account

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

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

(letter_graphic)


For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)


For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.

Fidelity Research & Analysis Company
(formerly 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

MOR-UANN-1006
1.784764.103

(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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 4.75% sales charge) A

-2.62%

3.44%

5.46%

Class T (incl. 3.50% sales charge) B

-1.32%

3.63%

5.51%

Class B (incl. contingent deferred sales charge) C

-3.43%

3.32%

5.43%

Class C (incl. contingent deferred sales charge) D

0.51%

3.62%

5.21%

A Class A shares bear a 0.15% 12b-1 fee. The initial offering of Class A shares took place on March 3, 1997. Returns prior to March 3, 1997 are those of Fidelity Mortgage Securities Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to March 3, 1997 would have been lower.

B Class T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on March 3, 1997. Returns prior to March 3, 1997 are those of Fidelity Mortgage Securities Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to March 3, 1997 would have been lower.

C Class B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on March 3, 1997. Returns prior to March 3, 1997 are those of Fidelity Mortgage Securities Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to March 3, 1997 would have been lower. Class B shares' contingent deferred sales charges included in past one year, past five year and past 10 year total return figures are 5%, 2% and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on August 16, 2001. Returns from March 3, 1997 through August 16, 2001 are those of Class B, and reflect Class B shares' 0.90% 12b-1 fee. Returns prior to March 3, 1997 are those of Fidelity Mortgage Securities Fund, the original class of the fund, which does not bear a 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to August 16, 2001 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five year and past 10 year total return figures are 1%, 0% and 0%, respectively.

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Mortgage Securities Fund - Class T on August 31, 1996, and the current 3.50% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Mortgage-Backed Securities Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from George Fischer, Portfolio Manager of Fidelity® Advisor Mortgage Securities Fund during the period covered by this report

Though volatile, the investment-grade bond market was positive for the year ending August 31, 2006. Bonds sank in the first two months of the period after Gulf Coast hurricanes sent energy prices soaring, prompting fears of heightened inflation. However, core inflation readings - which strip out food and energy prices - remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But bonds fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. In all, the Fed raised interest rates seven times during the past year. Bonds rose again in July and August, though, after the Fed hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the year overall according the Lehman Brothers® Aggregate Bond Index.

The fund's Class A, Class T, Class B and Class C shares returned 2.24%, 2.26%, 1.46% and 1.49%, respectively (excluding sales charges), for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers Mortgage-Backed Securities Index returned 2.92%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Class A, Class T, Class B and Class C shares gained 3.56%, 3.59%, 2.91% and 2.85%, respectively (excluding sales charges), while the Lehman Brothers index rose 4.19%. During the past year, the fund's returns relative to the index were boosted by holdings in securities that performed better than plain-vanilla 30-year pass-through securities - in which we were underweighted - including collateralized mortgage obligations (CMOs). We held CMOs not only directly, but also indirectly through our investment in the Fidelity Ultra-Short Central Fund, an allocation that also benefited the fund's returns. Advantageous security selection and exposure to adjustable-rate mortgages and securities issued by private companies also worked in our favor. In contrast, underweighting securities made up of loans with coupons of 5.5% to 6.0% hurt, as they outpaced the overall pass-through market.

Note to shareholders: Brett Kozlowski will become Portfolio Manager of the fund on October 2, 2006.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,016.50

$ 3.71

HypotheticalA

$ 1,000.00

$ 1,021.53

$ 3.72

Class T

Actual

$ 1,000.00

$ 1,017.10

$ 4.07

HypotheticalA

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

Actual

$ 1,000.00

$ 1,012.70

$ 7.51

HypotheticalA

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

Actual

$ 1,000.00

$ 1,012.30

$ 7.91

HypotheticalA

$ 1,000.00

$ 1,017.34

$ 7.93

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,017.90

$ 2.29

HypotheticalA

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

Actual

$ 1,000.00

$ 1,018.50

$ 2.65

HypotheticalA

$ 1,000.00

$ 1,022.58

$ 2.65

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central fund in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.73%

Class T

.80%

Class B

1.48%

Class C

1.56%

Fidelity Mortgage Securities Fund

.45%

Institutional Class

.52%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Coupon Distribution as of August 31, 2006

% of fund's
investments

% of fund's investments
4 months ago

Less than 4%

1.9

2.2

4 - 4.99%

9.2

15.6

5 - 5.99%

60.0

60.1

6 - 6.99%

18.4

15.2

7% and over

3.1

3.2

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

Average Years to Maturity as of August 31, 2006

4 months ago

Years

4.4

5.7

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 August 31, 2006

4 months ago

Years

3.7

4.0

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 August 31, 2006*

As of April 30, 2006**

Mortgage
Securities 85.1%

Mortgage
Securities 85.5%

Corporate Bonds 1.7%

Corporate Bonds 1.0%

CMOs and Other Mortgage Related Securities 21.1%

CMOs and Other Mortgage Related Securities 17.8%

U.S. Government
Agency Obligations 0.2%

U.S. Government
Agency Obligations 0.2%

Asset-Backed
Securities 8.8%

Asset-Backed
Securities 8.3%

Short-Term
Investments and
Net Other Assets(dagger) (16.9)%

Short-Term
Investments and
Net Other Assets(dagger) (12.8)%

* Foreign investments

4.1%

** Foreign investments

3.7%

* Futures and Swaps

4.2%

** Futures and Swaps

5.3%



8 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.

For an unaudited list of holdings for each fixed-income central fund, visit fidelity.com. and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 85.1%

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 59.4%

3.744% 1/1/35 (d)

$ 409

$ 403

3.748% 12/1/34 (d)

308

303

3.757% 10/1/33 (d)

275

270

3.788% 6/1/34 (d)

1,278

1,244

3.796% 12/1/34 (d)

62

61

3.81% 6/1/33 (d)

218

214

3.834% 1/1/35 (d)

770

757

3.839% 11/1/34 (d)

1,550

1,538

3.846% 1/1/35 (d)

248

244

3.851% 10/1/33 (d)

6,591

6,475

3.866% 1/1/35 (d)

472

465

3.88% 6/1/33 (d)

1,082

1,065

3.898% 10/1/34 (d)

297

295

3.905% 12/1/34 (d)

244

241

3.938% 11/1/34 (d)

506

501

3.941% 5/1/34 (d)

91

91

3.952% 1/1/35 (d)

324

321

3.954% 12/1/34 (d)

252

250

3.955% 12/1/34 (d)

1,711

1,693

3.957% 5/1/33 (d)

102

100

3.992% 1/1/35 (d)

207

205

3.996% 12/1/34 (d)

163

161

3.996% 12/1/34 (d)

300

297

3.998% 2/1/35 (d)

234

231

4% 6/1/18 to 5/1/19

19,286

18,205

4.022% 1/1/35 (d)

456

451

4.029% 1/1/35 (d)

132

130

4.034% 10/1/18 (d)

240

236

4.037% 1/1/35 (d)

184

182

4.041% 2/1/35 (d)

212

209

4.052% 12/1/34 (d)

456

453

4.058% 1/1/35 (d)

428

423

4.079% 2/1/35 (d)

428

423

4.082% 4/1/33 (d)

94

93

4.083% 2/1/35 (d)

150

149

4.086% 2/1/35 (d)

168

166

4.094% 11/1/34 (d)

344

341

4.102% 2/1/35 (d)

788

782

4.108% 1/1/35 (d)

478

473

4.114% 1/1/35 (d)

448

444

4.116% 2/1/35 (d)

534

528

4.126% 1/1/35 (d)

794

786

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

4.143% 2/1/35 (d)

$ 427

$ 422

4.144% 1/1/35 (d)

720

715

4.156% 1/1/35 (d)

832

828

4.171% 1/1/35 (d)

598

584

4.181% 10/1/34 (d)

700

697

4.181% 11/1/34 (d)

109

108

4.187% 1/1/35 (d)

397

393

4.202% 1/1/35 (d)

263

261

4.25% 2/1/35 (d)

294

287

4.272% 3/1/35 (d)

268

265

4.274% 2/1/35 (d)

161

160

4.275% 8/1/33 (d)

552

546

4.282% 7/1/34 (d)

204

204

4.287% 12/1/34 (d)

158

156

4.306% 5/1/35 (d)

376

372

4.313% 3/1/33 (d)

145

142

4.35% 1/1/35 (d)

303

297

4.356% 4/1/35 (d)

164

163

4.362% 2/1/34 (d)

643

635

4.39% 11/1/34 (d)

3,444

3,446

4.394% 5/1/35 (d)

837

831

4.396% 2/1/35 (d)

432

423

4.423% 10/1/34 (d)

1,280

1,278

4.426% 1/1/35 (d)

344

341

4.438% 3/1/35 (d)

399

391

4.456% 8/1/34 (d)

851

841

4.464% 5/1/35 (d)

282

280

4.494% 1/1/35 (d)

376

373

4.497% 8/1/34 (d)

533

537

4.5% 4/1/18 to 6/1/35

134,824

127,172

4.532% 2/1/35 (d)

1,741

1,729

4.539% 7/1/35 (d)

1,021

1,012

4.54% 2/1/35 (d)

268

266

4.554% 2/1/35 (d)

189

187

4.727% 7/1/34 (d)

809

802

4.778% 12/1/34 (d)

299

296

4.803% 12/1/32 (d)

377

377

5% 9/1/16 to 12/1/34

103,911

101,772

5% 9/1/36 (b)

78,531

75,255

5% 9/1/36 (b)

102,043

97,785

5% 9/1/36 (b)

46,000

44,081

5% 9/1/36 (b)

9,370

8,979

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

5% 9/1/36 (b)

$ 60,000

$ 57,497

5.091% 5/1/35 (d)

1,823

1,822

5.196% 6/1/35 (d)

1,271

1,271

5.5% 1/1/09 to 2/1/36

207,308

205,396

5.5% 9/1/36 (b)(c)

45,539

44,704

5.5% 9/1/36 (b)(c)

67,281

66,048

5.916% 1/1/36 (d)

915

923

6% 4/1/08 to 6/1/35

114,904

115,820

6% 9/1/21 (b)

9,970

10,085

6% 9/1/21 (b)

2,420

2,448

6% 9/1/36 (b)

7,522

7,531

6.5% 2/1/20 to 12/1/35

67,995

69,299

7% 3/1/17 to 7/1/33

7,058

7,272

7.5% 4/1/22 to 9/1/32

3,778

3,910

8% 7/1/08 to 12/1/29

19

20

8.5% 1/1/16 to 7/1/31

352

379

9% 6/1/09 to 10/1/30

921

998

9.5% 11/1/09 to 8/1/22

154

168

11% 8/1/10

65

69

12.25% 5/1/13 to 5/1/15

35

39

12.5% 8/1/15 to 3/1/16

41

47

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

32

38

1,113,378

Freddie Mac - 22.1%

4% 4/1/19

5,391

5,083

4.043% 12/1/34 (d)

298

294

4.097% 12/1/34 (d)

442

436

4.124% 1/1/35 (d)

376

371

4.256% 3/1/35 (d)

375

371

4.298% 5/1/35 (d)

666

658

4.301% 12/1/34 (d)

419

409

4.326% 2/1/35 (d)

784

774

4.328% 1/1/35 (d)

885

874

4.438% 2/1/34 (d)

390

384

4.443% 3/1/35 (d)

405

396

4.454% 6/1/35 (d)

593

586

4.458% 3/1/35 (d)

462

451

4.5% 9/1/18 to 8/1/33

9,931

9,445

4.546% 2/1/35 (d)

671

658

5% 7/1/33 to 9/1/35

125,828

120,703

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Freddie Mac - continued

5.003% 4/1/35 (d)

$ 2,036

$ 2,027

5.5% 6/1/09 to 10/1/35

70,161

69,420

5.5% 9/1/36 (b)

56,400

55,413

5.5% 9/1/36 (b)

100,830

99,065

5.504% 8/1/33 (d)

174

175

6% 5/1/16 to 10/1/34

13,207

13,313

6.5% 4/1/21 to 12/1/33

16,523

16,869

7.5% 2/1/08 to 7/1/34

14,823

15,377

8% 10/1/07 to 4/1/21

65

67

8.5% 7/1/09 to 9/1/20

86

90

9% 10/1/08 to 5/1/21

445

476

10% 1/1/09 to 5/1/19

120

128

10.5% 8/1/10 to 2/1/16

12

13

12.5% 5/1/12 to 12/1/14

80

89

13% 12/1/13 to 6/1/15

122

139

414,554

Government National Mortgage Association - 3.6%

6.5% 5/15/28 to 7/15/36

45,836

46,982

6.5% 10/1/36 (b)(c)

12,587

12,869

7% 2/15/24 to 7/15/32

3,127

3,246

7.5% 12/15/06 to 4/15/32

1,804

1,891

8% 4/15/07 to 12/15/25

745

787

8.5% 8/15/16 to 10/15/28

1,139

1,228

9% 11/20/17

2

2

10.5% 12/20/15 to 2/20/18

77

86

13% 10/15/13

7

8

13.5% 7/15/11

5

5

67,104

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,610,219)

1,595,036

Asset-Backed Securities - 1.1%

Bayview Financial Securities Co. LLC Series 2006-A Class 2A1, 5.4481% 2/28/41 (d)

2,537

2,538

GSAMP Trust Series 2005-MTR1 Class A1, 5.4644% 10/25/35 (d)

3,627

3,627

Long Beach Mortgage Loan Trust Series 2003-3 Class M1, 6.0744% 7/25/33 (d)

3,741

3,757

Ocala Funding LLC Series 2006-1A Class A, 6.77% 3/20/11 (a)(d)

2,100

2,100

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

$ 697

$ 680

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

918

882

WaMu Asset Holdings Corp. Series 2006-5
Class N1, 5.926% 7/25/46 (a)

3,943

3,920

WM Asset Holdings Corp. Series 2006-7 Class N1, 5.926% 10/25/46 (a)

3,045

3,045

TOTAL ASSET-BACKED SECURITIES

(Cost $20,599)

20,549

Collateralized Mortgage Obligations - 11.7%

Private Sponsor - 1.0%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 5.7244% 3/25/35 (d)

582

583

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,046

1,041

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

1,731

1,727

CS First Boston Mortgage Securities Corp. Series 2002-15R Class A1, 3.5154% 1/28/32 (a)(d)

388

342

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 5.4981% 10/11/41 (a)(d)

2,520

2,520

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

4,612

4,653

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,129

1,141

Series 2004-SL2 Class A1, 6.5% 10/25/16

271

274

WaMu Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

732

729

Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (d)

4,865

4,825

TOTAL PRIVATE SPONSOR

17,835

U.S. Government Agency - 10.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

2,124

2,165

Series 1994-23 Class PX, 6% 8/25/23

2,969

2,998

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,371

Series 1999-15 Class PC, 6% 9/25/18

2,596

2,606

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2003-26 Class KI, 5% 12/25/15 (f)

$ 3,822

$ 340

Series 2003-39 Class IA, 5.5% 10/25/22 (d)(f)

2,835

496

Series 2006-48 Class LF, 0% 8/25/34 (d)

1,027

1,002

Fannie Mae Grantor Trust planned amortization class
Series 2005-84 Class MB, 5.75% 10/25/35

5,240

5,287

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,268

Series 2002-11 Class QB, 5.5% 3/25/15

571

569

Series 2002-49 Class KG, 5.5% 8/25/17

4,020

4,027

Series 2003-73 Class GA, 3.5% 5/25/31

11,721

10,915

Series 2006-39 Class PE, 5.5% 10/25/32

10,605

10,479

Series 2006-46 Class PE, 5.5% 11/25/32

14,461

14,270

Series 2006-51 Class PB, 5.5% 8/25/33

8,695

8,580

Series 2006-54 Class PC, 6% 1/25/36

6,880

6,954

sequential pay:

Series 2002-34 Class Z, 6% 4/25/32

6,759

6,789

Series 2002-9 Class C, 6.5% 6/25/30

2,193

2,195

Series 2004-65 Class EY, 5.5% 8/25/24

7,265

7,143

Series 2005-41 Class LA, 5.5% 5/25/35

3,446

3,434

Series 2005-55 Class LY, 5.5% 7/25/25

6,595

6,462

Series 2002-50 Class LE, 7% 12/25/29

134

134

Series 2003-42 Class HS, 1.7756% 12/25/17 (d)(f)

11,460

605

Series 2005-50 Class DZ, 5% 6/25/35

34

34

Freddie Mac:

floater Series 2344 Class FP, 6.28% 8/15/31 (d)

1,415

1,444

planned amortization class:

Series 2104 Class PG, 6% 12/15/28

2,139

2,168

Series 2512 Class PG, 5.5% 10/15/22

5,100

5,017

Series 70 Class C, 9% 9/15/20

191

191

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,021

1,030

Series 2516 Class AH, 5% 1/15/16

1,056

1,047

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043
Class CJ, 6.5% 4/15/28

1,740

1,784

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2406:

Class FP, 6.31% 1/15/32 (d)

2,752

2,810

Class PF, 6.31% 12/15/31 (d)

2,697

2,771

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2410 Class PF, 6.31% 2/15/32 (d)

$ 5,562

$ 5,723

Series 2412 Class GF, 6.28% 2/15/32 (d)

1,168

1,201

Series 2958 Class TF, 0% 4/15/35 (d)

741

683

planned amortization class:

Series 2568 Class KG, 5.5% 2/15/23

8,820

8,615

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,180

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,117

Series 2802 Class OB, 6% 5/15/34

3,375

3,439

Series 2810 Class PD, 6% 6/15/33

2,540

2,566

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,761

Series 3077 Class TO, 4/15/35 (g)

5,068

3,643

Series 3140 Class XO, 3/15/36 (g)

2,573

1,878

sequential pay:

Series 2135 Class JE, 6% 3/15/29

3,222

3,228

Series 2281 Class ZB, 6% 3/15/30

1,355

1,375

Series 2388 Class ZA, 6% 12/15/31

5,454

5,489

Series 2608 Class FJ, 5.73% 3/15/17 (d)

3,699

3,719

Series 2638 Class FA, 5.73% 11/15/16 (d)

3,439

3,453

Series 2644 Class EF, 5.68% 2/15/18 (d)

3,922

3,945

Series 2750 Class ZT, 5% 2/15/34

2,458

2,143

Series 3097 Class IA, 5.5% 3/15/33 (f)

5,180

989

Series 1658 Class GZ, 7% 1/15/24

3,309

3,419

TOTAL U.S. GOVERNMENT AGENCY

200,951

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $217,889)

218,786

Commercial Mortgage Securities - 3.7%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7254% 2/14/43 (d)(f)

37,356

1,394

Banc of America Commercial Mortgage, Inc. Series 2003-2:

Class HSA, 4.954% 3/11/41 (a)

740

711

Class HSB, 4.954% 3/11/41 (a)

895

857

Class HSC, 4.954% 3/11/41 (a)

895

852

Class HSD, 4.954% 3/11/41 (a)

895

849

Class HSE, 4.954% 3/11/41 (a)

2,290

2,178

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Bear Stearns Commercial Mortgage Securities, Inc.
Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

$ 560

$ 555

Class C, 4.937% 5/14/16 (a)

1,165

1,157

Class D, 4.986% 5/14/16 (a)

425

423

Class E, 5.064% 5/14/16 (a)

1,315

1,311

Class F, 5.182% 5/14/16 (a)

315

314

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (a)(d)(f)

31,596

1,692

Chase Commercial Mortgage Securities Corp. Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,188

Class F, 7.734% 1/15/32

600

642

COMM floater Series 2001-FL5A Class E, 6.83% 11/15/13 (a)(d)

2,186

2,142

Commercial Mortgage Pass-Through Certificates sequential pay Series 2006-C7 Class A3, 5.707% 6/10/46

2,688

2,744

CS First Boston Mortgage Securities Corp.:

sequential pay Series 1999-C1 Class A2, 7.29% 9/15/41

5,965

6,222

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,346

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,584

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,438

Fannie Mae guaranteed REMIC pass thru certificates
Series 1998-49 Class MI, 0.8849% 6/17/38 (d)(f)

72,119

1,051

Greenwich Capital Commercial Funding Corp. Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,570

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9706% 4/13/31 (d)

390

400

Host Marriott Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

826

JPMorgan Chase Commercial Mortgage Securities Corp. sequential pay Series 2006-CB14 Class A3B, 5.4865% 12/12/44 (d)

2,640

2,655

LB-UBS Commercial Mortgage Trust sequential pay
Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,011

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,056

Merrill Lynch Mortgage Trust Series 2006-C1 Class A3, 5.6606% 5/12/39 (d)

3,675

3,729

Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2 Class A3, 5.877% 6/12/46

3,321

3,420

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Morgan Stanley Capital I, Inc. Series 2006-IQ11 Class A3, 5.739% 10/15/42 (d)

$ 3,170

$ 3,231

TrizecHahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

4,276

4,369

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $75,004)

69,917

Fixed-Income Funds - 22.5%

Shares

Fidelity Ultra-Short Central Fund (e)
(Cost $421,431)

4,247,691

422,645

Cash Equivalents - 6.9%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by
U.S. Government Obligations) in a joint trading account at 5.29%, dated 8/31/06 due 9/1/06
(Cost $128,638)

$ 128,657

128,638

TOTAL INVESTMENT PORTFOLIO - 131.0%

(Cost $2,473,780)

2,455,571

NET OTHER ASSETS - (31.0)%

(581,531)

NET ASSETS - 100%

$ 1,874,040

Swap Agreements

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.234% with Lehman Brothers, Inc.

March 2036

$ 9,000

$ 116

Receive semi-annually a fixed rate equal to 5.132% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

March 2009

50,000

579

$ 59,000

$ 695

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 end of the period, the value of these securities amounted to $42,671,000 or 2.3% of net assets.

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

(c) A portion of the security is subject to a forward commitment to sell.

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

(e) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned
(Amounts in thousands)

Year ended
October 31, 2005
Income earned
(Amounts in thousands)

Fidelity Ultra-Short Central Fund

$ 18,052

$ 12,921

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund
(Amounts in thousands)

Value, at
October 31,
2005

Purchases

Sales Proceeds

Value, at
August 31,
2006

% ownership, end of period

Fidelity Ultra-Short Central Fund

$ 447,428

$ -

$ 24,997

$ 422,645

5.0%

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $20,777,000 of which $2,470,000 and $18,307,000 will expire on August 31, 2013 and 2014, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

August 31, 2006

Assets

Investment in securities, at value (including repurchase agreements of $128,638) -
See accompanying schedule:

Unaffiliated issuers (cost $2,052,349)

$ 2,032,926

Affiliated Central Funds (cost $421,431)

422,645

Total Investments (cost $2,473,780)

$ 2,455,571

Commitment to sell securities on a delayed delivery basis

(39,383)

Receivable for securities sold on a delayed delivery basis

39,266

(117)

Receivable for investments sold, regular delivery

238

Cash

8

Receivable for fund shares sold

1,665

Interest receivable

8,916

Swap agreements, at value

695

Total assets

2,466,976

Liabilities

Payable for investments purchased
Regular delivery

$ 11,680

Delayed delivery

578,247

Payable for fund shares redeemed

1,573

Distributions payable

587

Accrued management fee

499

Distribution fees payable

108

Other affiliated payables

233

Other payables and accrued expenses

9

Total liabilities

592,936

Net Assets

$ 1,874,040

Net Assets consist of:

Paid in capital

$ 1,910,136

Distributions in excess of net investment income

(3,000)

Accumulated undistributed net realized gain (loss) on investments

(15,465)

Net unrealized appreciation (depreciation) on investments

(17,631)

Net Assets

$ 1,874,040

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,669 ÷ 4,890.4 shares)

$ 10.97

Maximum offering price per share (100/95.25 of $10.97)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($88,861 ÷ 8,085.3 shares)

$ 10.99

Maximum offering price per share (100/96.50 of $10.99)

$ 11.39

Class B:
Net Asset Value
and offering price per share ($74,450 ÷ 6,784.8 shares)A

$ 10.97

Class C:
Net Asset Value
and offering price per share ($31,485 ÷ 2,872.1 shares)A

$ 10.96

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,611,519 ÷ 146,576.9 shares)

$ 10.99

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,056 ÷ 1,281.7 shares)

$ 10.97

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

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

Annual Report

Statement of Operations

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Investment Income

Interest

$ 67,382

$ 81,636

Income from affiliated Central Funds

18,052

12,921

Total income

85,434

94,557

Expenses

Management fee

$ 5,293

$ 8,061

Transfer agent fees

1,958

2,957

Distribution fees

1,232

1,967

Accounting fees and expenses

-

428

Fund wide operations fee

471

242

Independent trustees' compensation

7

10

Custodian fees and expenses

-

81

Registration fees

-

143

Audit

-

72

Legal

-

24

Miscellaneous

4

12

Total expenses before reductions

8,965

13,997

Expense reductions

(8)

(4)

Total expenses

8,957

13,993

Net investment income

76,477

80,564

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(17,738)

1,596

Affiliated Central Funds

(13)

-

Swap agreements

(1,571)

-

Total net realized gain (loss)

(19,322)

1,596

Realized and Unrealized Gain (Loss)

Change in net unrealized appreciation (depreciation) on:

Investment securities

14,620

(52,161)

Swap agreements

821

(126)

Delayed delivery commitments

(117)

-

Total change in net unrealized appreciation (depreciation)

15,324

(52,287)

Net gain (loss)

(3,998)

(50,691)

Net increase (decrease) in net assets resulting from operations

$ 72,479

$ 29,873

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 76,477

$ 80,564

$ 59,740

Net realized gain (loss)

(19,322)

1,596

13,137

Change in net unrealized appreciation (depreciation)

15,324

(52,287)

14,539

Net increase (decrease) in net assets resulting from operations

72,479

29,873

87,416

Distributions to shareholders from net investment income

(76,044)

(83,034)

(60,059)

Distributions to shareholders from net realized gain

-

(10,450)

(23,783)

Total distributions

(76,044)

(93,484)

(83,842)

Share transactions - net increase (decrease)

(263,875)

288,375

90,855

Total increase (decrease) in
net assets

(267,440)

224,764

94,429

Net Assets

Beginning of period

2,141,480

1,916,716

1,822,287

End of period (including distributions in excess of net investment income of $3,000, $2,371, and undistributed net investment income of $4,093, respectively)

$ 1,874,040

$ 2,141,480

$ 1,916,716

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.404

.408

.365

.282

.502 I

.630

Net realized and unrealized gain (loss)

(.021)

(.267)

.181

.112

.172 I

.613

Total from investment operations

.383

.141

.546

.394

.674

1.243

Distributions from net investment income

(.403)

(.421)

(.366)

(.274)

(.534)

(.653)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.403)

(.481)

(.516)

(.354)

(.534)

(.653)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

3.56%

1.26%

4.97%

3.56%

6.26%

12.15%

Ratios to Average Net Assets F, H

Expenses before reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of fee waivers, if any

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of all reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Net investment income

4.44% A

3.65%

3.24%

2.51%

4.55% I

5.86%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 50

$ 55

$ 69

$ 63

$ 15

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income E

.399

.400

.353

.270

.492 I

.622

Net realized and unrealized gain (loss)

(.012)

(.268)

.181

.101

.171 I

.617

Total from investment operations

.387

.132

.534

.371

.663

1.239

Distributions from net investment income

(.397)

(.412)

(.354)

(.261)

(.523)

(.639)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.397)

(.472)

(.504)

(.341)

(.523)

(.639)

Net asset value,
end of period

$ 10.99

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C, D

3.59%

1.18%

4.86%

3.34%

6.15%

12.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of fee waivers, if any

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of all reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Net investment income

4.37% A

3.57%

3.14%

2.39%

4.45% I

5.75%

Supplemental Data

Net assets, end of period (in millions)

$ 89

$ 126

$ 131

$ 155

$ 195

$ 106

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.336

.323

.278

.197

.421 I

.551

Net realized and unrealized gain (loss)

(.022)

(.257)

.172

.112

.171 I

.611

Total from investment operations

.314

.066

.450

.309

.592

1.162

Distributions from net investment income

(.334)

(.336)

(.280)

(.189)

(.452)

(.572)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.334)

(.396)

(.430)

(.269)

(.452)

(.572)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

2.91%

.58%

4.08%

2.78%

5.48%

11.32%

Ratios to Average Net Assets F, H

Expenses before reductions

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of fee waivers, if any

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of all reductions

1.50% A

1.58%

1.63%

1.57%

1.57%

1.60%

Net investment income

3.68% A

2.89%

2.48%

1.75%

3.82% I

5.11%

Supplemental Data

Net assets, end of period (in millions)

$ 74

$ 101

$ 134

$ 182

$ 176

$ 57

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.328

.316

.273

.189

.413 J

.112

Net realized and unrealized gain (loss)

(.021)

(.257)

.172

.112

.173 J

.238

Total from investment operations

.307

.059

.445

.301

.586

.350

Distributions from net investment income

(.327)

(.329)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.327)

(.389)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 10.96

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

2.85%

.52%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets F, I

Expenses before reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of fee waivers, if any

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Net investment income

3.61% A

2.82%

2.42%

1.68%

3.75% J

4.87% A

Supplemental Data

Net assets, end of period (in millions)

$ 31

$ 41

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

H For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

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

J 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.

Annual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income D

.432

.438

.390

.306

.526 H

.654

Net realized and unrealized gain (loss)

(.023)

(.257)

.183

.102

.170 H

.619

Total from investment operations

.409

.181

.573

.408

.696

1.273

Distributions from net investment income

(.429)

(.451)

(.393)

(.298)

(.556)

(.673)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.429)

(.511)

(.543)

(.378)

(.556)

(.673)

Net asset value,
end of period

$ 10.99

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C

3.80%

1.61%

5.21%

3.68%

6.47%

12.44%

Ratios to Average Net Assets E, G

Expenses before reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of fee waivers, if any

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of all reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Net investment income

4.73% A

3.91%

3.48%

2.72%

4.76% H

6.04%

Supplemental Data

Net assets, end of period (in millions)

$ 1,612

$ 1,807

$ 1,525

$ 1,302

$ 1,208

$ 430

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Income from Investment Operations

Net investment income D

.424

.432

.387

.302

.513 H

.644

Net realized and unrealized gain (loss)

(.011)

(.266)

.182

.112

.171 H

.610

Total from investment operations

.413

.166

.569

.414

.684

1.254

Distributions from net investment income

(.423)

(.446)

(.389)

(.294)

(.544)

(.664)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.423)

(.506)

(.539)

(.374)

(.544)

(.664)

Net asset value,
end of period

$ 10.97

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

Total Return B, C

3.85%

1.48%

5.19%

3.75%

6.36%

12.27%

Ratios to Average Net Assets E, G

Expenses before reductions

.52% A

.60%

.66%

.63%

.75%

.76%

Expenses net of fee waivers, if any

.52% A

.60%

.66%

.63%

.75%

.75%

Expenses net of all reductions

.52% A

.60%

.66%

.63%

.75%

.75%

Net investment income

4.66% A

3.87%

3.45%

2.69%

4.65% H

5.95%

Supplemental Data

Net assets, end of period (in millions)

$ 14

$ 16

$ 13

$ 16

$ 12

$ 7

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

(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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) referred to as the Central Fund, which is an open-end investment company available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Fund:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Central Fund, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Fund, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Central Fund 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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, deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 13,716

Unrealized depreciation

(29,025)

Net unrealized appreciation (depreciation)

(15,309)

Capital loss carryforward

(20,777)

Cost for federal income tax purposes

$ 2,470,880

The tax character of distributions paid was as follows:

Ten months ended
August 31,
2006

October 31,
2005

October 31,
2004

Ordinary Income

$ 76,044

$ 93,484

$ 81,082

Long-term Capital Gains

-

-

2,760

Total

$ 76,044

$ 93,484

$ 83,842

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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. Upon settlement date, collateral is held in

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

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. 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.

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

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $43,506 and $57,672, respectively for the ten month period ended August 31, 2006.

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and annual rate of .38%, respectively, of the Fund's average net assets.

Annual 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 65

$ -

$ 81

$ -

Class T

0%

.25%

224

1

322

2

Class B

.65%

.25%

647

468

1,067

772

Class C

.75%

.25%

296

25

497

55

$ 1,232

$ 494

$ 1,967

$ 829

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,.75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 10

Class T

8

Class B*

266

Class C*

3

$ 287

* 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 receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the Fund. FSC receives an asset-based fee of .10% of Fidelity Mortgage Securities Fund's average net assets. Prior to June 1, 2005, FSC also received account fees in addition to the asset-based fee. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets
*

Amount

% of
Average
Net Assets

Class A

$ 105

.24

$ 128

.24

Class T

185

.21

275

.21

Class B

177

.25

295

.25

Class C

66

.22

106

.21

Fidelity Mortgage Securities Fund

1,403

.10

2,127

.12

Institutional Class

22

.17

26

.17

$ 1,958

$ 2,957

* Annualized

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

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), which became effective on June 1, 2005, FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, the compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent trustees. For the periods ended August 31, 2006 and October 31, 2005, the FWOE fee was equivalent to an annualized rate of .03% and an annual rate of .01%, respectively, of the Fund's average net assets.

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund's Schedule of Investments lists the Central Fund as an investment of the Fund but does not include the underlying holdings of the Central Fund. Based on its investment objectives, the Central Fund may invest or participate in various investment

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds - continued

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

A complete unaudited list of holdings for the Central Fund, as of the Fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Fund financial statements, which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Fund does not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $3 and $4, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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 ended August 31, 2006, these credits reduced the management fee by $7. During the period ended October 31, 2005, these credits reduced the Fund's custody expenses by $4. During the periods ended August 31, 2006 and October 31, 2005, credits reduced each class' transfer agent expense as noted in the table below.

Ten months ended
August 31, 2006

October 31, 2005

Transfer Agent
expense reduction

Transfer Agent
expense reduction

Class A

$ 1

$ -

Annual 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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

From net investment income

Class A

$ 1,927

$ 2,029

$ 1,954

Class T

3,883

4,745

4,349

Class B

2,632

3,543

3,827

Class C

1,063

1,456

1,788

Fidelity Mortgage Securities Fund

65,925

70,651

47,698

Institutional Class

614

610

443

Total

$ 76,044

$ 83,034

$ 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

1,839

1,644

1,641

Reinvestment of distributions

152

179

217

Shares redeemed

(1,692)

(2,106)

(3,086)

Net increase (decrease)

299

(283)

(1,228)

Class T

Shares sold

1,518

3,841

4,195

Reinvestment of distributions

334

458

522

Shares redeemed

(5,186)

(4,417)

(6,866)

Net increase (decrease)

(3,334)

(118)

(2,149)

Class B

Shares sold

180

374

713

Reinvestment of distributions

194

308

449

Shares redeemed

(2,788)

(3,340)

(5,387)

Net increase (decrease)

(2,414)

(2,658)

(4,225)

Class C

Shares sold

272

501

835

Reinvestment of distributions

76

124

207

Shares redeemed

(1,211)

(2,018)

(4,707)

Net increase (decrease)

(863)

(1,393)

(3,665)

Fidelity Mortgage Securities Fund

Shares sold

19,669

60,281

53,695

Reinvestment of distributions

5,589

6,543

5,298

Shares redeemed

(42,873)

(37,075)

(39,584)

Net increase (decrease)

(17,615)

29,749

19,409

Institutional Class

Shares sold

703

733

482

Reinvestment of distributions

43

44

39

Shares redeemed

(935)

(476)

(772)

Net increase (decrease)

(189)

301

(251)

Annual Report

9. Share Transactions - continued

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 20,110

$ 18,382

$ 18,405

Reinvestment of distributions

1,656

2,002

2,435

Shares redeemed

(18,454)

(23,537)

(34,550)

Net increase (decrease)

$ 3,312

$ (3,153)

$ (13,710)

Class T

Shares sold

$ 16,612

$ 43,073

$ 47,196

Reinvestment of distributions

3,658

5,128

5,858

Shares redeemed

(56,617)

(49,428)

(77,143)

Net increase (decrease)

$ (36,347)

$ (1,227)

$ (24,089)

Class B

Shares sold

$ 1,960

$ 4,184

$ 8,013

Reinvestment of distributions

2,120

3,440

5,030

Shares redeemed

(30,466)

(37,334)

(60,324)

Net increase (decrease)

$ (26,386)

$ (29,710)

$ (47,281)

Class C

Shares sold

$ 2,962

$ 5,615

$ 9,365

Reinvestment of distributions

831

1,386

2,314

Shares redeemed

(13,216)

(22,545)

(52,702)

Net increase (decrease)

$ (9,423)

$ (15,544)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

$ 215,483

$ 676,321

$ 604,255

Reinvestment of distributions

61,180

73,241

59,524

Shares redeemed

(469,651)

(414,945)

(444,008)

Net increase (decrease)

$ (192,988)

$ 334,617

$ 219,771

Institutional Class

Shares sold

$ 7,639

$ 8,212

$ 5,417

Reinvestment of distributions

474

496

433

Shares redeemed

(10,156)

(5,316)

(8,663)

Net increase (decrease)

$ (2,043)

$ 3,392

$ (2,813)

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and the Shareholders of Fidelity Advisor Mortgage Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Mortgage Securities Fund (a fund of Fidelity Advisor Series II) at August 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Mortgage Securities Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 24, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Mortgage Securities (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Mortgage Securities. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Mortgage Securities. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Mortgage Securities. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Brett Kozlowski (31)

Year of Election or Appointment: 2006
Vice President of Advisor Mortgage Securities. Mr. Kozlowski is also Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Kozlowski worked as a portfolio analyst and a trader in the Fixed Income Group.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Mortgage Securities. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Mortgage Securities. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Mortgage Securities. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Mortgage Securities. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Mortgage Securities. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Mortgage Securities. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Mortgage Securities. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Mortgage Securities. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Mortgage Securities. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of Advisor Mortgage Securities. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Mortgage Securities. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Mortgage Securities. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The fund designates $58,464,680 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Mortgage Securities Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, as applicable, the cumulative total returns of Class C and Fidelity Mortgage Securities (retail class), the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Fidelity Mortgage Securities (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Mortgage Securities Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Mortgage Securities (retail class) was in the first quartile for all the periods shown. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the one- and five-year periods, although the three-year cumulative total return of Fidelity Mortgage Securities (retail class) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Mortgage Securities Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the total expenses of each class ranked below its competitive median for 2005. The Board considered that each class's total expenses reflect the contractual arrangements for 2005, as if the contractual arrangements were in effect for the entire year.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board noted that because the contractual arrangements that went into effect June 1, 2005 set the total fund-level expenses for each class at 35 basis points, increases or decreases in the management fee due to changes in the group fee rate will not impact total expenses. The Board realized, however, that the 35 basis point fee rate was below the lowest management fee rate available under the contractual arrangements that existed prior to June 1, 2005.

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

Annual Report

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

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784762.103

(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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Institutional Class A

2.56%

4.66%

6.14%

A Institutional Class shares are sold to eligible investors without a sales load or 12b-1 fee. The initial offering of Institutional Class shares took place on March 3, 1997. Returns prior to March 3, 1997 are those of Fidelity Mortgage Securities Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Mortgage Securities Fund - Institutional Class on August 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Mortgage-Backed Securities Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from George Fischer, Portfolio Manager of Fidelity® Advisor Mortgage Securities Fund during the period covered by this report

Though volatile, the investment-grade bond market was positive for the year ending August 31, 2006. Bonds sank in the first two months of the period after Gulf Coast hurricanes sent energy prices soaring, prompting fears of heightened inflation. However, core inflation readings - which strip out food and energy prices - remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But bonds fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. In all, the Fed raised interest rates seven times during the past year. Bonds rose again in July and August, though, after the Fed hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the year overall according the Lehman Brothers® Aggregate Bond Index.

The fund's Institutional Class shares returned 2.56% for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers Mortgage-Backed Securities Index returned 2.92%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Institutional Class shares gained 3.85%, while the Lehman Brothers index rose 4.19%. During the past year, the fund's returns relative to the index were boosted by holdings in securities that performed better than plain-vanilla 30-year pass-through securities - in which we were underweighted - including collateralized mortgage obligations (CMOs). We held CMOs not only directly, but also indirectly through our investment in the Fidelity Ultra-Short Central Fund, an allocation that also benefited the fund's returns. Advantageous security selection and exposure to adjustable-rate mortgages and securities issued by private companies also worked in our favor. In contrast, underweighting securities made up of loans with coupons of 5.5% to 6.0% hurt, as they outpaced the overall pass-through market.

Note to shareholders: Brett Kozlowski will become Portfolio Manager of the fund on October 2, 2006.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,016.50

$ 3.71

HypotheticalA

$ 1,000.00

$ 1,021.53

$ 3.72

Class T

Actual

$ 1,000.00

$ 1,017.10

$ 4.07

HypotheticalA

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

Actual

$ 1,000.00

$ 1,012.70

$ 7.51

HypotheticalA

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

Actual

$ 1,000.00

$ 1,012.30

$ 7.91

HypotheticalA

$ 1,000.00

$ 1,017.34

$ 7.93

Fidelity Mortgage Securities Fund

Actual

$ 1,000.00

$ 1,017.90

$ 2.29

HypotheticalA

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

Actual

$ 1,000.00

$ 1,018.50

$ 2.65

HypotheticalA

$ 1,000.00

$ 1,022.58

$ 2.65

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central fund in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.73%

Class T

.80%

Class B

1.48%

Class C

1.56%

Fidelity Mortgage Securities Fund

.45%

Institutional Class

.52%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Coupon Distribution as of August 31, 2006

% of fund's
investments

% of fund's investments
4 months ago

Less than 4%

1.9

2.2

4 - 4.99%

9.2

15.6

5 - 5.99%

60.0

60.1

6 - 6.99%

18.4

15.2

7% and over

3.1

3.2

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

Average Years to Maturity as of August 31, 2006

4 months ago

Years

4.4

5.7

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 August 31, 2006

4 months ago

Years

3.7

4.0

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 August 31, 2006*

As of April 30, 2006**

Mortgage
Securities 85.1%

Mortgage
Securities 85.5%

Corporate Bonds 1.7%

Corporate Bonds 1.0%

CMOs and Other Mortgage Related Securities 21.1%

CMOs and Other Mortgage Related Securities 17.8%

U.S. Government
Agency Obligations 0.2%

U.S. Government
Agency Obligations 0.2%

Asset-Backed
Securities 8.8%

Asset-Backed
Securities 8.3%

Short-Term
Investments and
Net Other Assets(dagger) (16.9)%

Short-Term
Investments and
Net Other Assets(dagger) (12.8)%

* Foreign investments

4.1%

** Foreign investments

3.7%

* Futures and Swaps

4.2%

** Futures and Swaps

5.3%



8 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.

For an unaudited list of holdings for each fixed-income central fund, visit fidelity.com. and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 85.1%

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 59.4%

3.744% 1/1/35 (d)

$ 409

$ 403

3.748% 12/1/34 (d)

308

303

3.757% 10/1/33 (d)

275

270

3.788% 6/1/34 (d)

1,278

1,244

3.796% 12/1/34 (d)

62

61

3.81% 6/1/33 (d)

218

214

3.834% 1/1/35 (d)

770

757

3.839% 11/1/34 (d)

1,550

1,538

3.846% 1/1/35 (d)

248

244

3.851% 10/1/33 (d)

6,591

6,475

3.866% 1/1/35 (d)

472

465

3.88% 6/1/33 (d)

1,082

1,065

3.898% 10/1/34 (d)

297

295

3.905% 12/1/34 (d)

244

241

3.938% 11/1/34 (d)

506

501

3.941% 5/1/34 (d)

91

91

3.952% 1/1/35 (d)

324

321

3.954% 12/1/34 (d)

252

250

3.955% 12/1/34 (d)

1,711

1,693

3.957% 5/1/33 (d)

102

100

3.992% 1/1/35 (d)

207

205

3.996% 12/1/34 (d)

163

161

3.996% 12/1/34 (d)

300

297

3.998% 2/1/35 (d)

234

231

4% 6/1/18 to 5/1/19

19,286

18,205

4.022% 1/1/35 (d)

456

451

4.029% 1/1/35 (d)

132

130

4.034% 10/1/18 (d)

240

236

4.037% 1/1/35 (d)

184

182

4.041% 2/1/35 (d)

212

209

4.052% 12/1/34 (d)

456

453

4.058% 1/1/35 (d)

428

423

4.079% 2/1/35 (d)

428

423

4.082% 4/1/33 (d)

94

93

4.083% 2/1/35 (d)

150

149

4.086% 2/1/35 (d)

168

166

4.094% 11/1/34 (d)

344

341

4.102% 2/1/35 (d)

788

782

4.108% 1/1/35 (d)

478

473

4.114% 1/1/35 (d)

448

444

4.116% 2/1/35 (d)

534

528

4.126% 1/1/35 (d)

794

786

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

4.143% 2/1/35 (d)

$ 427

$ 422

4.144% 1/1/35 (d)

720

715

4.156% 1/1/35 (d)

832

828

4.171% 1/1/35 (d)

598

584

4.181% 10/1/34 (d)

700

697

4.181% 11/1/34 (d)

109

108

4.187% 1/1/35 (d)

397

393

4.202% 1/1/35 (d)

263

261

4.25% 2/1/35 (d)

294

287

4.272% 3/1/35 (d)

268

265

4.274% 2/1/35 (d)

161

160

4.275% 8/1/33 (d)

552

546

4.282% 7/1/34 (d)

204

204

4.287% 12/1/34 (d)

158

156

4.306% 5/1/35 (d)

376

372

4.313% 3/1/33 (d)

145

142

4.35% 1/1/35 (d)

303

297

4.356% 4/1/35 (d)

164

163

4.362% 2/1/34 (d)

643

635

4.39% 11/1/34 (d)

3,444

3,446

4.394% 5/1/35 (d)

837

831

4.396% 2/1/35 (d)

432

423

4.423% 10/1/34 (d)

1,280

1,278

4.426% 1/1/35 (d)

344

341

4.438% 3/1/35 (d)

399

391

4.456% 8/1/34 (d)

851

841

4.464% 5/1/35 (d)

282

280

4.494% 1/1/35 (d)

376

373

4.497% 8/1/34 (d)

533

537

4.5% 4/1/18 to 6/1/35

134,824

127,172

4.532% 2/1/35 (d)

1,741

1,729

4.539% 7/1/35 (d)

1,021

1,012

4.54% 2/1/35 (d)

268

266

4.554% 2/1/35 (d)

189

187

4.727% 7/1/34 (d)

809

802

4.778% 12/1/34 (d)

299

296

4.803% 12/1/32 (d)

377

377

5% 9/1/16 to 12/1/34

103,911

101,772

5% 9/1/36 (b)

78,531

75,255

5% 9/1/36 (b)

102,043

97,785

5% 9/1/36 (b)

46,000

44,081

5% 9/1/36 (b)

9,370

8,979

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

5% 9/1/36 (b)

$ 60,000

$ 57,497

5.091% 5/1/35 (d)

1,823

1,822

5.196% 6/1/35 (d)

1,271

1,271

5.5% 1/1/09 to 2/1/36

207,308

205,396

5.5% 9/1/36 (b)(c)

45,539

44,704

5.5% 9/1/36 (b)(c)

67,281

66,048

5.916% 1/1/36 (d)

915

923

6% 4/1/08 to 6/1/35

114,904

115,820

6% 9/1/21 (b)

9,970

10,085

6% 9/1/21 (b)

2,420

2,448

6% 9/1/36 (b)

7,522

7,531

6.5% 2/1/20 to 12/1/35

67,995

69,299

7% 3/1/17 to 7/1/33

7,058

7,272

7.5% 4/1/22 to 9/1/32

3,778

3,910

8% 7/1/08 to 12/1/29

19

20

8.5% 1/1/16 to 7/1/31

352

379

9% 6/1/09 to 10/1/30

921

998

9.5% 11/1/09 to 8/1/22

154

168

11% 8/1/10

65

69

12.25% 5/1/13 to 5/1/15

35

39

12.5% 8/1/15 to 3/1/16

41

47

12.75% 2/1/15

5

6

13.5% 9/1/14 to 12/1/14

32

38

1,113,378

Freddie Mac - 22.1%

4% 4/1/19

5,391

5,083

4.043% 12/1/34 (d)

298

294

4.097% 12/1/34 (d)

442

436

4.124% 1/1/35 (d)

376

371

4.256% 3/1/35 (d)

375

371

4.298% 5/1/35 (d)

666

658

4.301% 12/1/34 (d)

419

409

4.326% 2/1/35 (d)

784

774

4.328% 1/1/35 (d)

885

874

4.438% 2/1/34 (d)

390

384

4.443% 3/1/35 (d)

405

396

4.454% 6/1/35 (d)

593

586

4.458% 3/1/35 (d)

462

451

4.5% 9/1/18 to 8/1/33

9,931

9,445

4.546% 2/1/35 (d)

671

658

5% 7/1/33 to 9/1/35

125,828

120,703

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Freddie Mac - continued

5.003% 4/1/35 (d)

$ 2,036

$ 2,027

5.5% 6/1/09 to 10/1/35

70,161

69,420

5.5% 9/1/36 (b)

56,400

55,413

5.5% 9/1/36 (b)

100,830

99,065

5.504% 8/1/33 (d)

174

175

6% 5/1/16 to 10/1/34

13,207

13,313

6.5% 4/1/21 to 12/1/33

16,523

16,869

7.5% 2/1/08 to 7/1/34

14,823

15,377

8% 10/1/07 to 4/1/21

65

67

8.5% 7/1/09 to 9/1/20

86

90

9% 10/1/08 to 5/1/21

445

476

10% 1/1/09 to 5/1/19

120

128

10.5% 8/1/10 to 2/1/16

12

13

12.5% 5/1/12 to 12/1/14

80

89

13% 12/1/13 to 6/1/15

122

139

414,554

Government National Mortgage Association - 3.6%

6.5% 5/15/28 to 7/15/36

45,836

46,982

6.5% 10/1/36 (b)(c)

12,587

12,869

7% 2/15/24 to 7/15/32

3,127

3,246

7.5% 12/15/06 to 4/15/32

1,804

1,891

8% 4/15/07 to 12/15/25

745

787

8.5% 8/15/16 to 10/15/28

1,139

1,228

9% 11/20/17

2

2

10.5% 12/20/15 to 2/20/18

77

86

13% 10/15/13

7

8

13.5% 7/15/11

5

5

67,104

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,610,219)

1,595,036

Asset-Backed Securities - 1.1%

Bayview Financial Securities Co. LLC Series 2006-A Class 2A1, 5.4481% 2/28/41 (d)

2,537

2,538

GSAMP Trust Series 2005-MTR1 Class A1, 5.4644% 10/25/35 (d)

3,627

3,627

Long Beach Mortgage Loan Trust Series 2003-3 Class M1, 6.0744% 7/25/33 (d)

3,741

3,757

Ocala Funding LLC Series 2006-1A Class A, 6.77% 3/20/11 (a)(d)

2,100

2,100

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Residential Asset Mortgage Products, Inc.
Series 2003-RZ2 Class A1, 3.6% 4/25/33

$ 697

$ 680

Salomon Brothers Mortgage Securities VII, Inc.
Series 2003-UP1 Class A, 3.45% 4/25/32 (a)

918

882

WaMu Asset Holdings Corp. Series 2006-5
Class N1, 5.926% 7/25/46 (a)

3,943

3,920

WM Asset Holdings Corp. Series 2006-7 Class N1, 5.926% 10/25/46 (a)

3,045

3,045

TOTAL ASSET-BACKED SECURITIES

(Cost $20,599)

20,549

Collateralized Mortgage Obligations - 11.7%

Private Sponsor - 1.0%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 5.7244% 3/25/35 (d)

582

583

Countrywide Home Loans, Inc. sequential pay
Series 2002-25 Class 2A1, 5.5% 11/27/17

1,046

1,041

Credit Suisse First Boston Mortgage Acceptance Corp. sequential pay Series 2003-1 Class 3A8, 6% 1/25/33

1,731

1,727

CS First Boston Mortgage Securities Corp. Series 2002-15R Class A1, 3.5154% 1/28/32 (a)(d)

388

342

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 5.4981% 10/11/41 (a)(d)

2,520

2,520

Master Alternative Loan Trust Series 2003-2 Class 4A1, 6.5% 4/25/18

4,612

4,653

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,129

1,141

Series 2004-SL2 Class A1, 6.5% 10/25/16

271

274

WaMu Mortgage pass thru certificates sequential pay Series 2002-S6 Class A25, 6% 10/25/32

732

729

Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (d)

4,865

4,825

TOTAL PRIVATE SPONSOR

17,835

U.S. Government Agency - 10.7%

Fannie Mae:

planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

2,124

2,165

Series 1994-23 Class PX, 6% 8/25/23

2,969

2,998

Series 1999-1 Class PJ, 6.5% 2/25/29

10,049

10,371

Series 1999-15 Class PC, 6% 9/25/18

2,596

2,606

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2003-26 Class KI, 5% 12/25/15 (f)

$ 3,822

$ 340

Series 2003-39 Class IA, 5.5% 10/25/22 (d)(f)

2,835

496

Series 2006-48 Class LF, 0% 8/25/34 (d)

1,027

1,002

Fannie Mae Grantor Trust planned amortization class
Series 2005-84 Class MB, 5.75% 10/25/35

5,240

5,287

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 1999-51 Class LK, 6.5% 8/25/29

10,000

10,268

Series 2002-11 Class QB, 5.5% 3/25/15

571

569

Series 2002-49 Class KG, 5.5% 8/25/17

4,020

4,027

Series 2003-73 Class GA, 3.5% 5/25/31

11,721

10,915

Series 2006-39 Class PE, 5.5% 10/25/32

10,605

10,479

Series 2006-46 Class PE, 5.5% 11/25/32

14,461

14,270

Series 2006-51 Class PB, 5.5% 8/25/33

8,695

8,580

Series 2006-54 Class PC, 6% 1/25/36

6,880

6,954

sequential pay:

Series 2002-34 Class Z, 6% 4/25/32

6,759

6,789

Series 2002-9 Class C, 6.5% 6/25/30

2,193

2,195

Series 2004-65 Class EY, 5.5% 8/25/24

7,265

7,143

Series 2005-41 Class LA, 5.5% 5/25/35

3,446

3,434

Series 2005-55 Class LY, 5.5% 7/25/25

6,595

6,462

Series 2002-50 Class LE, 7% 12/25/29

134

134

Series 2003-42 Class HS, 1.7756% 12/25/17 (d)(f)

11,460

605

Series 2005-50 Class DZ, 5% 6/25/35

34

34

Freddie Mac:

floater Series 2344 Class FP, 6.28% 8/15/31 (d)

1,415

1,444

planned amortization class:

Series 2104 Class PG, 6% 12/15/28

2,139

2,168

Series 2512 Class PG, 5.5% 10/15/22

5,100

5,017

Series 70 Class C, 9% 9/15/20

191

191

sequential pay:

Series 2114 Class ZM, 6% 1/15/29

1,021

1,030

Series 2516 Class AH, 5% 1/15/16

1,056

1,047

Freddie Mac Manufactured Housing participation certificates guaranteed planned amortization class Series 2043
Class CJ, 6.5% 4/15/28

1,740

1,784

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2406:

Class FP, 6.31% 1/15/32 (d)

2,752

2,810

Class PF, 6.31% 12/15/31 (d)

2,697

2,771

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2410 Class PF, 6.31% 2/15/32 (d)

$ 5,562

$ 5,723

Series 2412 Class GF, 6.28% 2/15/32 (d)

1,168

1,201

Series 2958 Class TF, 0% 4/15/35 (d)

741

683

planned amortization class:

Series 2568 Class KG, 5.5% 2/15/23

8,820

8,615

Series 2763 Class PD, 4.5% 12/15/17

4,360

4,180

Series 2780 Class OC, 4.5% 3/15/17

2,175

2,117

Series 2802 Class OB, 6% 5/15/34

3,375

3,439

Series 2810 Class PD, 6% 6/15/33

2,540

2,566

Series 2885 Class PC, 4.5% 3/15/18

2,845

2,761

Series 3077 Class TO, 4/15/35 (g)

5,068

3,643

Series 3140 Class XO, 3/15/36 (g)

2,573

1,878

sequential pay:

Series 2135 Class JE, 6% 3/15/29

3,222

3,228

Series 2281 Class ZB, 6% 3/15/30

1,355

1,375

Series 2388 Class ZA, 6% 12/15/31

5,454

5,489

Series 2608 Class FJ, 5.73% 3/15/17 (d)

3,699

3,719

Series 2638 Class FA, 5.73% 11/15/16 (d)

3,439

3,453

Series 2644 Class EF, 5.68% 2/15/18 (d)

3,922

3,945

Series 2750 Class ZT, 5% 2/15/34

2,458

2,143

Series 3097 Class IA, 5.5% 3/15/33 (f)

5,180

989

Series 1658 Class GZ, 7% 1/15/24

3,309

3,419

TOTAL U.S. GOVERNMENT AGENCY

200,951

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $217,889)

218,786

Commercial Mortgage Securities - 3.7%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.7254% 2/14/43 (d)(f)

37,356

1,394

Banc of America Commercial Mortgage, Inc. Series 2003-2:

Class HSA, 4.954% 3/11/41 (a)

740

711

Class HSB, 4.954% 3/11/41 (a)

895

857

Class HSC, 4.954% 3/11/41 (a)

895

852

Class HSD, 4.954% 3/11/41 (a)

895

849

Class HSE, 4.954% 3/11/41 (a)

2,290

2,178

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Bear Stearns Commercial Mortgage Securities, Inc.
Series 2004-ESA:

Class B, 4.888% 5/14/16 (a)

$ 560

$ 555

Class C, 4.937% 5/14/16 (a)

1,165

1,157

Class D, 4.986% 5/14/16 (a)

425

423

Class E, 5.064% 5/14/16 (a)

1,315

1,311

Class F, 5.182% 5/14/16 (a)

315

314

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (a)(d)(f)

31,596

1,692

Chase Commercial Mortgage Securities Corp. Series 1999-2:

Class E, 7.734% 1/15/32

1,110

1,188

Class F, 7.734% 1/15/32

600

642

COMM floater Series 2001-FL5A Class E, 6.83% 11/15/13 (a)(d)

2,186

2,142

Commercial Mortgage Pass-Through Certificates sequential pay Series 2006-C7 Class A3, 5.707% 6/10/46

2,688

2,744

CS First Boston Mortgage Securities Corp.:

sequential pay Series 1999-C1 Class A2, 7.29% 9/15/41

5,965

6,222

Series 1997-C2 Class D, 7.27% 1/17/35

5,175

5,346

Series 1998-C1 Class D, 7.17% 5/17/40

3,360

3,584

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,390

1,438

Fannie Mae guaranteed REMIC pass thru certificates
Series 1998-49 Class MI, 0.8849% 6/17/38 (d)(f)

72,119

1,051

Greenwich Capital Commercial Funding Corp. Series 2002-C1 Class SWDB, 5.857% 11/11/19 (a)

2,600

2,570

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9706% 4/13/31 (d)

390

400

Host Marriott Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (a)

785

826

JPMorgan Chase Commercial Mortgage Securities Corp. sequential pay Series 2006-CB14 Class A3B, 5.4865% 12/12/44 (d)

2,640

2,655

LB-UBS Commercial Mortgage Trust sequential pay
Series 2000-C3 Class A2, 7.95% 1/15/10

2,790

3,011

Leafs CMBS I Ltd. Series 2002-1A Class D, 4.13% 11/20/37 (a)

10,815

9,056

Merrill Lynch Mortgage Trust Series 2006-C1 Class A3, 5.6606% 5/12/39 (d)

3,675

3,729

Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2 Class A3, 5.877% 6/12/46

3,321

3,420

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Morgan Stanley Capital I, Inc. Series 2006-IQ11 Class A3, 5.739% 10/15/42 (d)

$ 3,170

$ 3,231

TrizecHahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

4,276

4,369

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $75,004)

69,917

Fixed-Income Funds - 22.5%

Shares

Fidelity Ultra-Short Central Fund (e)
(Cost $421,431)

4,247,691

422,645

Cash Equivalents - 6.9%

Maturity
Amount (000s)

Investments in repurchase agreements (Collateralized by
U.S. Government Obligations) in a joint trading account at 5.29%, dated 8/31/06 due 9/1/06
(Cost $128,638)

$ 128,657

128,638

TOTAL INVESTMENT PORTFOLIO - 131.0%

(Cost $2,473,780)

2,455,571

NET OTHER ASSETS - (31.0)%

(581,531)

NET ASSETS - 100%

$ 1,874,040

Swap Agreements

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.234% with Lehman Brothers, Inc.

March 2036

$ 9,000

$ 116

Receive semi-annually a fixed rate equal to 5.132% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

March 2009

50,000

579

$ 59,000

$ 695

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 end of the period, the value of these securities amounted to $42,671,000 or 2.3% of net assets.

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

(c) A portion of the security is subject to a forward commitment to sell.

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

(e) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned
(Amounts in thousands)

Year ended
October 31, 2005
Income earned
(Amounts in thousands)

Fidelity Ultra-Short Central Fund

$ 18,052

$ 12,921

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund
(Amounts in thousands)

Value, at
October 31,
2005

Purchases

Sales Proceeds

Value, at
August 31,
2006

% ownership, end of period

Fidelity Ultra-Short Central Fund

$ 447,428

$ -

$ 24,997

$ 422,645

5.0%

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $20,777,000 of which $2,470,000 and $18,307,000 will expire on August 31, 2013 and 2014, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

August 31, 2006

Assets

Investment in securities, at value (including repurchase agreements of $128,638) -
See accompanying schedule:

Unaffiliated issuers (cost $2,052,349)

$ 2,032,926

Affiliated Central Funds (cost $421,431)

422,645

Total Investments (cost $2,473,780)

$ 2,455,571

Commitment to sell securities on a delayed delivery basis

(39,383)

Receivable for securities sold on a delayed delivery basis

39,266

(117)

Receivable for investments sold, regular delivery

238

Cash

8

Receivable for fund shares sold

1,665

Interest receivable

8,916

Swap agreements, at value

695

Total assets

2,466,976

Liabilities

Payable for investments purchased
Regular delivery

$ 11,680

Delayed delivery

578,247

Payable for fund shares redeemed

1,573

Distributions payable

587

Accrued management fee

499

Distribution fees payable

108

Other affiliated payables

233

Other payables and accrued expenses

9

Total liabilities

592,936

Net Assets

$ 1,874,040

Net Assets consist of:

Paid in capital

$ 1,910,136

Distributions in excess of net investment income

(3,000)

Accumulated undistributed net realized gain (loss) on investments

(15,465)

Net unrealized appreciation (depreciation) on investments

(17,631)

Net Assets

$ 1,874,040

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($53,669 ÷ 4,890.4 shares)

$ 10.97

Maximum offering price per share (100/95.25 of $10.97)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($88,861 ÷ 8,085.3 shares)

$ 10.99

Maximum offering price per share (100/96.50 of $10.99)

$ 11.39

Class B:
Net Asset Value
and offering price per share ($74,450 ÷ 6,784.8 shares)A

$ 10.97

Class C:
Net Asset Value
and offering price per share ($31,485 ÷ 2,872.1 shares)A

$ 10.96

Fidelity Mortgage Securities Fund:
Net Asset Value
, offering price and redemption price per share ($1,611,519 ÷ 146,576.9 shares)

$ 10.99

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($14,056 ÷ 1,281.7 shares)

$ 10.97

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

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

Annual Report

Statement of Operations

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Investment Income

Interest

$ 67,382

$ 81,636

Income from affiliated Central Funds

18,052

12,921

Total income

85,434

94,557

Expenses

Management fee

$ 5,293

$ 8,061

Transfer agent fees

1,958

2,957

Distribution fees

1,232

1,967

Accounting fees and expenses

-

428

Fund wide operations fee

471

242

Independent trustees' compensation

7

10

Custodian fees and expenses

-

81

Registration fees

-

143

Audit

-

72

Legal

-

24

Miscellaneous

4

12

Total expenses before reductions

8,965

13,997

Expense reductions

(8)

(4)

Total expenses

8,957

13,993

Net investment income

76,477

80,564

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(17,738)

1,596

Affiliated Central Funds

(13)

-

Swap agreements

(1,571)

-

Total net realized gain (loss)

(19,322)

1,596

Realized and Unrealized Gain (Loss)

Change in net unrealized appreciation (depreciation) on:

Investment securities

14,620

(52,161)

Swap agreements

821

(126)

Delayed delivery commitments

(117)

-

Total change in net unrealized appreciation (depreciation)

15,324

(52,287)

Net gain (loss)

(3,998)

(50,691)

Net increase (decrease) in net assets resulting from operations

$ 72,479

$ 29,873

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 76,477

$ 80,564

$ 59,740

Net realized gain (loss)

(19,322)

1,596

13,137

Change in net unrealized appreciation (depreciation)

15,324

(52,287)

14,539

Net increase (decrease) in net assets resulting from operations

72,479

29,873

87,416

Distributions to shareholders from net investment income

(76,044)

(83,034)

(60,059)

Distributions to shareholders from net realized gain

-

(10,450)

(23,783)

Total distributions

(76,044)

(93,484)

(83,842)

Share transactions - net increase (decrease)

(263,875)

288,375

90,855

Total increase (decrease) in
net assets

(267,440)

224,764

94,429

Net Assets

Beginning of period

2,141,480

1,916,716

1,822,287

End of period (including distributions in excess of net investment income of $3,000, $2,371, and undistributed net investment income of $4,093, respectively)

$ 1,874,040

$ 2,141,480

$ 1,916,716

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.404

.408

.365

.282

.502 I

.630

Net realized and unrealized gain (loss)

(.021)

(.267)

.181

.112

.172 I

.613

Total from investment operations

.383

.141

.546

.394

.674

1.243

Distributions from net investment income

(.403)

(.421)

(.366)

(.274)

(.534)

(.653)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.403)

(.481)

(.516)

(.354)

(.534)

(.653)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.33

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

3.56%

1.26%

4.97%

3.56%

6.26%

12.15%

Ratios to Average Net Assets F, H

Expenses before reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of fee waivers, if any

.74% A

.82%

.86%

.81%

.84%

.85%

Expenses net of all reductions

.74% A

.82%

.86%

.81%

.84%

.85%

Net investment income

4.44% A

3.65%

3.24%

2.51%

4.55% I

5.86%

Supplemental Data

Net assets, end of period (in millions)

$ 54

$ 50

$ 55

$ 69

$ 63

$ 15

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income E

.399

.400

.353

.270

.492 I

.622

Net realized and unrealized gain (loss)

(.012)

(.268)

.181

.101

.171 I

.617

Total from investment operations

.387

.132

.534

.371

.663

1.239

Distributions from net investment income

(.397)

(.412)

(.354)

(.261)

(.523)

(.639)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.397)

(.472)

(.504)

(.341)

(.523)

(.639)

Net asset value,
end of period

$ 10.99

$ 11.00

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C, D

3.59%

1.18%

4.86%

3.34%

6.15%

12.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of fee waivers, if any

.81% A

.89%

.96%

.93%

.94%

.96%

Expenses net of all reductions

.81% A

.89%

.96%

.93%

.94%

.96%

Net investment income

4.37% A

3.57%

3.14%

2.39%

4.45% I

5.75%

Supplemental Data

Net assets, end of period (in millions)

$ 89

$ 126

$ 131

$ 155

$ 195

$ 106

Portfolio turnover rate G

232% A

183%

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 sales charges.

E Calculated based on average shares outstanding during the period.

F Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

$ 10.53

Income from Investment Operations

Net investment income E

.336

.323

.278

.197

.421 I

.551

Net realized and unrealized gain (loss)

(.022)

(.257)

.172

.112

.171 I

.611

Total from investment operations

.314

.066

.450

.309

.592

1.162

Distributions from net investment income

(.334)

(.336)

(.280)

(.189)

(.452)

(.572)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.334)

(.396)

(.430)

(.269)

(.452)

(.572)

Net asset value,
end of period

$ 10.97

$ 10.99

$ 11.32

$ 11.30

$ 11.26

$ 11.12

Total Return B, C, D

2.91%

.58%

4.08%

2.78%

5.48%

11.32%

Ratios to Average Net Assets F, H

Expenses before reductions

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of fee waivers, if any

1.50% A

1.58%

1.63%

1.57%

1.58%

1.60%

Expenses net of all reductions

1.50% A

1.58%

1.63%

1.57%

1.57%

1.60%

Net investment income

3.68% A

2.89%

2.48%

1.75%

3.82% I

5.11%

Supplemental Data

Net assets, end of period (in millions)

$ 74

$ 101

$ 134

$ 182

$ 176

$ 57

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

I 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.

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

$ 10.89

Income from Investment Operations

Net investment income E

.328

.316

.273

.189

.413 J

.112

Net realized and unrealized gain (loss)

(.021)

(.257)

.172

.112

.173 J

.238

Total from investment operations

.307

.059

.445

.301

.586

.350

Distributions from net investment income

(.327)

(.329)

(.275)

(.181)

(.436)

(.140)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.327)

(.389)

(.425)

(.261)

(.436)

(.140)

Net asset value,
end of period

$ 10.96

$ 10.98

$ 11.31

$ 11.29

$ 11.25

$ 11.10

Total Return B, C, D

2.85%

.52%

4.04%

2.71%

5.43%

3.22%

Ratios to Average Net Assets F, I

Expenses before reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of fee waivers, if any

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Expenses net of all reductions

1.57% A

1.64%

1.68%

1.64%

1.64%

1.60% A

Net investment income

3.61% A

2.82%

2.42%

1.68%

3.75% J

4.87% A

Supplemental Data

Net assets, end of period (in millions)

$ 31

$ 41

$ 58

$ 99

$ 74

$ 3

Portfolio turnover rate G

232% A

183%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

H For the period August 16, 2001 (commencement of sale of shares) to October 31, 2001.

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

J 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.

Annual Report

Financial Highlights - Fidelity Mortgage Securities Fund

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

$ 10.54

Income from Investment Operations

Net investment income D

.432

.438

.390

.306

.526 H

.654

Net realized and unrealized gain (loss)

(.023)

(.257)

.183

.102

.170 H

.619

Total from investment operations

.409

.181

.573

.408

.696

1.273

Distributions from net investment income

(.429)

(.451)

(.393)

(.298)

(.556)

(.673)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.429)

(.511)

(.543)

(.378)

(.556)

(.673)

Net asset value,
end of period

$ 10.99

$ 11.01

$ 11.34

$ 11.31

$ 11.28

$ 11.14

Total Return B, C

3.80%

1.61%

5.21%

3.68%

6.47%

12.44%

Ratios to Average Net Assets E, G

Expenses before reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of fee waivers, if any

.45% A

.55%

.62%

.60%

.63%

.66%

Expenses net of all reductions

.45% A

.55%

.62%

.60%

.63%

.66%

Net investment income

4.73% A

3.91%

3.48%

2.72%

4.76% H

6.04%

Supplemental Data

Net assets, end of period (in millions)

$ 1,612

$ 1,807

$ 1,525

$ 1,302

$ 1,208

$ 430

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

$ 10.52

Income from Investment Operations

Net investment income D

.424

.432

.387

.302

.513 H

.644

Net realized and unrealized gain (loss)

(.011)

(.266)

.182

.112

.171 H

.610

Total from investment operations

.413

.166

.569

.414

.684

1.254

Distributions from net investment income

(.423)

(.446)

(.389)

(.294)

(.544)

(.664)

Distributions from net realized gain

-

(.060)

(.150)

(.080)

-

-

Total distributions

(.423)

(.506)

(.539)

(.374)

(.544)

(.664)

Net asset value,
end of period

$ 10.97

$ 10.98

$ 11.32

$ 11.29

$ 11.25

$ 11.11

Total Return B, C

3.85%

1.48%

5.19%

3.75%

6.36%

12.27%

Ratios to Average Net Assets E, G

Expenses before reductions

.52% A

.60%

.66%

.63%

.75%

.76%

Expenses net of fee waivers, if any

.52% A

.60%

.66%

.63%

.75%

.75%

Expenses net of all reductions

.52% A

.60%

.66%

.63%

.75%

.75%

Net investment income

4.66% A

3.87%

3.45%

2.69%

4.65% H

5.95%

Supplemental Data

Net assets, end of period (in millions)

$ 14

$ 16

$ 13

$ 16

$ 12

$ 7

Portfolio turnover rate F

232% A

183%

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 Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

(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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) referred to as the Central Fund, which is an open-end investment company available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Fund:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Central Fund, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Fund, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Central Fund 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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, deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 13,716

Unrealized depreciation

(29,025)

Net unrealized appreciation (depreciation)

(15,309)

Capital loss carryforward

(20,777)

Cost for federal income tax purposes

$ 2,470,880

The tax character of distributions paid was as follows:

Ten months ended
August 31,
2006

October 31,
2005

October 31,
2004

Ordinary Income

$ 76,044

$ 93,484

$ 81,082

Long-term Capital Gains

-

-

2,760

Total

$ 76,044

$ 93,484

$ 83,842

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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. Upon settlement date, collateral is held in

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

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. 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.

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

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $43,506 and $57,672, respectively for the ten month period ended August 31, 2006.

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and annual rate of .38%, respectively, of the Fund's average net assets.

Annual 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 65

$ -

$ 81

$ -

Class T

0%

.25%

224

1

322

2

Class B

.65%

.25%

647

468

1,067

772

Class C

.75%

.25%

296

25

497

55

$ 1,232

$ 494

$ 1,967

$ 829

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,.75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 10

Class T

8

Class B*

266

Class C*

3

$ 287

* 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 receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the Fund. FSC receives an asset-based fee of .10% of Fidelity Mortgage Securities Fund's average net assets. Prior to June 1, 2005, FSC also received account fees in addition to the asset-based fee. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets
*

Amount

% of
Average
Net Assets

Class A

$ 105

.24

$ 128

.24

Class T

185

.21

275

.21

Class B

177

.25

295

.25

Class C

66

.22

106

.21

Fidelity Mortgage Securities Fund

1,403

.10

2,127

.12

Institutional Class

22

.17

26

.17

$ 1,958

$ 2,957

* Annualized

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

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), which became effective on June 1, 2005, FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, the compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent trustees. For the periods ended August 31, 2006 and October 31, 2005, the FWOE fee was equivalent to an annualized rate of .03% and an annual rate of .01%, respectively, of the Fund's average net assets.

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund's Schedule of Investments lists the Central Fund as an investment of the Fund but does not include the underlying holdings of the Central Fund. Based on its investment objectives, the Central Fund may invest or participate in various investment

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds - continued

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

A complete unaudited list of holdings for the Central Fund, as of the Fund's report date, is available upon request or at fidelity.com and/or advisor.fidelity.com, as applicable. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Fund financial statements, which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Fund does not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $3 and $4, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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 ended August 31, 2006, these credits reduced the management fee by $7. During the period ended October 31, 2005, these credits reduced the Fund's custody expenses by $4. During the periods ended August 31, 2006 and October 31, 2005, credits reduced each class' transfer agent expense as noted in the table below.

Ten months ended
August 31, 2006

October 31, 2005

Transfer Agent
expense reduction

Transfer Agent
expense reduction

Class A

$ 1

$ -

Annual 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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

From net investment income

Class A

$ 1,927

$ 2,029

$ 1,954

Class T

3,883

4,745

4,349

Class B

2,632

3,543

3,827

Class C

1,063

1,456

1,788

Fidelity Mortgage Securities Fund

65,925

70,651

47,698

Institutional Class

614

610

443

Total

$ 76,044

$ 83,034

$ 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

1,839

1,644

1,641

Reinvestment of distributions

152

179

217

Shares redeemed

(1,692)

(2,106)

(3,086)

Net increase (decrease)

299

(283)

(1,228)

Class T

Shares sold

1,518

3,841

4,195

Reinvestment of distributions

334

458

522

Shares redeemed

(5,186)

(4,417)

(6,866)

Net increase (decrease)

(3,334)

(118)

(2,149)

Class B

Shares sold

180

374

713

Reinvestment of distributions

194

308

449

Shares redeemed

(2,788)

(3,340)

(5,387)

Net increase (decrease)

(2,414)

(2,658)

(4,225)

Class C

Shares sold

272

501

835

Reinvestment of distributions

76

124

207

Shares redeemed

(1,211)

(2,018)

(4,707)

Net increase (decrease)

(863)

(1,393)

(3,665)

Fidelity Mortgage Securities Fund

Shares sold

19,669

60,281

53,695

Reinvestment of distributions

5,589

6,543

5,298

Shares redeemed

(42,873)

(37,075)

(39,584)

Net increase (decrease)

(17,615)

29,749

19,409

Institutional Class

Shares sold

703

733

482

Reinvestment of distributions

43

44

39

Shares redeemed

(935)

(476)

(772)

Net increase (decrease)

(189)

301

(251)

Annual Report

9. Share Transactions - continued

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 20,110

$ 18,382

$ 18,405

Reinvestment of distributions

1,656

2,002

2,435

Shares redeemed

(18,454)

(23,537)

(34,550)

Net increase (decrease)

$ 3,312

$ (3,153)

$ (13,710)

Class T

Shares sold

$ 16,612

$ 43,073

$ 47,196

Reinvestment of distributions

3,658

5,128

5,858

Shares redeemed

(56,617)

(49,428)

(77,143)

Net increase (decrease)

$ (36,347)

$ (1,227)

$ (24,089)

Class B

Shares sold

$ 1,960

$ 4,184

$ 8,013

Reinvestment of distributions

2,120

3,440

5,030

Shares redeemed

(30,466)

(37,334)

(60,324)

Net increase (decrease)

$ (26,386)

$ (29,710)

$ (47,281)

Class C

Shares sold

$ 2,962

$ 5,615

$ 9,365

Reinvestment of distributions

831

1,386

2,314

Shares redeemed

(13,216)

(22,545)

(52,702)

Net increase (decrease)

$ (9,423)

$ (15,544)

$ (41,023)

Fidelity Mortgage Securities Fund

Shares sold

$ 215,483

$ 676,321

$ 604,255

Reinvestment of distributions

61,180

73,241

59,524

Shares redeemed

(469,651)

(414,945)

(444,008)

Net increase (decrease)

$ (192,988)

$ 334,617

$ 219,771

Institutional Class

Shares sold

$ 7,639

$ 8,212

$ 5,417

Reinvestment of distributions

474

496

433

Shares redeemed

(10,156)

(5,316)

(8,663)

Net increase (decrease)

$ (2,043)

$ 3,392

$ (2,813)

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and the Shareholders of Fidelity Advisor Mortgage Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Mortgage Securities Fund (a fund of Fidelity Advisor Series II) at August 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Mortgage Securities Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 24, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Mortgage Securities (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Mortgage Securities. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Mortgage Securities. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Mortgage Securities. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Brett Kozlowski (31)

Year of Election or Appointment: 2006
Vice President of Advisor Mortgage Securities. Mr. Kozlowski is also Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Kozlowski worked as a portfolio analyst and a trader in the Fixed Income Group.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Mortgage Securities. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Mortgage Securities. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Mortgage Securities. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Mortgage Securities. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Mortgage Securities. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Mortgage Securities. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Mortgage Securities. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Mortgage Securities. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Mortgage Securities. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of Advisor Mortgage Securities. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Mortgage Securities. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Mortgage Securities. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Mortgage Securities. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The fund designates $58,464,680 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Mortgage Securities Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, as applicable, the cumulative total returns of Class C and Fidelity Mortgage Securities (retail class), the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Fidelity Mortgage Securities (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Mortgage Securities Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Mortgage Securities (retail class) was in the first quartile for all the periods shown. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the one- and five-year periods, although the three-year cumulative total return of Fidelity Mortgage Securities (retail class) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 8% means that 92% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Mortgage Securities Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the total expenses of each class ranked below its competitive median for 2005. The Board considered that each class's total expenses reflect the contractual arrangements for 2005, as if the contractual arrangements were in effect for the entire year.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board noted that because the contractual arrangements that went into effect June 1, 2005 set the total fund-level expenses for each class at 35 basis points, increases or decreases in the management fee due to changes in the group fee rate will not impact total expenses. The Board realized, however, that the 35 basis point fee rate was below the lowest management fee rate available under the contractual arrangements that existed prior to June 1, 2005.

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

Annual Report

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

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784763.103

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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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

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A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 1.50% sales charge) A

1.37%

2.96%

4.62%

Class T (incl. 1.50% sales charge)

1.52%

2.97%

4.65%

Class B (incl. contingent deferred
sales charge) B

-0.73%

2.48%

4.06%

Class C (incl. contingent deferred
sales charge) C

1.12%

2.44%

4.04%

A Class A shares bear a 0.15% 12b-1 fee. The initial offering of Class A shares took place on September 3, 1996. Returns prior to September 3, 1996 are those of Class T, the original class of the fund, and reflect Class T shares' 0.15% 12b-1 fee.

B Class B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on October 9, 2002. Returns between November 3, 1997 and October 9, 2002 are those of Class C, and reflect a 1.00% 12b-1 fee. Class B returns prior to November 3, 1997 are those of Class T which has a 12b-1 fee of 0.15%. If Class B's 12b-1 fee had been reflected, returns from November 3, 1997 through October 9, 2002 would have been higher and returns prior to November 3, 1997 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 3%, 0%, and 0%, respectively.

C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on November 3, 1997. Returns prior to November 3, 1997 are those of Class T, the original class of the fund, and reflect Class T shares' 0.15% 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Short Fixed-Income Fund - Class T on August 31, 1996, and the current 1.50% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® 1-3 Year Government/Credit Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Andrew Dudley, Portfolio Manager of Fidelity® Advisor Short Fixed-Income Fund

A weak start, a strong finish and a modestly positive overall return highlighted investment-grade bond performance for the year ending August 31, 2006. Bonds sank in the first two months of the period after Gulf Coast hurricanes sent energy prices soaring, prompting fears of a corresponding leap in inflation. However, core inflation readings - which strip out volatile food and energy prices - remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But the asset class fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. In all, the Fed raised interest rates seven times during the past year. Bonds rose again in July and August, though, after Fed Chairman Ben Bernanke hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the 12-month period as a whole according the Lehman Brothers® Aggregate Bond Index.

The fund's Class A, Class T, Class B and Class C shares returned 2.92%, 3.07%, 2.25% and 2.11%, respectively (excluding sales charges), for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers 1-3 Year Government/Credit Bond Index rose 3.09%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Class A, Class T, Class B and Class C shares gained 3.33%, 3.36%, 2.68% and 2.65%, respectively (excluding sales charges), while the Lehman Brothers index rose 3.39%. Boosting our returns relative to the index during the past year was advantageous sector positioning, led by a heavy emphasis on non-government bonds, including structured products such as asset-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities. These structured securities, which I held both directly and through our investment in the Fidelity Ultra-Short Central Fund - a diversified internal pool of short-term assets designed to outperform cash-like instruments with similar risk characteristics - outpaced the index. Also aiding the fund's performance relative to the index was yield-curve positioning. A position in the Fidelity Ultra-Short Central Fund and an overweighting in bonds with maturities of between three and five years worked in our favor early in the period. Modestly detracting from returns was an underweighting in government agency securities, which performed well during the year.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,022.10

$ 3.92

Hypothetical A

$ 1,000.00

$ 1,021.32

$ 3.92

Class T

Actual

$ 1,000.00

$ 1,022.30

$ 3.72

Hypothetical A

$ 1,000.00

$ 1,021.53

$ 3.72

Class B

Actual

$ 1,000.00

$ 1,018.20

$ 7.73

Hypothetical A

$ 1,000.00

$ 1,017.54

$ 7.73

Class C

Actual

$ 1,000.00

$ 1,018.00

$ 7.93

Hypothetical A

$ 1,000.00

$ 1,017.34

$ 7.93

Institutional Class

Actual

$ 1,000.00

$ 1,023.10

$ 2.91

Hypothetical A

$ 1,000.00

$ 1,022.33

$ 2.91

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central fund in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.77%

Class T

.73%

Class B

1.52%

Class C

1.56%

Institutional Class

.57%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Quality Diversification (% of fund's net assets)

As of August 31, 2006

As of April 30, 2006

U.S.Government and U.S.Government
Agency Obligations 33.0%

U.S.Government and U.S.Government
Agency Obligations 34.8%

AAA 23.0%

AAA 22.6%

AA 5.2%

AA 5.6%

A 11.3%

A 11.7%

BBB 21.0%

BBB 19.2%

BB and Below 0.9%

BB and Below 1.5%

Not Rated 1.7%

Not Rated 1.9%

Short-Term
Investments and
Net Other Assets 3.9%

Short-Term
Investments and
Net Other Assets 2.7%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Securities rated BB or below were rated investment grade at the time of acquisition.

Average Years to Maturity as of August 31, 2006

4 months ago

Years

2.5

2.8

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 August 31, 2006

4 months ago

Years

1.6

1.7

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 August 31, 2006 *

As of April 30, 2006 **

Corporate Bonds 23.7%

Corporate Bonds 22.4%

U.S. Government and
U.S. Government
Agency Obligations 33.0%

U.S. Government and
U.S. Government
Agency Obligations 34.8%

Asset-Backed
Securities 22.4%

Asset-Backed
Securities 21.4%

CMOs and Other Mortgage Related Securities 16.6%

CMOs and Other Mortgage Related Securities 18.0%

Other Investments 0.4%

Other Investments 0.7%

Short-Term
Investments and
Net Other Assets 3.9%

Short-Term
Investments and Net
Other Assets 2.7%

* Foreign investments

8.1%

** Foreign investments

7.2%

* Futures and Swaps

15.5%

** Futures and Swaps

14.9%



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

For an unaudited list of holdings for each fixed-income central fund, visit advisor.fidelity.com.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.3%

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 3.1%

Auto Components - 0.5%

DaimlerChrysler NA Holding Corp.:

5.74% 3/13/09 (f)

$ 2,650,000

$ 2,653,108

5.75% 8/10/09

3,300,000

3,312,342

5,965,450

Household Durables - 0.3%

Whirlpool Corp. 6.125% 6/15/11

4,500,000

4,563,545

Media - 2.3%

AOL Time Warner, Inc. 6.75% 4/15/11

3,000,000

3,108,306

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,350,000

2,352,818

Continental Cablevision, Inc. 9% 9/1/08

3,400,000

3,625,719

Cox Communications, Inc.:

3.875% 10/1/08

3,655,000

3,533,307

6.4% 8/1/08

795,000

804,639

Hearst-Argyle Television, Inc. 7% 11/15/07

1,500,000

1,514,348

Liberty Media Corp.:

6.8294% 9/17/06 (f)

3,203,000

3,204,089

7.75% 7/15/09

2,350,000

2,450,037

Time Warner Entertainment Co. LP 7.25% 9/1/08

3,145,000

3,247,247

Univision Communications, Inc.:

3.5% 10/15/07

535,000

519,163

3.875% 10/15/08

2,600,000

2,480,374

Viacom, Inc. 5.75% 4/30/11 (c)

3,470,000

3,441,442

30,281,489

TOTAL CONSUMER DISCRETIONARY

40,810,484

CONSUMER STAPLES - 0.4%

Food Products - 0.2%

H.J. Heinz Co. 6.428% 12/1/08 (c)(f)

1,515,000

1,543,724

Kraft Foods, Inc. 4% 10/1/08

1,630,000

1,588,319

3,132,043

Tobacco - 0.2%

Altria Group, Inc. 5.625% 11/4/08

2,000,000

2,011,038

TOTAL CONSUMER STAPLES

5,143,081

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

ENERGY - 2.0%

Energy Equipment & Services - 0.1%

Cooper Cameron Corp. 2.65% 4/15/07

$ 1,335,000

$ 1,311,525

Oil, Gas & Consumable Fuels - 1.9%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (c)

1,865,000

1,824,751

Delek & Avner Yam Tethys Ltd. 5.326% 8/1/13 (c)

2,037,568

1,984,652

Duke Capital LLC:

4.37% 3/1/09

2,045,000

1,994,278

7.5% 10/1/09

2,700,000

2,863,542

Enterprise Products Operating LP:

4% 10/15/07

2,775,000

2,728,588

4.625% 10/15/09

3,070,000

2,986,164

Kinder Morgan Energy Partners LP:

5.35% 8/15/07

1,400,000

1,387,211

6.3% 2/1/09

435,000

440,664

Pemex Project Funding Master Trust:

6.125% 8/15/08

4,535,000

4,553,140

9.125% 10/13/10

2,250,000

2,511,000

Petroleum Export Ltd.:

4.623% 6/15/10 (c)

1,346,667

1,327,288

4.633% 6/15/10 (c)

808,889

797,249

25,398,527

TOTAL ENERGY

26,710,052

FINANCIALS - 7.5%

Capital Markets - 0.5%

Bank of New York Co., Inc.:

3.4% 3/15/13 (f)

2,750,000

2,672,313

4.25% 9/4/12 (f)

1,285,000

1,272,787

Lehman Brothers Holdings E-Capital Trust I 6.1725% 8/19/65 (f)

1,030,000

1,034,147

Lehman Brothers Holdings, Inc. 4.25% 1/27/10

195,000

188,625

Merrill Lynch & Co., Inc. 3.7% 4/21/08

1,400,000

1,366,274

6,534,146

Commercial Banks - 0.5%

Bank One Corp. 6% 8/1/08

975,000

986,618

Corporacion Andina de Fomento yankee 7.25% 3/1/07

965,000

972,573

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

FINANCIALS - continued

Commercial Banks

Korea Development Bank:

3.875% 3/2/09

$ 2,700,000

$ 2,610,819

4.75% 7/20/09

1,500,000

1,477,844

6,047,854

Consumer Finance - 1.0%

American General Finance Corp. 4.5% 11/15/07

1,115,000

1,104,351

Household Finance Corp.:

4.125% 12/15/08

705,000

687,601

4.75% 5/15/09

1,563,000

1,545,424

6.4% 6/17/08

2,780,000

2,830,746

Household International, Inc. 5.836% 2/15/08

2,025,000

2,038,616

HSBC Finance Corp. 4.125% 3/11/08

3,435,000

3,378,920

MBNA Capital I 8.278% 12/1/26

1,200,000

1,254,895

12,840,553

Diversified Financial Services - 1.1%

Aspetuck Trust 5.7869% 10/16/06 (f)(i)

3,235,000

3,252,663

Bank of America Corp. 7.4% 1/15/11

275,000

296,771

CC Funding Trust I 6.9% 2/16/07

2,040,000

2,051,797

Iberbond 2004 PLC 4.826% 12/24/17 (i)

2,941,077

2,842,005

ICB OJSC 6.2% 9/29/15 (Issued by Or-ICB for ICB OJSC) (f)

370,000

365,619

ILFC E-Capital Trust I 5.9% 12/21/65 (c)(f)

1,755,000

1,754,621

J.P. Morgan & Co., Inc. 6.25% 1/15/09

1,075,000

1,094,303

Keycorp Institutional Capital B 8.25% 12/15/26

1,930,000

2,018,898

Prime Property Funding II 6.25% 5/15/07 (c)

1,000,000

1,001,270

14,677,947

Insurance - 0.6%

The Chubb Corp. 4.934% 11/16/07

4,000,000

3,979,024

The St. Paul Travelers Companies, Inc.:

5.01% 8/16/07

1,905,000

1,889,162

5.75% 3/15/07

1,070,000

1,071,883

Travelers Property Casualty Corp. 3.75% 3/15/08

530,000

516,058

7,456,127

Real Estate Investment Trusts - 2.8%

Arden Realty LP 8.5% 11/15/10

2,050,000

2,291,734

AvalonBay Communities, Inc. 5% 8/1/07

915,000

905,133

Brandywine Operating Partnership LP:

4.5% 11/1/09

2,445,000

2,369,193

5.625% 12/15/10

1,845,000

1,844,945

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Investment Trusts

BRE Properties, Inc.:

5.95% 3/15/07

$ 575,000

$ 576,676

7.2% 6/15/07

1,775,000

1,792,303

Camden Property Trust:

4.375% 1/15/10

1,385,000

1,343,284

5.875% 6/1/07

580,000

581,491

Colonial Properties Trust:

4.75% 2/1/10

1,330,000

1,291,221

7% 7/14/07

1,260,000

1,273,443

Developers Diversified Realty Corp.:

3.875% 1/30/09

2,410,000

2,323,669

5% 5/3/10

1,310,000

1,288,779

7% 3/19/07

2,095,000

2,111,163

Duke Realty LP 5.625% 8/15/11

390,000

390,554

iStar Financial, Inc. 6.55% 3/12/07 (f)

3,120,000

3,137,622

JDN Realty Corp. 6.95% 8/1/07

855,000

854,557

Simon Property Group LP:

4.6% 6/15/10

1,130,000

1,098,897

4.875% 8/15/10

3,260,000

3,193,408

5.6% 9/1/11

1,775,000

1,779,438

6.875% 11/15/06

3,785,000

3,793,043

Tanger Properties LP 9.125% 2/15/08

2,295,000

2,398,275

36,638,828

Real Estate Management & Development - 0.4%

Chelsea GCA Realty Partnership LP 7.25% 10/21/07

1,465,000

1,481,162

EOP Operating LP:

4.65% 10/1/10

1,250,000

1,207,954

6.763% 6/15/07

1,625,000

1,639,142

7.75% 11/15/07

1,650,000

1,691,253

6,019,511

Thrifts & Mortgage Finance - 0.6%

Countrywide Home Loans, Inc. 5.625% 5/15/07

745,000

745,690

Residential Capital Corp. 6.875% 6/29/07 (f)

3,960,000

3,980,279

Washington Mutual, Inc. 4.375% 1/15/08

2,700,000

2,665,076

7,391,045

TOTAL FINANCIALS

97,606,011

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

INDUSTRIALS - 1.6%

Air Freight & Logistics - 0.3%

Federal Express Corp. pass thru trust certificates 7.53% 9/23/06

$ 33,276

$ 33,294

FedEx Corp. 5.5% 8/15/09

3,900,000

3,920,023

3,953,317

Airlines - 1.2%

America West Airlines pass thru certificates 7.33% 7/2/08

2,096,702

2,107,185

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

460,792

466,793

6.978% 10/1/12

102,074

104,752

7.024% 4/15/11

2,000,000

2,052,500

Continental Airlines, Inc. pass thru trust certificates:

6.32% 11/1/08

4,015,000

4,036,591

7.056% 3/15/11

355,000

365,967

United Airlines pass thru certificates:

6.071% 9/1/14

1,338,200

1,338,200

6.201% 3/1/10

1,084,358

1,085,713

6.602% 9/1/13

2,602,217

2,601,864

7.186% 10/1/12

2,000,000

2,040,000

16,199,565

Commercial Services & Supplies - 0.1%

R.R. Donnelley & Sons Co. 3.75% 4/1/09

1,265,000

1,196,198

TOTAL INDUSTRIALS

21,349,080

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.5%

Motorola, Inc. 4.608% 11/16/07

6,000,000

5,945,376

MATERIALS - 0.2%

Containers & Packaging - 0.1%

Sealed Air Corp. 6.95% 5/15/09 (c)

855,000

884,669

Paper & Forest Products - 0.1%

International Paper Co. 4.25% 1/15/09

1,465,000

1,429,500

TOTAL MATERIALS

2,314,169

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 3.4%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,765,000

1,789,491

AT&T Corp. 6% 3/15/09

3,720,000

3,766,891

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services

BellSouth Corp. 4.2% 9/15/09

$ 1,775,000

$ 1,715,875

Deutsche Telekom International Finance BV 5.375% 3/23/11

4,000,000

3,958,976

Sprint Capital Corp. 6% 1/15/07

3,240,000

3,244,021

Telecom Italia Capital SA:

4% 11/15/08

3,690,000

3,575,533

4% 1/15/10

3,450,000

3,278,073

Telefonica Emisiones SAU 5.984% 6/20/11

5,000,000

5,074,360

Telefonos de Mexico SA de CV:

4.5% 11/19/08

3,260,000

3,186,314

4.75% 1/27/10

3,355,000

3,256,028

TELUS Corp. yankee 7.5% 6/1/07

4,220,000

4,278,662

Verizon Global Funding Corp.:

6.125% 6/15/07

2,140,000

2,149,810

7.25% 12/1/10

4,205,000

4,486,899

43,760,933

Wireless Telecommunication Services - 0.6%

America Movil SA de CV 4.125% 3/1/09

3,925,000

3,788,021

Vodafone Group PLC 5.5% 6/15/11

4,000,000

3,977,276

7,765,297

TOTAL TELECOMMUNICATION SERVICES

51,526,230

UTILITIES - 4.0%

Electric Utilities - 2.1%

American Electric Power Co., Inc. 4.709% 8/16/07

3,685,000

3,661,689

Entergy Corp. 7.75% 12/15/09 (c)

2,500,000

2,654,250

Exelon Corp. 4.45% 6/15/10

3,750,000

3,614,288

FirstEnergy Corp. 5.5% 11/15/06

3,058,000

3,057,465

Monongahela Power Co. 5% 10/1/06

2,015,000

2,013,712

Pepco Holdings, Inc.:

4% 5/15/10

1,125,000

1,065,531

5.5% 8/15/07

3,995,000

3,993,074

Progress Energy, Inc.:

5.85% 10/30/08

1,025,000

1,033,149

7.1% 3/1/11

4,645,000

4,955,281

Southwestern Public Service Co. 5.125% 11/1/06

650,000

649,585

TXU Energy Co. LLC 6.125% 3/15/08

935,000

942,075

27,640,099

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

UTILITIES - continued

Gas Utilities - 0.1%

NiSource Finance Corp. 3.2% 11/1/06

$ 1,085,000

$ 1,080,951

Independent Power Producers & Energy Traders - 0.7%

Constellation Energy Group, Inc.:

6.125% 9/1/09

3,035,000

3,086,301

6.35% 4/1/07

3,025,000

3,037,403

Duke Capital LLC 4.331% 11/16/06

1,630,000

1,625,457

TXU Corp. 4.8% 11/15/09

1,500,000

1,440,000

9,189,161

Multi-Utilities - 1.1%

Dominion Resources, Inc. 4.125% 2/15/08

2,610,000

2,563,336

DTE Energy Co. 5.63% 8/16/07

2,965,000

2,965,789

MidAmerican Energy Holdings, Inc. 4.625% 10/1/07

705,000

699,017

NiSource, Inc. 3.628% 11/1/06

1,565,000

1,560,203

PSEG Funding Trust I 5.381% 11/16/07

3,575,000

3,565,798

Sempra Energy:

4.621% 5/17/07

2,495,000

2,480,082

4.75% 5/15/09

1,055,000

1,038,523

14,872,748

TOTAL UTILITIES

52,782,959

TOTAL NONCONVERTIBLE BONDS

(Cost $306,519,014)

304,187,442

U.S. Government and Government Agency Obligations - 16.7%

U.S. Government Agency Obligations - 6.1%

Fannie Mae:

3.25% 8/15/08

6,089,000

5,880,464

3.25% 2/15/09

13,000,000

12,464,348

Freddie Mac:

2.7% 3/16/07

14,000,000

13,800,276

3.875% 6/15/08

48,063,000

47,084,197

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

79,229,285

U.S. Treasury Inflation Protected Obligations - 0.9%

U.S. Treasury Inflation-Indexed Notes 3.875% 1/15/09

11,752,640

12,147,420

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - 9.7%

U.S. Treasury Bonds 12% 8/15/13

$ 10,526,000

$ 11,937,968

U.S. Treasury Notes:

3.375% 2/15/08 (b)

40,000,000

39,165,640

3.75% 5/15/08 (e)

64,895,000

63,759,330

4.375% 11/15/08 (b)

12,000,000

11,902,968

TOTAL U.S. TREASURY OBLIGATIONS

126,765,906

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $220,558,355)

218,142,611

U.S. Government Agency - Mortgage Securities - 10.6%

Fannie Mae - 8.3%

4.994% 11/1/35 (f)

9,913,528

9,828,435

3.738% 10/1/33 (f)

188,896

184,778

3.744% 1/1/35 (f)

263,401

259,079

3.748% 12/1/34 (f)

184,915

181,743

3.75% 1/1/34 (f)

163,953

160,214

3.757% 10/1/33 (f)

168,195

164,730

3.788% 6/1/34 (f)

777,795

757,221

3.796% 12/1/34 (f)

38,966

38,332

3.81% 6/1/33 (f)

140,987

138,679

3.82% 10/1/33 (f)

1,986,756

1,947,468

3.834% 1/1/35 (f)

472,521

464,426

3.838% 4/1/33 (f)

502,840

494,941

3.846% 1/1/35 (f)

154,764

152,234

3.851% 10/1/33 (f)

4,239,809

4,165,059

3.866% 1/1/35 (f)

290,315

286,301

3.88% 6/1/33 (f)

703,965

692,778

3.898% 10/1/34 (f)

198,257

196,449

3.905% 12/1/34 (f)

156,781

154,847

3.938% 6/1/34 (f)

1,204,371

1,177,337

3.938% 11/1/34 (f)

327,101

324,075

3.941% 5/1/34 (f)

45,477

45,732

3.952% 1/1/35 (f)

200,449

198,544

3.954% 12/1/34 (f)

157,368

156,115

3.955% 12/1/34 (f)

1,081,473

1,070,216

3.957% 5/1/33 (f)

63,652

62,714

3.992% 1/1/35 (f)

127,627

126,324

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

3.996% 12/1/34 (f)

$ 113,852

$ 112,773

3.996% 12/1/34 (f)

189,767

187,735

3.998% 2/1/35 (f)

143,790

142,008

4.022% 1/1/35 (f)

292,993

289,944

4.029% 1/1/35 (f)

75,382

74,446

4.034% 10/1/18 (f)

139,718

137,509

4.037% 1/1/35 (f)

127,593

125,969

4.041% 2/1/35 (f)

146,769

144,972

4.052% 12/1/34 (f)

287,035

285,344

4.058% 1/1/35 (f)

280,301

276,854

4.079% 2/1/35 (f)

263,166

260,116

4.082% 4/1/33 (f)

57,544

56,928

4.083% 2/1/35 (f)

90,203

89,208

4.086% 2/1/35 (f)

100,838

99,663

4.094% 11/1/34 (f)

225,136

222,819

4.102% 2/1/35 (f)

505,752

501,412

4.108% 1/1/35 (f)

301,988

298,528

4.114% 1/1/35 (f)

293,664

291,096

4.116% 2/1/35 (f)

350,533

346,558

4.126% 1/1/35 (f)

502,865

497,488

4.14% 7/1/34 (f)

797,675

782,322

4.143% 2/1/35 (f)

252,894

250,123

4.144% 1/1/35 (f)

450,206

446,940

4.156% 1/1/35 (f)

535,619

533,017

4.162% 10/1/34 (f)

396,409

394,794

4.171% 1/1/35 (f)

366,524

357,688

4.181% 10/1/34 (f)

439,607

437,604

4.181% 11/1/34 (f)

65,328

65,100

4.187% 1/1/35 (f)

247,824

245,855

4.202% 1/1/35 (f)

147,941

146,839

4.25% 1/1/34 (f)

252,711

248,858

4.25% 2/1/34 (f)

199,036

195,966

4.25% 2/1/35 (f)

176,269

172,407

4.272% 3/1/35 (f)

160,811

159,143

4.274% 2/1/35 (f)

88,018

87,419

4.275% 8/1/33 (f)

332,957

329,581

4.282% 7/1/34 (f)

132,138

132,174

4.287% 12/1/34 (f)

94,550

93,449

4.29% 6/1/33 (f)

95,880

94,959

4.294% 1/1/34 (f)

1,193,984

1,177,356

4.296% 10/1/33 (f)

71,822

70,926

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

4.3% 1/1/34 (f)

$ 230,075

$ 226,782

4.3% 10/1/34 (f)

55,213

54,860

4.306% 5/1/35 (f)

222,729

220,650

4.31% 3/1/33 (f)

202,164

200,277

4.313% 3/1/33 (f)

92,216

90,144

4.327% 3/1/35 (f)

378,544

374,893

4.337% 9/1/34 (f)

510,089

505,705

4.346% 10/1/34 (f)

574,823

571,310

4.349% 1/1/35 (f)

518,761

514,868

4.35% 1/1/35 (f)

181,719

177,943

4.351% 9/1/34 (f)

222,602

222,350

4.356% 4/1/35 (f)

98,633

97,705

4.362% 2/1/34 (f)

394,485

389,255

4.39% 12/1/34 (f)

805,514

799,075

4.391% 11/1/34 (f)

452,676

448,494

4.393% 10/1/34 (f)

923,664

908,874

4.394% 5/1/35 (f)

489,113

485,468

4.396% 2/1/35 (f)

262,797

257,557

4.401% 10/1/34 (f)

1,751,452

1,738,319

4.406% 10/1/34 (f)

698,890

695,837

4.423% 10/1/34 (f)

793,568

791,954

4.426% 1/1/35 (f)

206,136

204,518

4.438% 3/1/35 (f)

239,367

234,688

4.456% 8/1/34 (f)

520,298

513,974

4.464% 5/1/35 (f)

140,985

139,754

4.481% 5/1/35 (f)

1,380,379

1,375,626

4.494% 1/1/35 (f)

220,625

218,600

4.497% 8/1/34 (f)

342,014

344,808

4.514% 10/1/35 (f)

90,811

89,924

4.515% 8/1/35 (f)

398,321

394,716

4.532% 2/1/35 (f)

1,066,707

1,059,441

4.537% 7/1/34 (f)

208,347

207,465

4.539% 7/1/35 (f)

597,126

592,096

4.54% 2/1/35 (f)

155,324

154,197

4.554% 1/1/35 (f)

334,992

332,883

4.554% 2/1/35 (f)

107,759

107,077

4.557% 7/1/35 (f)

490,701

486,859

4.56% 9/1/34 (f)

606,311

608,878

4.567% 6/1/35 (f)

560,938

556,780

4.584% 2/1/35 (f)

718,257

706,503

4.601% 8/1/34 (f)

198,611

197,179

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

4.601% 2/1/35 (f)

$ 742,975

$ 735,638

4.643% 1/1/33 (f)

105,699

105,381

4.645% 3/1/35 (f)

74,959

74,538

4.661% 3/1/35 (f)

1,317,916

1,310,581

4.703% 6/1/35 (f)

1,383,729

1,376,380

4.704% 9/1/34 (f)

57,376

57,229

4.708% 10/1/32 (f)

34,710

34,560

4.713% 2/1/33 (f)

31,413

31,631

4.727% 7/1/34 (f)

505,543

501,115

4.729% 10/1/34 (f)

614,942

609,036

4.732% 10/1/32 (f)

47,799

48,449

4.736% 1/1/35 (f)

24,373

24,249

4.778% 12/1/34 (f)

172,921

171,293

4.803% 12/1/32 (f)

235,390

235,491

4.808% 8/1/34 (f)

168,396

168,297

4.815% 5/1/33 (f)

9,079

9,038

4.817% 2/1/33 (f)

248,470

247,531

4.818% 11/1/34 (f)

505,708

501,296

4.832% 10/1/35 (f)

680,349

677,417

4.855% 10/1/35 (f)

442,503

438,262

4.86% 1/1/35 (f)

3,177,844

3,152,995

4.876% 7/1/34 (f)

726,679

722,201

4.921% 2/1/35 (f)

1,703,251

1,688,861

4.96% 8/1/34 (f)

1,630,809

1,623,517

4.989% 12/1/32 (f)

16,796

16,846

4.99% 11/1/32 (f)

127,385

127,904

4.995% 2/1/35 (f)

63,799

63,642

5% 3/1/18 to 6/1/18

3,178,123

3,123,267

5.007% 9/1/34 (f)

2,281,067

2,271,622

5.01% 7/1/34 (f)

85,315

85,042

5.021% 4/1/35 (f)

522,781

521,612

5.037% 11/1/34 (f)

38,177

38,278

5.091% 5/1/35 (f)

1,066,485

1,065,485

5.096% 1/1/34 (f)

151,796

152,099

5.1% 9/1/34 (f)

182,514

182,103

5.108% 5/1/35 (f)

493,368

493,103

5.15% 1/1/36 (f)

1,505,530

1,503,608

5.177% 5/1/35 (f)

647,670

645,193

5.185% 8/1/33 (f)

240,551

240,862

5.196% 6/1/35 (f)

745,429

745,853

5.205% 3/1/35 (f)

100,805

100,505

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

5.269% 7/1/35 (f)

$ 91,542

$ 91,612

5.359% 12/1/34 (f)

275,859

276,375

5.5% 7/1/13 to 5/1/25

16,789,534

16,720,320

5.513% 5/1/36 (f)

993,509

998,640

6.5% 2/1/08 to 3/1/35

10,766,630

10,973,853

7% 3/1/08 to 6/1/32

1,119,929

1,145,387

7.5% 5/1/12 to 10/1/14

98,714

103,015

11.5% 11/1/15

53,609

57,866

TOTAL FANNIE MAE

108,880,025

Freddie Mac - 2.2%

4.043% 12/1/34 (f)

172,729

170,118

4.097% 12/1/34 (f)

252,519

249,014

4.124% 1/1/35 (f)

753,190

742,668

4.256% 3/1/35 (f)

228,549

225,537

4.298% 5/1/35 (f)

403,150

398,438

4.301% 12/1/34 (f)

266,623

260,102

4.319% 10/1/34 (f)

403,061

400,308

4.326% 2/1/35 (f)

488,011

482,125

4.38% 2/1/35 (f)

265,475

259,266

4.407% 8/1/35 (f)

4,207,766

4,152,184

4.438% 2/1/34 (f)

234,059

230,544

4.443% 3/1/35 (f)

255,929

250,243

4.454% 6/1/35 (f)

370,496

366,012

4.458% 3/1/35 (f)

280,916

274,752

4.546% 2/1/35 (f)

414,682

406,189

4.742% 3/1/33 (f)

82,785

82,251

4.773% 10/1/32 (f)

29,082

29,384

4.93% 9/1/35 (f)

953,610

941,103

4.93% 11/1/35 (f)

988,262

981,945

5.003% 4/1/35 (f)

1,208,767

1,203,476

5.251% 1/1/36 (f)

1,032,540

1,030,417

5.305% 6/1/35 (f)

758,425

755,412

5.5% 9/1/21 (d)

7,571,204

7,542,539

5.5% 7/1/23 to 4/1/24

4,179,025

4,132,802

5.504% 8/1/33 (f)

115,838

116,547

5.619% 12/1/35 (f)

1,688,274

1,697,184

5.652% 4/1/32 (f)

43,079

43,555

5.888% 6/1/35 (f)

451,485

455,377

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Freddie Mac - continued

8.5% 5/1/26 to 7/1/28

$ 187,295

$ 201,996

12% 11/1/19

14,200

15,905

TOTAL FREDDIE MAC

28,097,393

Government National Mortgage Association - 0.1%

4.25% 7/20/34 (f)

678,506

670,402

7% 1/15/25 to 6/15/32

925,358

960,343

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

1,630,745

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $139,701,862)

138,608,163

Asset-Backed Securities - 20.7%

Accredited Mortgage Loan Trust:

Series 2003-2 Class A1, 4.23% 10/25/33

860,731

831,241

Series 2003-3 Class A1, 4.46% 1/25/34

866,279

827,688

Series 2004-2 Class A2, 5.6244% 7/25/34 (f)

892,844

895,771

Series 2004-4 Class A2D, 5.6744% 1/25/35 (f)

453,618

455,157

ACE Securities Corp. Series 2003-HE1:

Class M1, 5.9744% 11/25/33 (f)

405,273

406,778

Class M2, 7.0244% 11/25/33 (f)

270,000

272,786

Aesop Funding II LLC Series 2005-1A Class A1, 3.95% 4/20/08 (c)

2,000,000

1,959,079

American Express Credit Account Master Trust Series 2004-C Class C, 5.83% 2/15/12 (c)(f)

1,627,367

1,631,240

AmeriCredit Automobile Receivables Trust:

Series 2004-1:

Class B, 3.7% 1/6/09

150,000

149,081

Class C, 4.22% 7/6/09

155,000

152,982

Class D, 5.07% 7/6/10

1,105,000

1,095,842

Series 2004-CA Class A4, 3.61% 5/6/11

630,000

616,909

Series 2005-1 Class D, 5.04% 5/6/11

2,500,000

2,468,653

Series 2005-CF Class A4, 4.63% 6/6/12

2,895,000

2,864,206

Series 2005-DA Class A4, 5.02% 11/6/12

4,150,000

4,137,758

Series 2006-1 Class D, 5.49% 4/6/12

1,115,000

1,113,265

Series 2006-RM Class A1, 5.37% 10/6/09

3,000,000

3,001,882

Ameriquest Mortgage Securities, Inc.:

Series 2004-R10 Class M1, 6.0244% 11/25/34 (f)

1,370,000

1,378,307

Series 2004-R11 Class M1, 5.9844% 11/25/34 (f)

2,040,000

2,053,454

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Ameriquest Mortgage Securities, Inc.: - continued

Series 2004-R9:

Class M2, 5.9744% 10/25/34 (f)

$ 1,515,000

$ 1,526,126

Class M4, 6.4944% 10/25/34 (f)

1,945,000

1,970,323

Amortizing Residential Collateral Trust Series 2002-BC3 Class A, 5.6544% 6/25/32 (f)

174,015

174,612

ARG Funding Corp. Series 2005-1A Class A1, 4.02% 4/20/09 (c)

4,100,000

4,024,404

Argent Securities, Inc.:

Series 2003-W3 Class M2, 7.1244% 9/25/33 (f)

3,100,000

3,133,440

Series 2003-W7:

Class A2, 5.7144% 3/1/34 (f)

191,833

192,197

Class M1, 6.0144% 3/1/34 (f)

2,500,000

2,518,329

Series 2003-W9 Class M1, 6.0144% 3/25/34 (f)

1,800,000

1,810,202

Series 2004-W5 Class M1, 5.9244% 4/25/34 (f)

830,000

831,046

Series 2004-W9 Class M3, 6.9244% 6/26/34 (f)

2,230,000

2,267,775

Arran Funding Ltd. Series 2005-A Class C, 5.65% 12/15/10 (f)

3,530,000

3,534,413

Asset Backed Funding Certificates Series 2004-HE1 Class M2, 6.4744% 1/25/34 (f)

485,000

493,196

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE7 Class A3, 5.69% 12/15/33 (f)

146,940

147,400

Series 2004-HE3 Class M2, 6.4444% 6/25/34 (f)

700,000

707,145

Series 2004-HE6 Class A2, 5.6844% 6/25/34 (f)

1,564,777

1,568,670

Series 2005-HE2:

Class M1, 5.7744% 3/25/35 (f)

1,830,000

1,840,378

Class M2, 5.8244% 3/25/35 (f)

460,000

463,500

Series 2005-HE3 Class A4, 5.5244% 4/25/35 (f)

2,471,410

2,472,324

Bayview Financial Acquisition Trust Series 2004-C Class A1, 5.7481% 5/28/44 (f)

1,199,521

1,201,438

Bayview Financial Asset Trust Series 2003-F Class A, 5.8281% 9/28/43 (f)

1,006,973

1,007,330

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 5.7781% 2/28/44 (f)

741,351

742,814

Bear Stearns Asset Backed Securities, Inc.:

Series 2004-BO1:

Class M2, 6.0744% 9/25/34 (f)

794,000

803,547

Class M3, 6.3744% 9/25/34 (f)

540,000

546,411

Class M4, 6.5244% 9/25/34 (f)

460,000

467,947

Class M5, 6.7244% 9/25/34 (f)

435,000

443,048

Series 2004-HE8:

Class M1, 5.9744% 9/25/34 (f)

1,800,000

1,811,084

Class M2, 6.5244% 9/25/34 (f)

890,000

894,695

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

BMW Vehicle Owner Trust Series 2005-A Class B, 4.42% 4/25/11

$ 1,035,000

$ 1,021,218

Capital Auto Receivables Asset Trust:

Series 2005-1 Class B, 5.705% 6/15/10 (f)

1,240,000

1,245,613

Series 2006-1 Class B, 5.26% 10/15/10

500,000

498,376

Series 2006-SN1A:

Class B, 5.5% 4/20/10 (c)

215,000

215,403

Class C, 5.77% 5/20/10 (c)

205,000

205,432

Class D, 6.15% 4/20/11 (c)

345,000

345,674

Capital One Auto Finance Trust:

Series 2005-BSS:

Class B, 4.32% 5/15/10

1,430,000

1,409,140

Series D, 4.8% 9/15/12

1,220,000

1,201,130

Series 2006-B Class A3A, 5.45% 2/15/11

2,500,000

2,510,550

Capital One Master Trust:

Series 2001-1 Class B, 5.84% 12/15/10 (f)

1,700,000

1,706,981

Series 2001-6 Class C, 6.7% 6/15/11 (c)

3,200,000

3,278,250

Capital One Prime Auto Receivable Trust Series 2005-1 Class B, 4.58% 8/15/12

1,850,000

1,816,342

Capital Trust Ltd. Series 2004-1:

Class A2, 5.775% 7/20/39 (c)(f)

645,000

644,998

Class B, 6.075% 7/20/39 (c)(f)

340,000

339,998

Class C, 6.425% 7/20/39 (c)(f)

435,000

434,998

Carmax Auto Owner Trust Series 2006-1 Class C, 5.76% 11/15/12

6,935,000

6,973,228

Carrington Mortgage Loan Trust Series 2006-NC3 Class M10, 7.37% 8/25/36 (c)(f)

185,000

165,951

Caterpillar Financial Asset Trust Series 2006-A Class A3, 5.57% 5/25/10

2,700,000

2,699,750

CDC Mortgage Capital Trust Series 2002-HE2 Class M1, 6.3744% 1/25/33 (f)

835,059

835,463

Chase Credit Card Master Trust Series 2003-6 Class B, 5.68% 2/15/11 (f)

2,150,000

2,163,606

Chase Credit Card Owner Trust Series 2004-1 Class B, 5.53% 5/15/09 (f)

875,000

874,996

Chase Issuance Trust:

Series 2004-C3 Class C3, 5.8% 6/15/12 (f)

3,305,000

3,324,123

Series 2006-C3 Class C3, 5.56% 6/15/11 (f)

2,905,000

2,905,000

CIT Equipment Collateral Trust Series 2006-VT1:

Class A3, 5.13% 12/21/08

2,870,000

2,867,477

Class B, 5.23% 2/20/13

926,212

924,969

Class D, 5.48% 2/20/13

1,031,384

1,029,479

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Citibank Credit Card Issuance Trust:

Series 2002-C1 Class C1, 6.47% 2/9/09 (f)

$ 3,000,000

$ 3,010,732

Series 2003-C1 Class C1, 6.5888% 4/7/10 (f)

2,600,000

2,637,976

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 5.7344% 12/25/33 (c)(f)

1,147,534

1,147,534

CNH Equipment Trust Series 2005-B Class B, 4.57% 7/16/12

830,000

804,357

College Loan Corp. Trust I Series 2006-1 Class AIO, 10% 7/25/08 (h)

5,690,000

1,065,986

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class M2, 7.3225% 9/25/32 (f)

1,087,165

1,091,582

Series 2004-2:

Class 3A4, 5.5744% 7/25/34 (f)

382,613

382,798

Class M1, 5.8244% 5/25/34 (f)

1,075,000

1,079,180

Series 2004-3 Class 3A4, 5.5744% 8/25/34 (f)

728,944

730,961

Series 2004-4:

Class A, 5.6944% 8/25/34 (f)

166,123

166,298

Class M1, 5.8044% 7/25/34 (f)

775,000

779,610

Class M2, 5.8544% 6/25/34 (f)

920,000

924,653

CPS Auto Receivables Trust Series 2006-B Class A3, 5.73% 6/15/16 (c)

1,244,997

1,254,334

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A Class C, 5.074% 6/15/35 (c)

974,000

959,797

CS First Boston Mortgage Securities Corp.:

Series 2004-FRE1 Class B1, 7.1244% 4/25/34 (f)

1,295,000

1,295,437

Series 2005-FIX1 Class A2, 4.31% 5/25/35

2,090,000

2,054,737

Discover Card Master Trust I Series 2003-4 Class B1, 5.66% 5/16/11 (f)

1,775,000

1,783,885

Diversified REIT Trust Series 2000-1A:

Class A2, 6.971% 3/8/10 (c)

1,430,774

1,462,575

Class E, 6.971% 3/8/10 (c)

865,000

896,292

Drive Auto Receivables Trust:

Series 2005-1 Class A3, 3.75% 4/15/09 (c)

1,010,528

1,003,238

Series 2005-3 Class A3, 4.99% 10/15/10 (c)

2,665,000

2,650,701

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5:

Class AB1, 5.3867% 5/28/35 (f)

516,196

516,115

Class AB3, 5.5252% 5/28/35 (f)

190,501

190,531

Fieldstone Mortgage Investment Corp. Series 2006-2:

Class 2A2, 5.4944% 7/25/36 (f)

1,240,000

1,239,986

Class M1, 5.6344% 7/25/36 (f)

2,480,000

2,480,882

First Franklin Mortgage Loan Trust Series 2006-FF4N Class N1, 5.5% 3/25/36 (c)

586,271

584,931

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

First Investors Auto Owner Trust Series 2006-A Class A3, 4.93% 2/15/11 (c)

$ 1,220,000

$ 1,212,131

Ford Credit Auto Owner Trust:

Series 2005-A:

Class A4, 3.72% 10/15/09

4,100,000

4,017,068

Class B, 3.88% 1/15/10

590,000

575,409

Series 2006-B Class C, 5.68% 6/15/12

2,040,000

2,044,759

Fremont Home Loan Trust:

Series 2004-1:

Class M1, 5.7744% 2/25/34 (f)

93,578

93,692

Class M2, 5.8244% 2/25/34 (f)

150,000

150,238

Series 2004-C:

Class M1, 5.9744% 8/25/34 (f)

1,120,000

1,129,761

Class M3, 6.4744% 8/25/34 (f)

3,000,000

3,041,042

Series 2004-D:

Class M4, 6.2744% 11/25/34 (f)

295,000

297,457

Class M5, 6.3244% 11/25/34 (f)

245,000

247,143

Series 2005-A Class 2A2, 5.5644% 2/25/35 (f)

1,692,145

1,693,348

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (c)

1,440,000

1,424,531

GE Business Loan Trust:

Series 2004-2 Class A, 0.8454% 12/15/08 (c)(h)

74,358,997

907,447

Series 2005-2 Class IO, 0.5242% 9/15/17 (c)(h)

134,240,000

1,295,416

Greenpoint Credit LLC Series 2001-1 Class 1A, 5.665% 4/20/32 (f)

580,989

580,913

GSAMP Trust:

Series 2002-NC1 Class A2, 5.6444% 7/25/32 (f)

4,389

4,445

Series 2003-HE2 Class M1, 5.9744% 8/25/33 (f)

650,000

652,808

Series 2005-MTR1 Class A1, 5.4644% 10/25/35 (f)

2,175,405

2,175,405

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 6.4044% 5/25/30 (c)(f)

4,180,000

4,180,000

Harwood Street Funding I LLC Series 2004-1A Class CTFS, 7.325% 9/20/09 (c)(f)

4,400,000

4,406,024

Home Equity Asset Trust:

Series 2002-2 Class A4, 5.6744% 6/25/32 (f)

5,664

5,667

Series 2003-3 Class A4, 5.7844% 2/25/33 (f)

493

493

Series 2003-5 Class A2, 5.6744% 12/25/33 (f)

39,981

40,108

Series 2003-7 Class A2, 5.7044% 3/25/34 (f)

196,029

196,114

Series 2003-8 Class M1, 6.0444% 4/25/34 (f)

845,000

852,875

Series 2004-1 Class M2, 6.5244% 6/25/34 (f)

655,000

661,287

Series 2004-2 Class A2, 5.6144% 7/25/34 (f)

82,049

82,082

Series 2004-3:

Class M1, 5.8944% 8/25/34 (f)

425,000

426,801

Class M2, 6.5244% 8/25/34 (f)

465,000

470,963

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Home Equity Asset Trust: - continued

Series 2004-6 Class A2, 5.6744% 12/25/34 (f)

$ 904,647

$ 906,315

Household Automotive Trust Series 2004-1 Class A4, 3.93% 7/18/11

1,170,000

1,146,231

Household Home Equity Loan Trust Series 2003-2 Class M, 5.905% 9/20/33 (f)

145,013

145,096

Household Mortgage Loan Trust Series 2004-HC1 Class A, 5.675% 2/20/34 (f)

371,679

371,887

Household Private Label Credit Card Master Note Trust I Series 2002-2 Class B, 5.88% 1/18/11 (f)

1,000,000

1,002,137

HSBC Automotive Trust:

Series 2006-1 Class A3, 5.43% 6/17/11

2,100,000

2,110,361

Series 2006-2 Class A4, 5.67% 6/17/13

3,500,000

3,549,350

HSBC Home Equity Loan Trust:

Series 2005-2:

Class M1, 5.785% 1/20/35 (f)

370,016

370,839

Class M2, 5.815% 1/20/35 (f)

277,512

278,491

Series 2005-3 Class A1, 5.585% 1/20/35 (f)

2,268,614

2,270,704

Hyundai Auto Receivables Trust Series 2005-A:

Class B, 4.2% 2/15/12

1,115,000

1,091,772

Class C, 4.22% 2/15/12

185,000

181,729

John Deere Owner Trust Series 2006-A Class A3, 5.38% 7/15/10

3,260,000

3,272,137

Lancer Funding Ltd. Series 2006-1A Class A3, 7.1856% 4/6/46 (c)(f)

995,181

997,669

Marriott Vacation Club Owner Trust:

Series 2005-2 Class A, 5.25% 10/20/27 (c)

1,068,635

1,058,950

Series 2006-1A:

Class B, 5.827% 4/20/28 (c)

284,939

287,482

Class C, 6.125% 4/20/28 (c)

284,939

287,457

MASTR Asset Backed Securities Trust Series 2004-FRE1 Class M1, 5.8744% 7/25/34 (f)

843,935

845,836

MBNA Credit Card Master Note Trust:

Series 2002-B1 Class B1, 5.15% 7/15/09

1,025,000

1,023,528

Series 2002-B2 Class B2, 5.71% 10/15/09 (f)

3,600,000

3,607,784

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 5.8369% 9/15/10 (f)

1,500,000

1,506,900

Series 1998-G Class B, 5.73% 2/17/09 (f)

1,550,000

1,550,143

Series 2000-L Class B, 5.83% 4/15/10 (f)

650,000

652,609

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 5.8244% 7/25/34 (f)

402,448

403,227

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-OPT1 Class M1, 5.9744% 7/25/34 (f)

1,145,000

1,151,663

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Merrill Lynch Mortgage Investors, Inc.: - continued

Series 2004-CB6 Class A1, 5.6544% 7/25/35 (f)

$ 202,853

$ 203,183

Series 2004-FM1 Class M2, 6.4744% 1/25/35 (f)

300,000

301,411

Morgan Stanley ABS Capital I, Inc.:

Series 2004-HE6 Class A2, 5.6644% 8/25/34 (f)

749,815

751,715

Series 2004-NC6 Class A2, 5.6644% 7/25/34 (f)

166,133

166,274

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC1 Class M2, 6.9294% 10/25/31 (f)

23,290

23,312

Series 2002-AM3 Class A3, 5.8144% 2/25/33 (f)

79,980

80,147

Series 2002-HE2 Class M1, 6.0244% 8/25/32 (f)

1,150,000

1,166,214

Series 2002-NC1 Class M1, 6.5244% 2/25/32 (c)(f)

616,912

633,876

Series 2003-NC1 Class M1, 6.3744% 11/25/32 (f)

500,739

501,803

National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (c)(f)(h)

1,725,000

465,481

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (h)

1,885,000

789,627

Series 2005-2 Class AIO, 7.73% 3/25/12 (h)

1,265,000

312,746

Series 2005-3W Class AIO1, 4.8% 7/25/12 (h)

4,090,000

685,648

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (h)

900,000

188,121

Navistar Financial Corp. Owner Trust Series 2005-A Class A4, 4.43% 1/15/14

1,165,000

1,141,649

Nissan Auto Lease Trust Series 2005-A Class A3, 4.7% 10/15/08

3,120,000

3,101,755

Nissan Auto Receivables Owner Trust Series 2005-A Class A4, 3.82% 7/15/10

1,210,000

1,183,757

Northstar Education Finance, Inc., Delaware Series 2005-1 Class A5, 4.74% 10/30/45

1,695,000

1,665,115

Onyx Acceptance Owner Trust Series 2005-A Class A3, 3.69% 5/15/09

774,483

767,829

Ownit Mortgage Loan Asset-Backed Certificates Series 2005-4 Class A2A1, 5.4444% 8/25/36 (f)

1,869,999

1,870,273

Park Place Securities, Inc.:

Series 2004 WWF1 Class M4, 6.4244% 1/25/35 (f)

1,905,000

1,930,095

Series 2004-WCW1:

Class M1, 5.9544% 9/25/34 (f)

640,000

647,739

Class M2, 6.0044% 9/25/34 (f)

380,000

383,384

Class M3, 6.5744% 9/25/34 (f)

730,000

738,580

Class M4, 6.7744% 9/25/34 (f)

1,000,000

1,011,321

Series 2004-WCW2 Class A2, 5.7044% 10/25/34 (f)

432,395

432,858

Series 2004-WHQ2 Class A3E, 5.7444% 2/25/35 (f)

777,772

779,808

Residential Asset Mortgage Products, Inc.:

Series 2003-RZ2 Class A1, 3.6% 4/25/33

344,302

335,643

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Residential Asset Mortgage Products, Inc.: - continued

Series 2004-RS10 Class MII2, 6.5744% 10/25/34 (f)

$ 2,600,000

$ 2,650,737

Series 2005-SP2 Class 1A1, 5.4744% 5/25/44 (f)

1,132,632

1,132,867

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-UP1 Class A, 3.45% 4/25/32 (c)

471,486

453,068

Saxon Asset Securities Trust Series 2004-2 Class MV1, 5.9044% 8/25/35 (f)

980,000

983,043

SBA CMBS Trust Series 2005-1A:

Class D, 6.219% 11/15/35 (c)

1,370,000

1,380,825

Class E, 6.706% 11/15/35 (c)

365,000

363,545

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1:

Class A2, 5.5744% 2/25/34 (f)

274,036

274,034

Class M1, 5.8444% 2/25/34 (f)

610,000

612,048

Sierra Timeshare Receivables Fund LLC Series 2006-1A:

Class A1, 5.84% 5/20/18 (c)

1,850,726

1,872,442

Class A2, 5.475% 5/20/18 (c)(f)

5,221,371

5,221,345

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 5.11% 6/15/21 (f)

1,800,000

1,810,229

Series 2004-A:

Class B, 5.9094% 6/15/33 (f)

400,000

405,240

Class C, 6.2794% 6/15/33 (f)

1,020,000

1,032,353

Series 2004-B Class C, 5.78% 9/15/33 (f)

1,900,000

1,902,831

SLMA Student Loan Trust Series 2005-7 Class A3, 4.41% 7/25/25

2,500,000

2,464,850

Structured Asset Securities Corp. Series 2005-5N Class 3A1A, 5.6244% 11/25/35 (f)

2,528,138

2,530,281

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 5.78% 3/15/11 (c)(f)

2,520,000

2,520,000

Superior Wholesale Inventory Financing Trust XII Series 2005-A12 Class C, 6.53% 6/15/10 (f)

1,405,000

1,407,587

Terwin Mortgage Trust Series 2003-4HE Class A1, 5.7544% 9/25/34 (f)

153,894

154,577

Volkswagen Auto Lease Trust:

Series 2004-A Class A3, 2.84% 7/20/07

478,472

477,650

Series 2005-A Class A4, 3.94% 10/20/10

3,625,000

3,574,347

WFS Financial Owner Trust:

Series 2004-3:

Class A4, 3.93% 2/17/12

5,000,000

4,917,552

Class D, 4.07% 2/17/12

615,910

608,764

Series 2004-4 Class D, 3.58% 5/17/12

528,464

518,989

Series 2005-1 Class D, 4.09% 8/15/12

465,141

457,879

Series 2005-3 Class C, 4.54% 5/17/13

850,000

836,933

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Whinstone Capital Management Ltd. Series 1A Class B3, 6.385% 10/25/44 (c)(f)

$ 3,320,000

$ 3,320,332

WM Asset Holdings Corp. Series 2006-7 Class N1, 5.926% 10/25/46 (c)

2,125,000

2,125,000

World Omni Auto Receivables Trust Series 2005-A Class A3, 3.54% 6/12/09

983,796

973,167

TOTAL ASSET-BACKED SECURITIES

(Cost $270,120,918)

269,916,729

Collateralized Mortgage Obligations - 12.0%

Private Sponsor - 6.7%

Adjustable Rate Mortgage Trust floater:

Series 2004-1 Class 9A2, 5.7244% 1/25/34 (f)

420,649

421,816

Series 2004-2 Class 7A3, 5.7244% 2/25/35 (f)

961,988

965,204

Series 2004-4 Class 5A2, 5.7244% 3/25/35 (f)

389,963

390,902

Bear Stearns Adjustable Rate Mortgage Trust Series 2005-6 Class 1A1, 5.1057% 8/25/35 (f)

2,800,627

2,793,852

Bear Stearns Alt-A Trust floater:

Series 2005-1 Class A1, 5.6044% 1/25/35 (f)

672,586

673,657

Series 2005-2 Class 1A1, 5.5744% 3/25/35 (f)

1,607,947

1,608,187

Series 2005-5 Class 1A1, 5.5444% 7/25/35 (f)

1,101,416

1,101,312

Countrywide Home Loans, Inc. sequential pay Series 2002-25 Class 2A1, 5.5% 11/27/17

574,136

571,234

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR4 Class 5A2, 5.6944% 5/25/34 (f)

153,923

154,106

Series 2004-AR5 Class 11A2, 5.6944% 6/25/34 (f)

232,399

232,623

Series 2004-AR8 Class 8A2, 5.7044% 9/25/34 (f)

346,454

348,085

Granite Master Issuer PLC floater:

Series 2005-2 Class C1, 5.8925% 12/20/54 (f)

1,800,000

1,799,820

Series 2005-4:

Class C1, 5.8225% 12/20/54 (f)

1,350,000

1,350,158

Class M2, 5.6725% 12/20/54 (f)

1,300,000

1,300,203

Series 2006-1A Class C2, 5.9925% 12/20/54 (c)(f)

1,100,000

1,099,956

Series 2006-2 Class C1, 5.97% 12/20/54 (f)

2,575,000

2,577,370

Granite Mortgages PLC floater Series 2004-2 Class 1C, 6.1138% 6/20/44 (f)

120,385

120,442

Holmes Financing No. 8 PLC floater Series 2:

Class B, 5.6769% 7/15/40 (f)

565,000

565,177

Class C, 6.2269% 7/15/40 (f)

1,295,000

1,297,024

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 5.7744% 10/25/34 (f)

1,322,141

1,327,192

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Impac CMB Trust floater:

Series 2004-6 Class 1A2, 5.7144% 10/25/34 (f)

$ 370,411

$ 371,305

Series 2004-9:

Class M2, 5.9744% 1/25/35 (f)

483,877

485,565

Class M3, 6.0244% 1/25/35 (f)

358,695

359,806

Class M4, 6.3744% 1/25/35 (f)

182,959

183,425

Series 2005-1:

Class M1, 5.7844% 4/25/35 (f)

450,131

450,981

Class M2, 5.8244% 4/25/35 (f)

776,476

777,833

Class M3, 5.8544% 4/25/35 (f)

191,306

191,987

JPMorgan Mortgage Trust Series 2005-A8 Class 2A3, 4.9591% 11/25/35 (f)

400,000

396,133

Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 5.7838% 9/26/45 (c)(f)

1,032,516

1,035,370

Lehman XS Trust floater Series 2006-GP1 Class A1, 5.4144% 5/25/46 (f)

3,451,962

3,449,340

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

239,986

237,736

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2332% 8/25/17 (f)

1,065,376

1,076,049

MASTR Adjustable Rate Mortgages Trust floater Series 2005-1 Class 1A1, 5.5944% 3/25/35 (f)

831,409

833,258

Merrill Lynch Mortgage Investors, Inc.:

floater:

Series 2003-A Class 2A1, 5.7144% 3/25/28 (f)

1,034,737

1,040,492

Series 2003-F Class A2, 5.42% 10/25/28 (f)

1,264,198

1,265,855

Series 2004-B Class A2, 5.5875% 6/25/29 (f)

1,782,801

1,783,018

Series 2004-C Class A2, 5.01% 7/25/29 (f)

1,140,216

1,138,924

Series 2004-D Class A2, 5.82% 9/25/29 (f)

1,047,834

1,048,842

Series 2003-E Class XA1, 0.8108% 10/25/28 (f)(h)

5,953,481

41,519

Series 2003-G Class XA1, 1% 1/25/29 (h)

5,194,623

38,785

Series 2003-H Class XA1, 1% 1/25/29 (c)(h)

4,540,886

38,627

MortgageIT Trust floater Series 2004-2:

Class A1, 5.6944% 12/25/34 (f)

862,302

861,405

Class A2, 5.7744% 12/25/34 (f)

1,165,705

1,175,163

Opteum Mortgage Acceptance Corp. Series 2005-3 Class APT, 5.6144% 7/25/35 (f)

2,149,061

2,151,495

Permanent Financing No. 3 PLC floater Series 2 Class C, 6.35% 6/10/42 (f)

605,000

606,630

Permanent Financing No. 4 PLC floater Series 2:

Class C, 6.02% 6/10/42 (f)

1,495,000

1,501,142

Class M, 5.63% 6/10/42 (f)

345,000

344,847

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Permanent Financing No. 5 PLC floater:

Series 2 Class C, 5.95% 6/10/42 (f)

$ 915,000

$ 918,146

Series 3 Class C, 6.12% 6/10/42 (f)

1,935,000

1,954,350

Residential Asset Mortgage Products, Inc.:

sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

718,098

725,314

Series 2005-AR5 Class 1A1, 4.836% 9/19/35 (f)

788,190

784,447

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (c)(h)

15,021,229

57,944

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 5.27% 9/20/33 (f)

372,303

372,428

Series 2003-6 Class A2, 4.69% 11/20/33 (f)

886,347

886,478

Series 2003-7 Class A2, 5.6419% 1/20/34 (f)

979,054

979,467

Series 2004-2 Class A, 5.21% 3/20/34 (f)

427,744

428,140

Series 2004-3 Class A, 5.3063% 5/20/34 (f)

933,470

933,485

Series 2004-4 Class A, 5.48% 5/20/34 (f)

801,250

801,320

Series 2004-5 Class A3, 5.5769% 6/20/34 (f)

887,723

887,479

Series 2004-6 Class A3A, 5.8275% 6/20/35 (f)

629,525

630,828

Series 2004-7 Class A3A, 5.265% 8/20/34 (f)

733,829

734,829

Series 2004-8 Class A2, 5.31% 9/20/34 (f)

1,028,241

1,030,961

Series 2005-1 Class A2, 5.8325% 2/20/35 (f)

742,429

744,634

Series 2003-7 Class X1, 0.7678% 1/20/34 (f)(h)

43,355,660

121,938

Series 2003-8 Class X1, 0.7221% 1/20/34 (f)(h)

26,324,135

139,186

Series 2004-1 Class X1, 0.8% 2/20/34 (h)

5,409,700

17,328

Structured Adjustable Rate Mortgage Loan Trust floater Series 2005-10 Class A1, 5.5244% 6/25/35 (f)

819,211

819,338

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 5.7244% 9/25/33 (c)(f)

280,439

280,659

Wachovia Mortgage Loan Trust LLC Series 2005-B Class 2A4, 5.1863% 10/20/35 (f)

320,000

317,565

WaMu Mortgage pass thru certificates floater:

Series 2005-AR11 Class A1C1, 5.5244% 8/25/45 (f)

925,820

926,027

Series 2005-AR13 Class A1C1, 5.5144% 10/25/45 (f)

880,118

880,319

WaMu Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

196,001

201,186

Series 2004-RA2 Class 2A, 7% 7/25/33

304,602

308,790

Wells Fargo Mortgage Backed Securities Trust:

Series 2003-14 Class 1A1, 4.75% 12/25/18

1,583,018

1,526,129

Series 2004-M Class A3, 4.6742% 8/25/34 (f)

2,141,141

2,126,891

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Wells Fargo Mortgage Backed Securities Trust:

Series 2005-AR2 Class 2A2, 4.57% 3/25/35

$ 4,816,726

$ 4,727,258

Series 2005-AR4 Class 2A2, 4.5296% 4/25/35 (f)

8,132,551

7,966,867

Series 2005-AR9 Class 2A1, 4.3623% 5/25/35 (f)

7,495,391

7,351,023

Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (f)

3,295,000

3,267,813

TOTAL PRIVATE SPONSOR

87,432,419

U.S. Government Agency - 5.3%

Fannie Mae planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

1,149,121

1,170,913

Series 1994-30 Class JA, 5% 7/25/23

538,098

534,411

Series 2006-64 Class PA, 5.5% 2/25/30

9,117,007

9,128,979

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2006-49 Class CA, 6% 2/25/31

8,346,693

8,456,350

Series 2006-54 Class PE, 6% 2/25/33

2,501,520

2,537,986

sequential pay:

Series 2001-40 Class Z, 6% 8/25/31

1,461,229

1,481,649

Series 2003-76 Class BA, 4.5% 3/25/18

3,887,291

3,766,658

Series 2004-3 Class BA, 4% 7/25/17

164,662

158,021

Series 2004-86 Class KC, 4.5% 5/25/19

646,856

623,916

Series 2004-31 Class IA, 4.5% 6/25/10 (h)

483,710

5,598

Freddie Mac sequential pay Series 2114 Class ZM, 6% 1/15/29

651,542

657,745

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2489 Class PD, 6% 2/15/31

424,672

425,183

Series 2535 Class PC, 6% 9/15/32

1,975,000

2,001,182

Series 2625 Class QX, 2.25% 3/15/22

252,483

246,554

Series 2640 Class QG, 2% 4/15/22

324,021

315,298

Series 2660 Class ML, 3.5% 7/15/22

12,165,000

11,920,735

Series 2690 Class PD, 5% 2/15/27

2,980,000

2,947,791

Series 2755 Class LC, 4% 6/15/27

2,225,000

2,136,604

Series 2901 Class UM, 4.5% 1/15/30

5,377,387

5,258,969

sequential pay:

Series 2523 Class JB, 5% 6/15/15

1,071,579

1,065,626

Series 2609 Class UJ, 6% 2/15/17

1,602,064

1,622,062

Series 2635 Class DG, 4.5% 1/15/18

4,370,661

4,241,033

Series 2780 Class A, 4% 12/15/14

4,100,379

3,977,882

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2786 Class GA, 4% 8/15/17

$ 1,859,003

$ 1,784,041

Series 2970 Class YA, 5% 9/15/18

1,648,745

1,630,630

Series 1803 Class A, 6% 12/15/08

335,552

335,949

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2002-5 Class PD, 6.5% 5/16/31

404,762

408,028

TOTAL U.S. GOVERNMENT AGENCY

68,839,793

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $156,746,208)

156,272,212

Commercial Mortgage Securities - 9.1%

280 Park Avenue Trust floater Series 2001-280 Class X1, 1.0056% 2/3/11 (c)(f)(h)

15,125,796

568,553

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

40,947

41,250

Series 1997-D5 Class PS1, 1.7254% 2/14/43 (f)(h)

9,809,132

366,080

Banc of America Commercial Mortgage, Inc.:

sequential pay Series 2005-1 Class A2, 4.64% 11/10/42

2,930,000

2,900,843

Series 2002-2 Class XP, 1.7827% 7/11/43 (c)(f)(h)

7,279,323

335,535

Series 2004-6 Class XP, 0.6075% 12/10/42 (f)(h)

13,838,519

273,585

Series 2005-4 Class XP, 0.2063% 7/10/45 (f)(h)

17,628,265

174,061

Banc of America Large Loan, Inc.:

floater:

Series 2003-BBA2:

Class C, 5.8% 11/15/15 (c)(f)

28,473

28,477

Class D, 5.88% 11/15/15 (c)(f)

365,000

365,037

Class F, 6.23% 11/15/15 (c)(f)

260,000

260,081

Class H, 6.73% 11/15/15 (c)(f)

235,000

235,085

Class J, 7.28% 11/15/15 (c)(f)

245,000

245,106

Class K, 7.93% 11/15/15 (c)(f)

220,000

218,946

Series 2006-LAQ:

Class H, 6.0481% 2/9/21 (c)(f)

650,000

652,451

Class J, 6.1381% 2/9/21 (c)(f)

470,000

471,770

Class K, 6.3681% 2/9/21 (c)(f)

1,305,000

1,309,074

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Banc of America Large Loan, Inc.: - continued

floater:

Series 2006-ESH:

Class A, 6.19% 7/14/11 (c)(f)

$ 1,381,181

$ 1,380,196

Class B, 6.29% 7/14/11 (c)(f)

688,752

687,531

Class C, 6.44% 7/14/11 (c)(f)

1,379,342

1,378,359

Class D, 7.07% 7/14/11 (c)(f)

801,662

803,948

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class A, 5.9044% 12/25/33 (c)(f)

2,181,429

2,188,246

Series 2004-1:

Class A, 5.6844% 4/25/34 (c)(f)

1,007,141

1,009,030

Class B, 7.2244% 4/25/34 (c)(f)

125,893

127,152

Class M1, 5.8844% 4/25/34 (c)(f)

62,946

63,143

Class M2, 6.5244% 4/25/34 (c)(f)

62,946

63,615

Series 2004-2:

Class A, 5.7544% 8/25/34 (c)(f)

1,121,932

1,126,139

Class M1, 5.9044% 8/25/34 (c)(f)

361,796

363,605

Series 2004-3:

Class A1, 5.6944% 1/25/35 (c)(f)

1,270,076

1,274,045

Class A2, 5.7444% 1/25/35 (c)(f)

198,449

198,821

Series 2005-4A:

Class A2, 5.7144% 1/25/36 (c)(f)

1,523,764

1,525,668

Class B1, 6.7244% 1/25/36 (c)(f)

95,235

96,247

Class M1, 5.7744% 1/25/36 (c)(f)

476,176

477,515

Class M2, 5.7944% 1/25/36 (c)(f)

190,470

191,006

Class M3, 5.8244% 1/25/36 (c)(f)

190,470

190,887

Class M4, 5.9344% 1/25/36 (c)(f)

95,235

95,652

Class M5, 5.9744% 1/25/36 (c)(f)

95,235

95,711

Class M6, 6.0244% 1/25/36 (c)(f)

95,235

95,533

Series 2004-1 Class IO, 1.25% 4/25/34 (c)(h)

10,969,984

594,013

Series 2006-2A Class IO, 0.8495% 7/25/36 (c)(h)

17,884,184

1,580,407

Bear Stearns Commercial Mortgage Securities, Inc.:

floater Series 2004-BBA3 Class E, 6.03% 6/15/17 (c)(f)

2,265,000

2,264,358

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (c)

625,000

619,106

Series 2002-TOP8 Class X2, 2.1025% 8/15/38 (c)(f)(h)

7,763,326

492,937

Series 2003-PWR2 Class X2, 0.5762% 5/11/39 (c)(f)(h)

20,445,140

384,430

Series 2004-PWR6 Class X2, 0.6764% 11/11/41 (c)(f)(h)

8,167,168

227,917

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Bear Stearns Commercial Mortgage Securities, Inc.: - continued

Series 2005-PWR9 Class X2, 0.4052% 9/11/42 (c)(f)(h)

$ 51,415,000

$ 962,386

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (c)(f)(h)

43,233,630

2,315,727

Chase Commercial Mortgage Securities Corp. sequential pay Series 1999-2 Class A1, 7.032% 1/15/32

55,642

55,768

Citigroup Commercial Mortgage Trust:

sequential pay Series 2005-EMG Class A2, 4.2211% 9/20/51 (c)

985,000

953,542

Series 2004-C2 Class XP, 0.9601% 10/15/41 (c)(f)(h)

9,483,053

349,706

COMM:

floater:

Series 2002-FL6 Class G, 7.23% 6/14/14 (c)(f)

800,000

799,963

Series 2002-FL7:

Class D, 5.9% 11/15/14 (c)(f)

118,857

118,879

Class H, 7.58% 11/15/14 (c)(f)

1,232,000

1,232,195

Series 2004-LBN2 Class X2, 1.0022% 3/10/39 (c)(f)(h)

3,237,429

93,054

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class B, 6.0903% 9/15/30 (f)

3,420,000

3,473,085

Commercial Mortgage Asset Trust sequential pay Series 1999-C1 Class A3, 6.64% 1/17/32

675,000

695,592

Commercial Mortgage pass thru certificates:

floater Series 2004-HTL1:

Class B, 5.78% 7/15/16 (c)(f)

18,416

18,425

Class D, 5.88% 7/15/16 (c)(f)

42,855

42,877

Class E, 6.08% 7/15/16 (c)(f)

30,103

30,129

Class F, 6.13% 7/15/16 (c)(f)

72,411

72,480

Class H, 6.63% 7/15/16 (c)(f)

206,928

207,388

Class J, 6.78% 7/15/16 (c)(f)

80,225

80,537

Class K, 7.68% 7/15/16 (c)(f)

90,132

90,584

Series 2005-LP5 Class XP, 0.3858% 5/10/43 (f)(h)

18,505,650

259,762

CS First Boston Mortgage Securities Corp.:

floater Series 2005-TFLA:

Class C, 5.57% 2/15/20 (c)(f)

1,210,000

1,210,376

Class E, 5.66% 2/15/20 (c)(f)

440,000

440,180

Class F, 5.71% 2/15/20 (c)(f)

375,000

375,157

Class G, 5.85% 2/15/20 (c)(f)

110,000

110,040

Class H, 6.08% 2/15/20 (c)(f)

155,000

155,067

sequential pay:

Series 1999-C1 Class A2, 7.29% 9/15/41

2,933,533

3,060,130

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.: - continued

sequential pay:

Series 2004-C1 Class A2, 3.516% 1/15/37

$ 3,035,000

$ 2,936,531

Series 2001-CK6 Class AX, 0.645% 9/15/18 (h)

18,677,994

545,519

Series 2003-C3 Class ASP, 1.7652% 5/15/38 (c)(f)(h)

22,519,015

1,056,865

Series 2004-C1 Class ASP, 0.8785% 1/15/37 (c)(f)(h)

15,583,964

445,753

Series 2005-C1 Class ASP, 0.393% 2/15/38 (c)(f)(h)

19,352,736

300,165

Series 2005-C2 Class ASP, 0.583% 4/15/37 (c)(f)(h)

15,881,923

391,167

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

975,000

1,009,003

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1:

Class A1A, 7.45% 6/10/33

42,913

42,860

Class A1B, 7.62% 6/10/33

1,770,000

1,900,523

EQI Financing Partnership I LP Series 1997-1 Class B, 7.37% 12/20/15 (c)

354,197

355,894

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

1,755,199

1,768,598

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.4582% 5/15/33 (c)(f)(h)

11,007,942

363,338

GE Capital Mall Finance Corp. Series 1998-1A Class B2, 7.25% 9/13/28 (c)(f)

1,490,000

1,543,600

GE Commercial Mortgage Corp. sequential pay Series 2004-C3 Class A2, 4.433% 7/10/39

4,015,000

3,937,661

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (c)

8,930

8,921

Global Signal Trust III Series 2006-1:

Class B, 5.588% 2/15/36 (c)

735,000

734,344

Class C, 5.707% 2/15/36 (c)

910,000

909,902

GMAC Commercial Mortgage Securities, Inc.:

sequential pay:

Series 1997-C2 Class A3, 6.566% 4/15/29

281,961

284,473

Series 2003-C2 Class A1, 4.576% 5/10/40

5,039,620

4,959,934

Series 2006-C1 Class XP, 4.975% 11/10/45

1,594,855

1,586,199

Series 2004-C3 Class X2, 0.7177% 12/10/41 (f)(h)

12,934,175

301,611

Series 2006-C1 Class XP, 0.1666% 11/10/45 (f)(h)

23,614,968

216,330

Greenwich Capital Commercial Funding Corp.:

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (c)

1,150,000

1,136,917

Series 2003-C2 Class XP, 1.0316% 1/5/36 (c)(f)(h)

22,517,784

662,590

Series 2005-GG3 Class XP, 0.803% 8/10/42 (c)(f)(h)

57,066,522

1,642,089

GS Mortgage Securities Corp. II sequential pay Series 2003-C1 Class A2A, 3.59% 1/10/40

1,705,000

1,668,472

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Guggenheim Structure Real Estate Funding Ltd. floater Series 2006-3:

Class B, 5.73% 9/25/46 (c)(f)

$ 700,000

$ 700,000

Class C, 5.88% 9/25/46 (c)(f)

1,750,000

1,750,000

Hilton Hotel Pool Trust:

sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (c)

540,300

560,706

Series 2000-HLTA Class D, 7.555% 10/3/15 (c)

1,275,000

1,353,533

Host Marriott Pool Trust sequential pay Series 1999-HMTA:

Class A, 6.98% 8/3/15 (c)

381,267

390,356

Class B, 7.3% 8/3/15 (c)

505,000

531,641

Class D, 7.97% 8/3/15 (c)

425,000

454,067

JPMorgan Chase Commercial Mortgage Securities Corp.:

sequential pay Series 2001-C1 Class A2, 5.464% 10/12/35

2,029,683

2,027,327

Series 2002-C3 Class X2, 1.2396% 7/12/35 (c)(f)(h)

6,184,400

177,025

Series 2003-CB7 Class X2, 0.7763% 1/12/38 (c)(f)(h)

4,338,099

104,665

Series 2003-LN1 Class X2, 0.685% 10/15/37 (c)(f)(h)

26,278,568

529,511

Series 2004-C1 Class X2, 0.9934% 1/15/38 (c)(f)(h)

3,989,019

129,200

Series 2004-CB8 Class X2, 1.1192% 1/12/39 (c)(f)(h)

4,864,265

180,392

LB Commercial Conduit Mortgage Trust sequential pay:

Series 1998-C4 Class A1B, 6.21% 10/15/35

2,693,357

2,733,602

Series 1999-C1 Class A2, 6.78% 6/15/31

2,650,000

2,735,339

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2003-C3 Class A2, 3.086% 5/15/27

1,465,000

1,414,464

Series 2002-C4 Class XCP, 1.4444% 10/15/35 (c)(f)(h)

12,294,694

429,353

Series 2002-C7 Class XCP, 1.1074% 1/15/36 (c)(f)(h)

12,741,084

255,724

Series 2003-C1 Class XCP, 1.3428% 12/15/36 (c)(f)(h)

6,459,319

210,842

Series 2004-C2 Class XCP, 1.4108% 3/1/36 (c)(f)(h)

10,840,783

369,557

Series 2004-C6 Class XCP, 0.7182% 8/15/36 (c)(f)(h)

15,007,405

350,280

Series 2005-C7 Class XCP, 0.2172% 11/15/40 (f)(h)

82,165,000

836,152

Series 2006-C1 Class XCP, 0.3519% 2/15/41 (f)(h)

63,405,000

1,143,535

LB-UBS Westfield Trust Series 2001-WM Class X, 0.5408% 7/14/16 (c)(f)(h)

12,233,033

299,969

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2003-LLFA:

Class J, 7.38% 12/16/14 (c)(f)

$ 1,420,000

$ 1,419,748

Class K1, 7.88% 12/16/14 (c)(f)

730,000

729,271

Merrill Lynch Mortgage Trust:

Series 2002-MW1 Class XP, 1.5436% 7/12/34 (c)(f)(h)

4,750,221

184,681

Series 2005-GGP1 Class H, 4.374% 11/15/10 (c)

1,240,000

1,226,639

Series 2005-MCP1 Class XP, 0.5842% 6/12/43 (f)(h)

15,379,104

422,253

Series 2005-MKB2 Class XP, 0.2943% 9/12/42 (f)(h)

7,640,446

91,996

Morgan Stanley Capital I Trust Series 2006-T23 Class A1, 5.682% 8/12/41

775,000

786,192

Morgan Stanley Capital I, Inc.:

sequential pay:

Series 1999-LIFE Class A1, 6.97% 4/15/33

314,328

319,358

Series 2003-IQ5:

Class A2, 4.09% 4/15/38

832,780

818,871

Class X2, 0.9674% 4/15/38 (c)(f)(h)

8,572,794

261,944

Series 2003-IQ6 Class X2, 0.5979% 12/15/41 (c)(f)(h)

15,750,625

365,052

Series 2005-HQ5 Class X2, 0.3508% 1/14/42 (f)(h)

17,001,554

218,368

Series 2005-IQ9 Class X2, 1.069% 7/15/56 (c)(f)(h)

14,464,213

607,591

Series 2005-TOP17 Class X2, 0.624% 12/13/41 (f)(h)

11,021,706

308,333

Morgan Stanley Dean Witter Capital I Trust:

Series 2003-HQ2 Class X2, 1.3935% 3/12/35 (c)(f)(h)

11,724,908

561,817

Series 2003-TOP9 Class X2, 1.5085% 11/13/36 (c)(f)(h)

7,763,515

362,478

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

1,063,641

1,075,738

NationsLink Funding Corp. Series 1999-1 Class C, 6.571% 1/20/31

1,080,000

1,107,237

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 5.8056% 3/24/18 (c)(f)

1,114,892

1,116,982

TrizecHahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (c)

572,633

578,913

Class E3, 7.253% 3/15/13 (c)

842,203

860,526

Wachovia Bank Commercial Mortgage Trust:

floater Series 2005-WL6A:

Class A2, 5.58% 10/15/17 (c)(f)

1,460,000

1,460,681

Class B, 5.63% 10/15/17 (c)(f)

290,000

290,122

Class D, 5.76% 10/15/17 (c)(f)

585,000

585,254

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Wachovia Bank Commercial Mortgage Trust: - continued

sequential pay Series 2003-C7 Class A1, 4.241% 10/15/35 (c)

$ 2,380,692

$ 2,313,141

Series 2004-C14 Class PP, 5.14% 8/15/41 (c)(f)

1,574,429

1,506,343

Series 2005-C18 Class XP, 0.3523% 4/15/42 (f)(h)

23,068,512

363,451

Series 2006-C23 Class X, 0.0876% 1/15/45 (c)(f)(h)

286,825,000

2,009,152

Series 2006-C24 Class XP, 0.1059% 3/15/45 (c)(f)(h)

56,040,000

395,592

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $120,071,050)

117,968,403

Foreign Government and Government Agency Obligations - 0.1%

Chilean Republic 5.625% 7/23/07
(Cost $737,469)

740,000

741,332

Commercial Paper - 0.2%

Rockies Express Pipeline LLC 5.7422% 9/20/06
(Cost $2,990,567)

3,000,000

2,991,371

Fixed-Income Funds - 4.9%

Shares

Fidelity Ultra-Short Central Fund (g)
(Cost $64,084,801)

646,075

64,284,463

Preferred Securities - 0.3%

Principal Amount

FINANCIALS - 0.3%

Commercial Banks - 0.3%

Abbey National PLC 7.35% (f)

$ 2,150,000

2,215,481

National Westminster Bank PLC 7.75% (f)

1,430,000

1,503,464

3,718,945

TOTAL PREFERRED SECURITIES

(Cost $3,739,555)

3,718,945

Cash Equivalents - 6.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations) in a joint trading account at:

5.29%, dated 8/31/06 due 9/1/06

31,163,577

$ 31,159,000

5.29%, dated 8/31/06 due 9/1/06 (a)

52,091,653

52,084,000

TOTAL CASH EQUIVALENTS

(Cost $83,243,000)

83,243,000

TOTAL INVESTMENT PORTFOLIO - 104.3%

(Cost $1,368,512,799)

1,360,074,671

NET OTHER ASSETS - (4.3)%

(55,987,353)

NET ASSETS - 100%

$ 1,304,087,318

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Eurodollar Contracts

168 Eurodollar 90 Day Index Contracts

Sept. 2006

$ 165,734,100

$ (420,760)

168 Eurodollar 90 Day Index Contracts

Dec. 2006

165,755,100

(326,783)

168 Eurodollar 90 Day Index Contracts

March 2007

165,809,700

(210,347)

168 Eurodollar 90 Day Index Contracts

June 2007

165,868,500

(171,222)

168 Eurodollar 90 Day Index Contracts

Sept. 2007

165,918,900

11,678

168 Eurodollar 90 Day Index Contracts

Dec. 2007

165,946,200

95,228

127 Eurodollar 90 Day Index Contracts

March 2008

125,452,187

114,605

29 Eurodollar 90 Day Index Contracts

June 2008

28,645,475

41,334

TOTAL EURODOLLAR CONTRACTS

(866,267)

Futures Contracts - continued

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

46 Eurodollar 90 Day Index Contracts

Sept. 2008

$ 45,434,200

$ 27,717

35 Eurodollar 90 Day Index Contracts

Dec. 2008

34,566,000

16,910

24 Eurodollar 90 Day Index Contracts

March 2009

23,700,300

10,279

15 Eurodollar 90 Day Index Contracts

June 2009

14,811,188

(12,248)

15 Eurodollar 90 Day Index Contracts

Sept. 2009

14,809,688

(11,698)

15 Eurodollar 90 Day Index Contracts

Dec. 2009

14,808,000

(11,510)

15 Eurodollar 90 Day Index Contracts

March 2010

14,806,875

(10,935)

14 Eurodollar 90 Day Index Contracts

June 2010

13,818,525

(9,681)

14 Eurodollar 90 Day Index Contracts

Sept. 2010

13,817,300

(9,506)

14 Eurodollar 90 Day Index Contracts

Dec. 2010

13,815,900

(9,506)

5 Eurodollar 90 Day Index Contracts

March 2011

4,934,000

(3,270)

TOTAL EURODOLLAR CONTRACTS

(23,448)

$ (889,715)

Swap Agreements

Notional Amount

Value

Credit Default Swaps

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34

Oct. 2034

$ 400,000

$ 6,363

Receive monthly notional amount multiplied by 3.3% and pay Morgan Stanley, Inc. upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11, Class M9, 7.6913% 11/25/34

Dec. 2034

405,000

5,889

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7 Class B3, 8.8244% 8/25/34

Sept. 2034

$ 362,000

$ 4,296

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC7, Class B3, 7.6913% 7/25/34

August 2034

362,000

4,527

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE8 Class B3, 7.3913% 9/25/34

Oct. 2034

362,000

5,318

Receive monthly notional amount multiplied by .82% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34

August 2034

362,000

1,370

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R9 Class M5, 5.5913% 10/25/34

Nov. 2034

362,000

1,337

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34

Oct. 2034

362,000

2,698

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 1.6% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

$ 330,000

$ 458

Receive monthly notional amount multiplied by 1.66% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

362,000

993

Receive monthly notional amount multiplied by 1.9% and pay Morgan Stanley, Inc., upon default event of Morgan Stanley ABS Capital, par value of the notional amount of Morgan Stanley ABS Capital I Series 2006-HE3 Class B3, 7.2225% 4/25/36

May 2036

800,000

(4,464)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon default event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32

April 2032

45,620

324

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-1 Class M9, 7.3913% 2/25/34

March 2034

203,352

633

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34

Feb. 2034

161,719

305

Receive monthly notional amount multiplied by 2.79% and pay Merrill Lynch, Inc. upon default event of New Century Home Equity Loan Trust, par value of the notional amount of New Century Home Equity Loan Trust Series 2004-4 Class M9, 7.0788% 2/25/35

March 2035

900,000

9,473

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 5% and pay Deutsche Bank upon default event of MASTR Asset Backed Securities Trust, par value of the notional amount of MASTR Asset Backed Securities Trust Series 2003-NC1 Class M6, 8.1913% 4/25/33

May 2033

$ 362,000

$ 4,296

Receive quarterly notional amount multiplied by .25% 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% 10/15/10

July 2007

2,900,000

4,818

Receive quarterly notional amount multiplied by .25% 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% 10/15/10

June 2007

1,000,000

1,725

Receive quarterly notional amount multiplied by .26% and pay Morgan Stanley, Inc. upon default event of Amerada Hess Corp., par value of the notional amount of Amerada Hess Corp. 6.65% 8/15/11

March 2007

2,400,000

3,840

Receive quarterly notional amount multiplied by .28% and pay Morgan Stanley, Inc. upon default event of Amerada Hess Corp., par value of the notional amount of Amerada Hess 6.65% 8/15/11

March 2007

3,000,000

5,166

Receive quarterly notional amount multiplied by .285% and pay Deutsche Bank upon default event of ConocoPhillips, par value of the notional amount of ConocoPhillips 4.75% 10/15/12

Sept. 2011

3,200,000

(6,590)

Receive quarterly notional amount multiplied by .30% and pay Deutsche Bank upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

2,045,000

5,051

Receive quarterly notional amount multiplied by .30% and pay Goldman Sachs upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

1,495,000

3,693

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

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

$ 5,699

Receive quarterly notional amount multiplied by .48% and pay Goldman Sachs upon default event of TXU Corp., par value of the notional amount of TXU Energy Co. LLC 7% 3/15/13

Sept. 2008

2,675,000

12,555

Receive quarterly notional amount multiplied by .78% and pay Goldman Sachs upon default event of TXU Corp., par value of the notional amount of TXU Energy Co. LLC 7% 3/15/13

Dec. 2008

2,600,000

30,210

Receive semi-annually notional amount multiplied by .42% and pay Credit Suisse First Boston upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2007

2,700,000

5,315

TOTAL CREDIT DEFAULT SWAPS

31,156,691

115,298

Total Return Swaps

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Oct. 2006

8,280,000

(2,847)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Citibank

Sept. 2006

13,500,000

(3,040)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Total Return Swaps - continued

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 20 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Jan. 2007

$ 3,900,000

$ (691)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Jan. 2007

10,000,000

(3,022)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 10 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Nov. 2006

12,800,000

(3,335)

TOTAL TOTAL RETURN SWAPS

48,480,000

(12,935)

$ 79,636,691

$ 102,363

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $146,452,639 or 11.2% of net assets.

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $982,500.

(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 unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

(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.

(i) 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 $6,094,668 or 0.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Aspetuck Trust 5.7869% 10/16/06

12/14/05

$ 3,235,000

Iberbond 2004 PLC 4.826% 12/24/17

11/30/05

$ 2,852,932

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned

Year ended
October 31, 2005
Income earned

Fidelity Ultra-Short Central Fund

$ 3,046,705

$ 3,909,404

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund

Value at
October 31, 2005

Purchases

Sales Proceeds

Value at
August 31, 2006

% ownership, end of period

Fidelity Ultra-Short Central Fund

$ 77,249,478

$ -

$ 12,999,330

$ 64,284,463

0.8%

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $16,557,932 of which $1,754,056, $3,743,962, $6,438,298 and $4,621,616 will expire on August 31, 2007, 2008, 2013 and 2014, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2006

Assets

Investment in securities, at value (including securities loaned of $51,062,745 and repurchase agreements of $83,243,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,304,427,998)

$ 1,295,790,208

Affiliated Central Funds (cost $64,084,801)

64,284,463

Total Investments (cost $1,368,512,799)

$ 1,360,074,671

Cash

67,276

Receivable for investments sold

179,921

Receivable for swap agreements

14,893

Receivable for fund shares sold

2,355,785

Interest receivable

9,248,588

Receivable for daily variation on futures contracts

101,387

Swap agreements, at value

102,363

Prepaid expenses

1,273

Total assets

1,372,146,157

Liabilities

Payable for investments purchased
Regular delivery

$ 3,120,658

Delayed delivery

7,517,522

Payable for fund shares redeemed

3,757,929

Distributions payable

632,556

Accrued management fee

346,344

Distribution fees payable

265,814

Other affiliated payables

277,637

Other payables and accrued expenses

56,379

Collateral on securities loaned, at value

52,084,000

Total liabilities

68,058,839

Net Assets

$ 1,304,087,318

Net Assets consist of:

Paid in capital

$ 1,327,496,869

Undistributed net investment income

1,661,637

Accumulated undistributed net realized gain (loss) on investments

(15,845,708)

Net unrealized appreciation (depreciation) on investments

(9,225,480)

Net Assets

$ 1,304,087,318

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($377,220,777 ÷ 40,157,805 shares)

$ 9.39

Maximum offering price per share (100/98.50 of $9.39)

$ 9.53

Class T:
Net Asset Value
and redemption price per share ($514,916,932 ÷ 54,779,817 shares)

$ 9.40

Maximum offering price per share (100/98.50 of $9.40)

$ 9.54

Class B:
Net Asset Value
and offering price per share ($30,678,432 ÷ 3,260,370 shares)A

$ 9.41

Class C:
Net Asset Value
and offering price per share ($156,363,668 ÷ 16,629,836 shares)A

$ 9.40

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($224,907,509 ÷ 23,929,244 shares)

$ 9.40

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

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

Annual Report

Statement of Operations

Ten months ended
August 31, 2006

Year ended
October 31, 2005

Investment Income

Dividends

$ 134,425

$ 126,340

Interest

48,381,822

45,236,710

Income from affiliated Central Funds

3,046,705

3,909,404

Total income

51,562,952

49,272,454

Expenses

Management fee

$ 3,529,483

$ 4,945,796

Transfer agent fees

2,411,004

2,837,637

Distribution fees

2,826,565

4,040,262

Accounting and security lending fees

401,677

439,913

Independent trustees' compensation

4,378

6,127

Custodian fees and expenses

47,090

48,657

Registration fees

111,994

137,610

Audit

55,949

57,598

Legal

9,162

5,378

Miscellaneous

36,710

176,602

Total expenses before reductions

9,434,012

12,695,580

Expense reductions

(17,648)

(42,210)

Total expenses

9,416,364

12,653,370

Net investment income

42,146,588

36,619,084

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(4,069,685)

(3,560,240)

Affiliated Central Funds

59,612

25,801

Futures contracts

(787,123)

(232,981)

Swap agreements

190,770

83,207

Total net realized gain (loss)

(4,606,426)

(3,684,213)

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,739,248

(19,999,449)

Futures contracts

(44,420)

(2,673,916)

Swap agreements

286,701

(694,024)

Total change in net unrealized appreciation (depreciation)

4,981,529

(23,367,389)

Net gain (loss)

375,103

(27,051,602)

Net increase (decrease) in net assets resulting from operations

$ 42,521,691

$ 9,567,482

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 42,146,588

$ 36,619,084

$ 22,962,231

Net realized gain (loss)

(4,606,426)

(3,684,213)

5,207,128

Change in net unrealized appreciation (depreciation)

4,981,529

(23,367,389)

308,131

Net increase (decrease) in net assets resulting from operations

42,521,691

9,567,482

28,477,490

Distributions to shareholders from net investment income

(42,502,712)

(36,325,031)

(21,460,300)

Distributions to shareholders from net realized gain

-

(1,086,013)

-

Total distributions

(42,502,712)

(37,411,044)

(21,460,300)

Share transactions - net increase (decrease)

4,457,199

27,080,998

137,865,371

Total increase (decrease) in
net assets

4,476,178

(762,564)

144,882,561

Net Assets

Beginning of period

1,299,611,140

1,300,373,704

1,155,491,143

End of period (including undistributed net investment income of $1,661,637, $3,415,768, $4,733,740, respectively)

$ 1,304,087,318

$ 1,299,611,140

$ 1,300,373,704

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.39

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

Income from Investment Operations

Net investment income E

.305

.281

.202

.261

.381 I

.523

Net realized and unrealized gain (loss)

.002

(.204)

.040

.128

(.034) I

.386

Total from investment operations

.307

.077

.242

.389

.347

.909

Distributions from net investment income

(.307)

(.279)

(.192)

(.279)

(.397)

(.539)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.307)

(.287)

(.192)

(.279)

(.397)

(.539)

Net asset value,
end of period

$ 9.39

$ 9.39

$ 9.60

$ 9.55

$ 9.44

$ 9.49

Total Return B, C, D

3.33%

.81%

2.56%

4.16%

3.78%

10.22%

Ratios to Average Net Assets F, H

Expenses before reductions

.78% A

.85%

.87%

.81%

.80%

.85%

Expenses net of fee waivers,
if any

.78% A

.85%

.87%

.81%

.80%

.85%

Expenses net of all reductions

.78% A

.85%

.87%

.81%

.80%

.84%

Net investment income

3.91% A

2.96%

2.13%

2.74%

4.09% I

5.63%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 377,221

$ 369,512

$ 357,760

$ 186,290

$ 106,018

$ 38,240

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income E

.308

.284

.207

.261

.381 I

.525

Net realized and unrealized gain (loss)

.002

(.194)

.038

.118

(.036) I

.383

Total from investment operations

.310

.090

.245

.379

.345

.908

Distributions from net investment income

(.310)

(.282)

(.195)

(.279)

(.395)

(.538)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.310)

(.290)

(.195)

(.279)

(.395)

(.538)

Net asset value,
end of period

$ 9.40

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

Total Return B, C, D

3.36%

.95%

2.59%

4.04%

3.75%

10.21%

Ratios to Average Net Assets F, H

Expenses before reductions

.74% A

.81%

.83%

.82%

.82%

.85%

Expenses net of fee waivers,
if any

.74% A

.81%

.83%

.82%

.82%

.85%

Expenses net of all reductions

.74% A

.81%

.83%

.82%

.82%

.85%

Net investment income

3.95% A

2.99%

2.16%

2.73%

4.07% I

5.62%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 514,917

$ 544,662

$ 517,440

$ 468,931

$ 388,495

$ 309,958

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value,
beginning of period

$ 9.41

$ 9.61

$ 9.56

$ 9.46

$ 9.43

Income from Investment Operations

Net investment income E

.247

.210

.130

.183

.281

Net realized and unrealized gain (loss)

.002

(.194)

.038

.120

(.234)

Total from investment operations

.249

.016

.168

.303

.047

Distributions from net investment income

(.249)

(.208)

(.118)

(.203)

(.017)

Distributions from net realized gain

-

(.008)

-

-

-

Total distributions

(.249)

(.216)

(.118)

(.203)

(.017)

Net asset value, end of period

$ 9.41

$ 9.41

$ 9.61

$ 9.56

$ 9.46

Total Return B, C, D

2.68%

.17%

1.77%

3.23%

.50%

Ratios to Average Net Assets F, I

Expenses before reductions

1.54% A

1.61%

1.63%

1.61%

1.86% A

Expenses net of fee waivers, if any

1.54% A

1.60%

1.63%

1.61%

1.65% A

Expenses net of all reductions

1.53% A

1.60%

1.63%

1.61%

1.65% A

Net investment income

3.15% A

2.21%

1.36%

1.94%

3.59% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 30,678

$ 39,190

$ 53,502

$ 49,353

$ 3,811

Portfolio turnover rate G

55% A

94%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

H For the period October 9, 2002 (commencement of sale of shares) to October 31, 2002.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 long-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income E

.244

.206

.129

.182

.304 I

.448

Net realized and unrealized gain (loss)

.002

(.204)

.048

.118

(.037) I

.383

Total from investment operations

.246

.002

.177

.300

.267

.831

Distributions from net investment income

(.246)

(.204)

(.117)

(.200)

(.317)

(.461)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.246)

(.212)

(.117)

(.200)

(.317)

(.461)

Net asset value,
end of period

$ 9.40

$ 9.40

$ 9.61

$ 9.55

$ 9.45

$ 9.50

Total Return B, C, D

2.65%

.02%

1.86%

3.19%

2.90%

9.30%

Ratios to Average Net Assets F, H

Expenses before reductions

1.58% A

1.64%

1.65%

1.64%

1.64%

1.68%

Expenses net of fee waivers,
if any

1.58% A

1.64%

1.65%

1.64%

1.64%

1.68%

Expenses net of all reductions

1.57% A

1.64%

1.65%

1.64%

1.63%

1.68%

Net investment income

3.12% A

2.16%

1.34%

1.91%

3.25% I

4.80%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 156,364

$ 194,992

$ 273,166

$ 359,779

$ 283,046

$ 99,486

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income D

.321

.301

.225

.278

.397 H

.540

Net realized and unrealized gain (loss)

.003

(.194)

.038

.119

(.043) H

.387

Total from investment operations

.324

.107

.263

.397

.363

.927

Distributions from net investment income

(.324)

(.299)

(.213)

(.297)

(.413)

(.557)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.324)

(.307)

(.213)

(.297)

(.413)

(.557)

Net asset value, end of period

$ 9.40

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

Total Return B, C

3.51%

1.14%

2.78%

4.24%

3.95%

10.43%

Ratios to Average Net Assets E, G

Expenses before reductions

.57% A

.63%

.64%

.63%

.64%

.66%

Expenses net of fee waivers,
if any

.57% A

.63%

.64%

.63%

.64%

.66%

Expenses net of all reductions

.57% A

.63%

.64%

.63%

.63%

.66%

Net investment income

4.12% A

3.18%

2.35%

2.92%

4.25% H

5.81%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 224,908

$ 151,257

$ 98,505

$ 91,138

$ 65,330

$ 23,301

Portfolio turnover rate F

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) referred to as the Central Fund, which is an open-end investment company available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Fund:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Central Fund, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Fund, 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. Interest income and distributions from the Central Fund are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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, swap agreements, prior period premium and discount on debt securities, market discount, deferred trustees compensation, financing transactions, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 3,879,510

Unrealized depreciation

(9,861,180)

Net unrealized appreciation (depreciation)

(5,981,670)

Capital loss carryforward

(16,557,932)

Cost for federal income tax purposes

$ 1,366,056,341

The tax character of distributions paid was as follows:

Ten months ended
August 31, 2006

October 31, 2005

October 31, 2004

Ordinary Income

$ 42,502,712

$ 37,411,044

$ 21,460,300

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements - continued

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. 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 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. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of 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

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

counterparties do not perform under the contract's terms. 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. 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.

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

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

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

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Swap Agreements - continued

of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $241,661,541 and $253,224,251, respectively, for the ten month period ended August 31, 2006.

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and annual rate of .38%, respectively of the Fund's average net assets.

Annual 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 470,935

$ 4,474

$ 548,029

$ 735

Class T

0%

.15%

685,108

4,728

802,496

9,983

Class B

.65%

.25%

260,720

188,492

409,140

295,846

Class C

.75%

.25%

1,409,802

140,152

2,280,597

282,029

$ 2,826,565

$ 337,846

$ 4,040,262

$ 588,593

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, 75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 29,341

Class T

21,041

Class B *

60,976

Class C *

23,478

$ 134,836

* 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

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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 periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets

Amount

% of
Average
Net Assets

Class A

$ 787,723

.25 *

$ 929,594

.25

Class T

969,862

.21 *

1,145,454

.21

Class B

73,659

.25 *

115,764

.25

Class C

271,385

.19 *

425,832

.19

Institutional Class

308,375

.19 *

220,993

.18

$ 2,411,004

$ 2,837,637

* 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.

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund's Schedule of Investments lists the Central Fund as an investment of the Fund but does not include the underlying holdings of the Central Fund. Based on its investment objectives, the Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the Central Fund and the Fund.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds - continued

A complete unaudited list of holdings for the Central Fund, as of the Fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Fund financial statements , which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Fund does not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $2,126 and $2,509, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities for the period ended August 31, 2006 and October 31, 2005, amounted to $30,828 and $7,700, respectively.

Annual Report

Notes to Financial Statements - continued

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.

The following classes were in reimbursement during the period ended October 31, 2005:

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 28,725

Class B

1.65% - 1.58%*

5,376

$ 34,101

* Expense limitation in effect at October 31, 2005.

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 periods ended August 31, 2006 and October 31, 2005, these credits reduced the Fund's custody expenses by $17,648 and $8,109, respectively.

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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended
October 31,

Ten months ended
August 31, 2006

2005

2004

From net investment income

Class A

$ 12,371,759

$ 10,743,507

$ 5,013,218

Class T

18,159,068

15,909,371

9,968,400

Class B

922,482

982,753

631,694

Class C

4,436,853

4,841,882

3,806,748

Institutional Class

6,612,550

3,847,518

2,040,240

Total

$ 42,502,712

$ 36,325,031

$ 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

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

13,781,754

15,866,789

29,233,051

Reinvestment of distributions

1,164,878

1,023,632

439,890

Shares redeemed

(14,130,761)

(14,827,970)

(11,910,485)

Net increase (decrease)

815,871

2,062,451

17,762,456

Class T

Shares sold

18,789,041

25,539,658

28,914,757

Reinvestment of distributions

1,720,934

1,515,180

903,574

Shares redeemed

(23,681,399)

(22,986,919)

(25,026,151)

Net increase (decrease)

(3,171,424)

4,067,919

4,792,180

Class B

Shares sold

711,278

991,898

2,729,377

Reinvestment of distributions

83,920

89,903

53,426

Shares redeemed

(1,700,424)

(2,482,456)

(2,378,750)

Net increase (decrease)

(905,226)

(1,400,655)

404,053

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class C

Shares sold

3,061,743

3,789,292

7,826,650

Reinvestment of distributions

299,595

341,788

249,628

Shares redeemed

(7,473,257)

(11,828,809)

(17,295,166)

Net increase (decrease)

(4,111,919)

(7,697,729)

(9,218,888)

Institutional Class

Shares sold

11,831,199

9,882,466

6,288,234

Reinvestment of distributions

578,334

310,507

131,407

Shares redeemed

(4,575,139)

(4,357,149)

(5,702,420)

Net increase (decrease)

7,834,394

5,835,824

717,221

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 129,044,621

$ 150,493,785

$ 278,943,707

Reinvestment of distributions

10,907,076

9,698,542

4,211,651

Shares redeemed

(132,254,551)

(140,591,886)

(113,916,095)

Net increase (decrease)

$ 7,697,146

$ 19,600,441

$ 169,239,263

Class T

Shares sold

$ 176,100,769

$ 242,408,838

$ 277,148,967

Reinvestment of distributions

16,127,835

14,364,388

8,659,227

Shares redeemed

(221,798,081)

(218,160,605)

(239,735,328)

Net increase (decrease)

$ (29,569,477)

$ 38,612,621

$ 46,072,866

Class B

Shares sold

$ 6,669,015

$ 9,428,825

$ 26,154,196

Reinvestment of distributions

787,418

853,530

512,510

Shares redeemed

(15,948,229)

(23,589,493)

(22,795,089)

Net increase (decrease)

$ (8,491,796)

$ (13,307,138)

$ 3,871,617

Class C

Shares sold

$ 28,665,169

$ 35,934,636

$ 75,024,654

Reinvestment of distributions

2,808,534

3,242,233

2,393,112

Shares redeemed

(70,075,282)

(112,353,549)

(165,609,343)

Net increase (decrease)

$ (38,601,579)

$ (73,176,680)

$ (88,191,577)

Institutional Class

Shares sold

$ 110,869,017

$ 93,788,947

$ 60,243,381

Reinvestment of distributions

5,418,576

2,942,021

1,258,983

Shares redeemed

(42,864,688)

(41,379,214)

(54,629,162)

Net increase (decrease)

$ 73,422,905

$ 55,351,754

$ 6,873,202

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Short Fixed-Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Short Fixed-Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the schedule of investments as of August 31, 2006, and the related statements of operations for the ten months ended August 31, 2006 and the year ended October 31, 2005, the statement of changes in net assets for the ten months ended August 31, 2006 and each of the two years in the period ended October 31, 2005, and the financial highlights for the ten months ended August 31, 2006 and each of the five years in the period ended October 31, 2005. 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 August 31, 2006, 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 Short Fixed-Income Fund as of August 31, 2006, the results of its operations for the ten months ended August 31, 2006 and the year ended October 31, 2005, the changes in its net assets for the ten months ended August 31, 2006 and each of the two years in the period ended October 31, 2005, and its financial highlights for the ten months ended August 31, 2006 and each of the five years in the period ended October 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 24, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Short Fixed-Income (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present) and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Short Fixed-Income. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Short Fixed-Income. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Short Fixed-Income. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Andrew Dudley (41)

Year of Election or Appointment: 1997

Vice president of Advisor Short Fixed-Income. Mr. Dudley also serves as Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Dudley worked as a portfolio manager.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Short Fixed-Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Short Fixed-Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Short Fixed-Income. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Short Fixed-Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Short Fixed-Income. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Short Fixed-Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Short Fixed-Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Short Fixed-Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Short Fixed-Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1987

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

A total of 12.34% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $30,584,973 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Short Fixed-Income Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the cumulative total returns of Class C and Institutional Class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Institutional Class represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Short Fixed-Income Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Institutional Class of the fund was in the second quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also stated that the relative investment performance of Institutional Class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Short Fixed-Income Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expenses of each of Class A and Class T ranked below its competitive median for 2005, and the total expenses of each of Class B, Class C, and Institutional Class ranked above its competitive median for 2005. The Board considered that each class's total expenses reflect the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

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

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784769.103

(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

Annual Report

August 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past four months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Annual Report

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.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Note to Shareholders: The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Performance data reflects returns for periods ended August 31, 2006.

Average Annual Total Returns

Periods ended August 31, 2006

Past 1
year

Past 5
years

Past 10
years

Institutional Class

3.24%

3.50%

4.99%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Short Fixed-Income Fund - Institutional Class on August 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® 1-3 Year Government/Credit Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Andrew Dudley, Portfolio Manager of Fidelity® Advisor Short Fixed-Income Fund

A weak start, a strong finish and a modestly positive overall return highlighted investment-grade bond performance for the year ending August 31, 2006. Bonds sank in the first two months of the period after Gulf Coast hurricanes sent energy prices soaring, prompting fears of a corresponding leap in inflation. However, core inflation readings - which strip out volatile food and energy prices - remained relatively benign. That, combined with an easing of oil prices, helped bonds rally between November and February. But the asset class fell again from March through May, partly as a result of continued interest rate hikes by the Federal Reserve Board. In all, the Fed raised interest rates seven times during the past year. Bonds rose again in July and August, though, after Fed Chairman Ben Bernanke hinted at a pause in its rate hike campaign, which was soon realized when the central bank left rates unchanged at its August meeting. The late rally helped the debt market gain 1.71% for the 12-month period as a whole according the Lehman Brothers® Aggregate Bond Index.

The fund's Institutional Class shares returned 3.24% for the 12 months ending August 31, 2006 - the fund's new fiscal year end. In comparison, the Lehman Brothers 1-3 Year Government/Credit Bond Index rose 3.09%. For the 10 months ending August 31, 2006 - the period since the fund's previous annual report - the fund's Institutional Class shares gained 3.51%, while the Lehman Brothers index rose 3.39%. Boosting our returns relative to the index during the past year was advantageous sector positioning, led by a heavy emphasis on non-government bonds, including structured products such as asset-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities. These structured securities, which I held both directly and through our investment in the Fidelity Ultra-Short Central Fund - a diversified internal pool of short-term assets designed to outperform cash-like instruments with similar risk characteristics - outpaced the index. Also aiding the fund's performance relative to the index was yield-curve positioning. A position in the Fidelity Ultra-Short Central Fund and an overweighting in bonds with maturities of between three and five years worked in our favor early in the period. Modestly detracting from returns was an underweighting in government agency securities, which performed well during the year.

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

Annual Report

Shareholder Expense Example

The Board of Trustees approved a change in the fiscal year end of the fund from October 31st to August 31st, effective August 31, 2006. Expenses are based on the past six months of activity for the period ended August 31, 2006.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2006 to August 31, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the fund, as a shareholder in the underlying affiliated central fund, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated central fund. These fees and expenses are not included in the fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Beginning
Account Value
March 1, 2006

Ending
Account Value
August 31, 2006

Expenses Paid
During Period
*
March 1, 2006
to August 31, 2006

Class A

Actual

$ 1,000.00

$ 1,022.10

$ 3.92

Hypothetical A

$ 1,000.00

$ 1,021.32

$ 3.92

Class T

Actual

$ 1,000.00

$ 1,022.30

$ 3.72

Hypothetical A

$ 1,000.00

$ 1,021.53

$ 3.72

Class B

Actual

$ 1,000.00

$ 1,018.20

$ 7.73

Hypothetical A

$ 1,000.00

$ 1,017.54

$ 7.73

Class C

Actual

$ 1,000.00

$ 1,018.00

$ 7.93

Hypothetical A

$ 1,000.00

$ 1,017.34

$ 7.93

Institutional Class

Actual

$ 1,000.00

$ 1,023.10

$ 2.91

Hypothetical A

$ 1,000.00

$ 1,022.33

$ 2.91

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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying affiliated central fund in which the fund invests are not included in the fund's annualized expense ratio.

Annualized
Expense Ratio

Class A

.77%

Class T

.73%

Class B

1.52%

Class C

1.56%

Institutional Class

.57%

Annual Report

Investment Changes

The current period information is as of the Fund's new fiscal year end. The comparative information is as of the Fund's most recently published semiannual report.

Quality Diversification (% of fund's net assets)

As of August 31, 2006

As of April 30, 2006

U.S.Government and U.S.Government
Agency Obligations 33.0%

U.S.Government and U.S.Government
Agency Obligations 34.8%

AAA 23.0%

AAA 22.6%

AA 5.2%

AA 5.6%

A 11.3%

A 11.7%

BBB 21.0%

BBB 19.2%

BB and Below 0.9%

BB and Below 1.5%

Not Rated 1.7%

Not Rated 1.9%

Short-Term
Investments and
Net Other Assets 3.9%

Short-Term
Investments and
Net Other Assets 2.7%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Securities rated BB or below were rated investment grade at the time of acquisition.

Average Years to Maturity as of August 31, 2006

4 months ago

Years

2.5

2.8

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 August 31, 2006

4 months ago

Years

1.6

1.7

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 August 31, 2006 *

As of April 30, 2006 **

Corporate Bonds 23.7%

Corporate Bonds 22.4%

U.S. Government and
U.S. Government
Agency Obligations 33.0%

U.S. Government and
U.S. Government
Agency Obligations 34.8%

Asset-Backed
Securities 22.4%

Asset-Backed
Securities 21.4%

CMOs and Other Mortgage Related Securities 16.6%

CMOs and Other Mortgage Related Securities 18.0%

Other Investments 0.4%

Other Investments 0.7%

Short-Term
Investments and
Net Other Assets 3.9%

Short-Term
Investments and Net
Other Assets 2.7%

* Foreign investments

8.1%

** Foreign investments

7.2%

* Futures and Swaps

15.5%

** Futures and Swaps

14.9%



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

For an unaudited list of holdings for each fixed-income central fund, visit advisor.fidelity.com.

Annual Report

Investments August 31, 2006

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.3%

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 3.1%

Auto Components - 0.5%

DaimlerChrysler NA Holding Corp.:

5.74% 3/13/09 (f)

$ 2,650,000

$ 2,653,108

5.75% 8/10/09

3,300,000

3,312,342

5,965,450

Household Durables - 0.3%

Whirlpool Corp. 6.125% 6/15/11

4,500,000

4,563,545

Media - 2.3%

AOL Time Warner, Inc. 6.75% 4/15/11

3,000,000

3,108,306

British Sky Broadcasting Group PLC (BSkyB) yankee 7.3% 10/15/06

2,350,000

2,352,818

Continental Cablevision, Inc. 9% 9/1/08

3,400,000

3,625,719

Cox Communications, Inc.:

3.875% 10/1/08

3,655,000

3,533,307

6.4% 8/1/08

795,000

804,639

Hearst-Argyle Television, Inc. 7% 11/15/07

1,500,000

1,514,348

Liberty Media Corp.:

6.8294% 9/17/06 (f)

3,203,000

3,204,089

7.75% 7/15/09

2,350,000

2,450,037

Time Warner Entertainment Co. LP 7.25% 9/1/08

3,145,000

3,247,247

Univision Communications, Inc.:

3.5% 10/15/07

535,000

519,163

3.875% 10/15/08

2,600,000

2,480,374

Viacom, Inc. 5.75% 4/30/11 (c)

3,470,000

3,441,442

30,281,489

TOTAL CONSUMER DISCRETIONARY

40,810,484

CONSUMER STAPLES - 0.4%

Food Products - 0.2%

H.J. Heinz Co. 6.428% 12/1/08 (c)(f)

1,515,000

1,543,724

Kraft Foods, Inc. 4% 10/1/08

1,630,000

1,588,319

3,132,043

Tobacco - 0.2%

Altria Group, Inc. 5.625% 11/4/08

2,000,000

2,011,038

TOTAL CONSUMER STAPLES

5,143,081

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

ENERGY - 2.0%

Energy Equipment & Services - 0.1%

Cooper Cameron Corp. 2.65% 4/15/07

$ 1,335,000

$ 1,311,525

Oil, Gas & Consumable Fuels - 1.9%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (c)

1,865,000

1,824,751

Delek & Avner Yam Tethys Ltd. 5.326% 8/1/13 (c)

2,037,568

1,984,652

Duke Capital LLC:

4.37% 3/1/09

2,045,000

1,994,278

7.5% 10/1/09

2,700,000

2,863,542

Enterprise Products Operating LP:

4% 10/15/07

2,775,000

2,728,588

4.625% 10/15/09

3,070,000

2,986,164

Kinder Morgan Energy Partners LP:

5.35% 8/15/07

1,400,000

1,387,211

6.3% 2/1/09

435,000

440,664

Pemex Project Funding Master Trust:

6.125% 8/15/08

4,535,000

4,553,140

9.125% 10/13/10

2,250,000

2,511,000

Petroleum Export Ltd.:

4.623% 6/15/10 (c)

1,346,667

1,327,288

4.633% 6/15/10 (c)

808,889

797,249

25,398,527

TOTAL ENERGY

26,710,052

FINANCIALS - 7.5%

Capital Markets - 0.5%

Bank of New York Co., Inc.:

3.4% 3/15/13 (f)

2,750,000

2,672,313

4.25% 9/4/12 (f)

1,285,000

1,272,787

Lehman Brothers Holdings E-Capital Trust I 6.1725% 8/19/65 (f)

1,030,000

1,034,147

Lehman Brothers Holdings, Inc. 4.25% 1/27/10

195,000

188,625

Merrill Lynch & Co., Inc. 3.7% 4/21/08

1,400,000

1,366,274

6,534,146

Commercial Banks - 0.5%

Bank One Corp. 6% 8/1/08

975,000

986,618

Corporacion Andina de Fomento yankee 7.25% 3/1/07

965,000

972,573

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

FINANCIALS - continued

Commercial Banks

Korea Development Bank:

3.875% 3/2/09

$ 2,700,000

$ 2,610,819

4.75% 7/20/09

1,500,000

1,477,844

6,047,854

Consumer Finance - 1.0%

American General Finance Corp. 4.5% 11/15/07

1,115,000

1,104,351

Household Finance Corp.:

4.125% 12/15/08

705,000

687,601

4.75% 5/15/09

1,563,000

1,545,424

6.4% 6/17/08

2,780,000

2,830,746

Household International, Inc. 5.836% 2/15/08

2,025,000

2,038,616

HSBC Finance Corp. 4.125% 3/11/08

3,435,000

3,378,920

MBNA Capital I 8.278% 12/1/26

1,200,000

1,254,895

12,840,553

Diversified Financial Services - 1.1%

Aspetuck Trust 5.7869% 10/16/06 (f)(i)

3,235,000

3,252,663

Bank of America Corp. 7.4% 1/15/11

275,000

296,771

CC Funding Trust I 6.9% 2/16/07

2,040,000

2,051,797

Iberbond 2004 PLC 4.826% 12/24/17 (i)

2,941,077

2,842,005

ICB OJSC 6.2% 9/29/15 (Issued by Or-ICB for ICB OJSC) (f)

370,000

365,619

ILFC E-Capital Trust I 5.9% 12/21/65 (c)(f)

1,755,000

1,754,621

J.P. Morgan & Co., Inc. 6.25% 1/15/09

1,075,000

1,094,303

Keycorp Institutional Capital B 8.25% 12/15/26

1,930,000

2,018,898

Prime Property Funding II 6.25% 5/15/07 (c)

1,000,000

1,001,270

14,677,947

Insurance - 0.6%

The Chubb Corp. 4.934% 11/16/07

4,000,000

3,979,024

The St. Paul Travelers Companies, Inc.:

5.01% 8/16/07

1,905,000

1,889,162

5.75% 3/15/07

1,070,000

1,071,883

Travelers Property Casualty Corp. 3.75% 3/15/08

530,000

516,058

7,456,127

Real Estate Investment Trusts - 2.8%

Arden Realty LP 8.5% 11/15/10

2,050,000

2,291,734

AvalonBay Communities, Inc. 5% 8/1/07

915,000

905,133

Brandywine Operating Partnership LP:

4.5% 11/1/09

2,445,000

2,369,193

5.625% 12/15/10

1,845,000

1,844,945

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

FINANCIALS - continued

Real Estate Investment Trusts

BRE Properties, Inc.:

5.95% 3/15/07

$ 575,000

$ 576,676

7.2% 6/15/07

1,775,000

1,792,303

Camden Property Trust:

4.375% 1/15/10

1,385,000

1,343,284

5.875% 6/1/07

580,000

581,491

Colonial Properties Trust:

4.75% 2/1/10

1,330,000

1,291,221

7% 7/14/07

1,260,000

1,273,443

Developers Diversified Realty Corp.:

3.875% 1/30/09

2,410,000

2,323,669

5% 5/3/10

1,310,000

1,288,779

7% 3/19/07

2,095,000

2,111,163

Duke Realty LP 5.625% 8/15/11

390,000

390,554

iStar Financial, Inc. 6.55% 3/12/07 (f)

3,120,000

3,137,622

JDN Realty Corp. 6.95% 8/1/07

855,000

854,557

Simon Property Group LP:

4.6% 6/15/10

1,130,000

1,098,897

4.875% 8/15/10

3,260,000

3,193,408

5.6% 9/1/11

1,775,000

1,779,438

6.875% 11/15/06

3,785,000

3,793,043

Tanger Properties LP 9.125% 2/15/08

2,295,000

2,398,275

36,638,828

Real Estate Management & Development - 0.4%

Chelsea GCA Realty Partnership LP 7.25% 10/21/07

1,465,000

1,481,162

EOP Operating LP:

4.65% 10/1/10

1,250,000

1,207,954

6.763% 6/15/07

1,625,000

1,639,142

7.75% 11/15/07

1,650,000

1,691,253

6,019,511

Thrifts & Mortgage Finance - 0.6%

Countrywide Home Loans, Inc. 5.625% 5/15/07

745,000

745,690

Residential Capital Corp. 6.875% 6/29/07 (f)

3,960,000

3,980,279

Washington Mutual, Inc. 4.375% 1/15/08

2,700,000

2,665,076

7,391,045

TOTAL FINANCIALS

97,606,011

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

INDUSTRIALS - 1.6%

Air Freight & Logistics - 0.3%

Federal Express Corp. pass thru trust certificates 7.53% 9/23/06

$ 33,276

$ 33,294

FedEx Corp. 5.5% 8/15/09

3,900,000

3,920,023

3,953,317

Airlines - 1.2%

America West Airlines pass thru certificates 7.33% 7/2/08

2,096,702

2,107,185

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

460,792

466,793

6.978% 10/1/12

102,074

104,752

7.024% 4/15/11

2,000,000

2,052,500

Continental Airlines, Inc. pass thru trust certificates:

6.32% 11/1/08

4,015,000

4,036,591

7.056% 3/15/11

355,000

365,967

United Airlines pass thru certificates:

6.071% 9/1/14

1,338,200

1,338,200

6.201% 3/1/10

1,084,358

1,085,713

6.602% 9/1/13

2,602,217

2,601,864

7.186% 10/1/12

2,000,000

2,040,000

16,199,565

Commercial Services & Supplies - 0.1%

R.R. Donnelley & Sons Co. 3.75% 4/1/09

1,265,000

1,196,198

TOTAL INDUSTRIALS

21,349,080

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.5%

Motorola, Inc. 4.608% 11/16/07

6,000,000

5,945,376

MATERIALS - 0.2%

Containers & Packaging - 0.1%

Sealed Air Corp. 6.95% 5/15/09 (c)

855,000

884,669

Paper & Forest Products - 0.1%

International Paper Co. 4.25% 1/15/09

1,465,000

1,429,500

TOTAL MATERIALS

2,314,169

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 3.4%

Ameritech Capital Funding Corp. 6.25% 5/18/09

1,765,000

1,789,491

AT&T Corp. 6% 3/15/09

3,720,000

3,766,891

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services

BellSouth Corp. 4.2% 9/15/09

$ 1,775,000

$ 1,715,875

Deutsche Telekom International Finance BV 5.375% 3/23/11

4,000,000

3,958,976

Sprint Capital Corp. 6% 1/15/07

3,240,000

3,244,021

Telecom Italia Capital SA:

4% 11/15/08

3,690,000

3,575,533

4% 1/15/10

3,450,000

3,278,073

Telefonica Emisiones SAU 5.984% 6/20/11

5,000,000

5,074,360

Telefonos de Mexico SA de CV:

4.5% 11/19/08

3,260,000

3,186,314

4.75% 1/27/10

3,355,000

3,256,028

TELUS Corp. yankee 7.5% 6/1/07

4,220,000

4,278,662

Verizon Global Funding Corp.:

6.125% 6/15/07

2,140,000

2,149,810

7.25% 12/1/10

4,205,000

4,486,899

43,760,933

Wireless Telecommunication Services - 0.6%

America Movil SA de CV 4.125% 3/1/09

3,925,000

3,788,021

Vodafone Group PLC 5.5% 6/15/11

4,000,000

3,977,276

7,765,297

TOTAL TELECOMMUNICATION SERVICES

51,526,230

UTILITIES - 4.0%

Electric Utilities - 2.1%

American Electric Power Co., Inc. 4.709% 8/16/07

3,685,000

3,661,689

Entergy Corp. 7.75% 12/15/09 (c)

2,500,000

2,654,250

Exelon Corp. 4.45% 6/15/10

3,750,000

3,614,288

FirstEnergy Corp. 5.5% 11/15/06

3,058,000

3,057,465

Monongahela Power Co. 5% 10/1/06

2,015,000

2,013,712

Pepco Holdings, Inc.:

4% 5/15/10

1,125,000

1,065,531

5.5% 8/15/07

3,995,000

3,993,074

Progress Energy, Inc.:

5.85% 10/30/08

1,025,000

1,033,149

7.1% 3/1/11

4,645,000

4,955,281

Southwestern Public Service Co. 5.125% 11/1/06

650,000

649,585

TXU Energy Co. LLC 6.125% 3/15/08

935,000

942,075

27,640,099

Nonconvertible Bonds - continued

Principal Amount

Value
(Note 1)

UTILITIES - continued

Gas Utilities - 0.1%

NiSource Finance Corp. 3.2% 11/1/06

$ 1,085,000

$ 1,080,951

Independent Power Producers & Energy Traders - 0.7%

Constellation Energy Group, Inc.:

6.125% 9/1/09

3,035,000

3,086,301

6.35% 4/1/07

3,025,000

3,037,403

Duke Capital LLC 4.331% 11/16/06

1,630,000

1,625,457

TXU Corp. 4.8% 11/15/09

1,500,000

1,440,000

9,189,161

Multi-Utilities - 1.1%

Dominion Resources, Inc. 4.125% 2/15/08

2,610,000

2,563,336

DTE Energy Co. 5.63% 8/16/07

2,965,000

2,965,789

MidAmerican Energy Holdings, Inc. 4.625% 10/1/07

705,000

699,017

NiSource, Inc. 3.628% 11/1/06

1,565,000

1,560,203

PSEG Funding Trust I 5.381% 11/16/07

3,575,000

3,565,798

Sempra Energy:

4.621% 5/17/07

2,495,000

2,480,082

4.75% 5/15/09

1,055,000

1,038,523

14,872,748

TOTAL UTILITIES

52,782,959

TOTAL NONCONVERTIBLE BONDS

(Cost $306,519,014)

304,187,442

U.S. Government and Government Agency Obligations - 16.7%

U.S. Government Agency Obligations - 6.1%

Fannie Mae:

3.25% 8/15/08

6,089,000

5,880,464

3.25% 2/15/09

13,000,000

12,464,348

Freddie Mac:

2.7% 3/16/07

14,000,000

13,800,276

3.875% 6/15/08

48,063,000

47,084,197

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

79,229,285

U.S. Treasury Inflation Protected Obligations - 0.9%

U.S. Treasury Inflation-Indexed Notes 3.875% 1/15/09

11,752,640

12,147,420

U.S. Government and Government Agency Obligations - continued

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - 9.7%

U.S. Treasury Bonds 12% 8/15/13

$ 10,526,000

$ 11,937,968

U.S. Treasury Notes:

3.375% 2/15/08 (b)

40,000,000

39,165,640

3.75% 5/15/08 (e)

64,895,000

63,759,330

4.375% 11/15/08 (b)

12,000,000

11,902,968

TOTAL U.S. TREASURY OBLIGATIONS

126,765,906

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $220,558,355)

218,142,611

U.S. Government Agency - Mortgage Securities - 10.6%

Fannie Mae - 8.3%

4.994% 11/1/35 (f)

9,913,528

9,828,435

3.738% 10/1/33 (f)

188,896

184,778

3.744% 1/1/35 (f)

263,401

259,079

3.748% 12/1/34 (f)

184,915

181,743

3.75% 1/1/34 (f)

163,953

160,214

3.757% 10/1/33 (f)

168,195

164,730

3.788% 6/1/34 (f)

777,795

757,221

3.796% 12/1/34 (f)

38,966

38,332

3.81% 6/1/33 (f)

140,987

138,679

3.82% 10/1/33 (f)

1,986,756

1,947,468

3.834% 1/1/35 (f)

472,521

464,426

3.838% 4/1/33 (f)

502,840

494,941

3.846% 1/1/35 (f)

154,764

152,234

3.851% 10/1/33 (f)

4,239,809

4,165,059

3.866% 1/1/35 (f)

290,315

286,301

3.88% 6/1/33 (f)

703,965

692,778

3.898% 10/1/34 (f)

198,257

196,449

3.905% 12/1/34 (f)

156,781

154,847

3.938% 6/1/34 (f)

1,204,371

1,177,337

3.938% 11/1/34 (f)

327,101

324,075

3.941% 5/1/34 (f)

45,477

45,732

3.952% 1/1/35 (f)

200,449

198,544

3.954% 12/1/34 (f)

157,368

156,115

3.955% 12/1/34 (f)

1,081,473

1,070,216

3.957% 5/1/33 (f)

63,652

62,714

3.992% 1/1/35 (f)

127,627

126,324

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

3.996% 12/1/34 (f)

$ 113,852

$ 112,773

3.996% 12/1/34 (f)

189,767

187,735

3.998% 2/1/35 (f)

143,790

142,008

4.022% 1/1/35 (f)

292,993

289,944

4.029% 1/1/35 (f)

75,382

74,446

4.034% 10/1/18 (f)

139,718

137,509

4.037% 1/1/35 (f)

127,593

125,969

4.041% 2/1/35 (f)

146,769

144,972

4.052% 12/1/34 (f)

287,035

285,344

4.058% 1/1/35 (f)

280,301

276,854

4.079% 2/1/35 (f)

263,166

260,116

4.082% 4/1/33 (f)

57,544

56,928

4.083% 2/1/35 (f)

90,203

89,208

4.086% 2/1/35 (f)

100,838

99,663

4.094% 11/1/34 (f)

225,136

222,819

4.102% 2/1/35 (f)

505,752

501,412

4.108% 1/1/35 (f)

301,988

298,528

4.114% 1/1/35 (f)

293,664

291,096

4.116% 2/1/35 (f)

350,533

346,558

4.126% 1/1/35 (f)

502,865

497,488

4.14% 7/1/34 (f)

797,675

782,322

4.143% 2/1/35 (f)

252,894

250,123

4.144% 1/1/35 (f)

450,206

446,940

4.156% 1/1/35 (f)

535,619

533,017

4.162% 10/1/34 (f)

396,409

394,794

4.171% 1/1/35 (f)

366,524

357,688

4.181% 10/1/34 (f)

439,607

437,604

4.181% 11/1/34 (f)

65,328

65,100

4.187% 1/1/35 (f)

247,824

245,855

4.202% 1/1/35 (f)

147,941

146,839

4.25% 1/1/34 (f)

252,711

248,858

4.25% 2/1/34 (f)

199,036

195,966

4.25% 2/1/35 (f)

176,269

172,407

4.272% 3/1/35 (f)

160,811

159,143

4.274% 2/1/35 (f)

88,018

87,419

4.275% 8/1/33 (f)

332,957

329,581

4.282% 7/1/34 (f)

132,138

132,174

4.287% 12/1/34 (f)

94,550

93,449

4.29% 6/1/33 (f)

95,880

94,959

4.294% 1/1/34 (f)

1,193,984

1,177,356

4.296% 10/1/33 (f)

71,822

70,926

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

4.3% 1/1/34 (f)

$ 230,075

$ 226,782

4.3% 10/1/34 (f)

55,213

54,860

4.306% 5/1/35 (f)

222,729

220,650

4.31% 3/1/33 (f)

202,164

200,277

4.313% 3/1/33 (f)

92,216

90,144

4.327% 3/1/35 (f)

378,544

374,893

4.337% 9/1/34 (f)

510,089

505,705

4.346% 10/1/34 (f)

574,823

571,310

4.349% 1/1/35 (f)

518,761

514,868

4.35% 1/1/35 (f)

181,719

177,943

4.351% 9/1/34 (f)

222,602

222,350

4.356% 4/1/35 (f)

98,633

97,705

4.362% 2/1/34 (f)

394,485

389,255

4.39% 12/1/34 (f)

805,514

799,075

4.391% 11/1/34 (f)

452,676

448,494

4.393% 10/1/34 (f)

923,664

908,874

4.394% 5/1/35 (f)

489,113

485,468

4.396% 2/1/35 (f)

262,797

257,557

4.401% 10/1/34 (f)

1,751,452

1,738,319

4.406% 10/1/34 (f)

698,890

695,837

4.423% 10/1/34 (f)

793,568

791,954

4.426% 1/1/35 (f)

206,136

204,518

4.438% 3/1/35 (f)

239,367

234,688

4.456% 8/1/34 (f)

520,298

513,974

4.464% 5/1/35 (f)

140,985

139,754

4.481% 5/1/35 (f)

1,380,379

1,375,626

4.494% 1/1/35 (f)

220,625

218,600

4.497% 8/1/34 (f)

342,014

344,808

4.514% 10/1/35 (f)

90,811

89,924

4.515% 8/1/35 (f)

398,321

394,716

4.532% 2/1/35 (f)

1,066,707

1,059,441

4.537% 7/1/34 (f)

208,347

207,465

4.539% 7/1/35 (f)

597,126

592,096

4.54% 2/1/35 (f)

155,324

154,197

4.554% 1/1/35 (f)

334,992

332,883

4.554% 2/1/35 (f)

107,759

107,077

4.557% 7/1/35 (f)

490,701

486,859

4.56% 9/1/34 (f)

606,311

608,878

4.567% 6/1/35 (f)

560,938

556,780

4.584% 2/1/35 (f)

718,257

706,503

4.601% 8/1/34 (f)

198,611

197,179

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

4.601% 2/1/35 (f)

$ 742,975

$ 735,638

4.643% 1/1/33 (f)

105,699

105,381

4.645% 3/1/35 (f)

74,959

74,538

4.661% 3/1/35 (f)

1,317,916

1,310,581

4.703% 6/1/35 (f)

1,383,729

1,376,380

4.704% 9/1/34 (f)

57,376

57,229

4.708% 10/1/32 (f)

34,710

34,560

4.713% 2/1/33 (f)

31,413

31,631

4.727% 7/1/34 (f)

505,543

501,115

4.729% 10/1/34 (f)

614,942

609,036

4.732% 10/1/32 (f)

47,799

48,449

4.736% 1/1/35 (f)

24,373

24,249

4.778% 12/1/34 (f)

172,921

171,293

4.803% 12/1/32 (f)

235,390

235,491

4.808% 8/1/34 (f)

168,396

168,297

4.815% 5/1/33 (f)

9,079

9,038

4.817% 2/1/33 (f)

248,470

247,531

4.818% 11/1/34 (f)

505,708

501,296

4.832% 10/1/35 (f)

680,349

677,417

4.855% 10/1/35 (f)

442,503

438,262

4.86% 1/1/35 (f)

3,177,844

3,152,995

4.876% 7/1/34 (f)

726,679

722,201

4.921% 2/1/35 (f)

1,703,251

1,688,861

4.96% 8/1/34 (f)

1,630,809

1,623,517

4.989% 12/1/32 (f)

16,796

16,846

4.99% 11/1/32 (f)

127,385

127,904

4.995% 2/1/35 (f)

63,799

63,642

5% 3/1/18 to 6/1/18

3,178,123

3,123,267

5.007% 9/1/34 (f)

2,281,067

2,271,622

5.01% 7/1/34 (f)

85,315

85,042

5.021% 4/1/35 (f)

522,781

521,612

5.037% 11/1/34 (f)

38,177

38,278

5.091% 5/1/35 (f)

1,066,485

1,065,485

5.096% 1/1/34 (f)

151,796

152,099

5.1% 9/1/34 (f)

182,514

182,103

5.108% 5/1/35 (f)

493,368

493,103

5.15% 1/1/36 (f)

1,505,530

1,503,608

5.177% 5/1/35 (f)

647,670

645,193

5.185% 8/1/33 (f)

240,551

240,862

5.196% 6/1/35 (f)

745,429

745,853

5.205% 3/1/35 (f)

100,805

100,505

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Fannie Mae - continued

5.269% 7/1/35 (f)

$ 91,542

$ 91,612

5.359% 12/1/34 (f)

275,859

276,375

5.5% 7/1/13 to 5/1/25

16,789,534

16,720,320

5.513% 5/1/36 (f)

993,509

998,640

6.5% 2/1/08 to 3/1/35

10,766,630

10,973,853

7% 3/1/08 to 6/1/32

1,119,929

1,145,387

7.5% 5/1/12 to 10/1/14

98,714

103,015

11.5% 11/1/15

53,609

57,866

TOTAL FANNIE MAE

108,880,025

Freddie Mac - 2.2%

4.043% 12/1/34 (f)

172,729

170,118

4.097% 12/1/34 (f)

252,519

249,014

4.124% 1/1/35 (f)

753,190

742,668

4.256% 3/1/35 (f)

228,549

225,537

4.298% 5/1/35 (f)

403,150

398,438

4.301% 12/1/34 (f)

266,623

260,102

4.319% 10/1/34 (f)

403,061

400,308

4.326% 2/1/35 (f)

488,011

482,125

4.38% 2/1/35 (f)

265,475

259,266

4.407% 8/1/35 (f)

4,207,766

4,152,184

4.438% 2/1/34 (f)

234,059

230,544

4.443% 3/1/35 (f)

255,929

250,243

4.454% 6/1/35 (f)

370,496

366,012

4.458% 3/1/35 (f)

280,916

274,752

4.546% 2/1/35 (f)

414,682

406,189

4.742% 3/1/33 (f)

82,785

82,251

4.773% 10/1/32 (f)

29,082

29,384

4.93% 9/1/35 (f)

953,610

941,103

4.93% 11/1/35 (f)

988,262

981,945

5.003% 4/1/35 (f)

1,208,767

1,203,476

5.251% 1/1/36 (f)

1,032,540

1,030,417

5.305% 6/1/35 (f)

758,425

755,412

5.5% 9/1/21 (d)

7,571,204

7,542,539

5.5% 7/1/23 to 4/1/24

4,179,025

4,132,802

5.504% 8/1/33 (f)

115,838

116,547

5.619% 12/1/35 (f)

1,688,274

1,697,184

5.652% 4/1/32 (f)

43,079

43,555

5.888% 6/1/35 (f)

451,485

455,377

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Freddie Mac - continued

8.5% 5/1/26 to 7/1/28

$ 187,295

$ 201,996

12% 11/1/19

14,200

15,905

TOTAL FREDDIE MAC

28,097,393

Government National Mortgage Association - 0.1%

4.25% 7/20/34 (f)

678,506

670,402

7% 1/15/25 to 6/15/32

925,358

960,343

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

1,630,745

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $139,701,862)

138,608,163

Asset-Backed Securities - 20.7%

Accredited Mortgage Loan Trust:

Series 2003-2 Class A1, 4.23% 10/25/33

860,731

831,241

Series 2003-3 Class A1, 4.46% 1/25/34

866,279

827,688

Series 2004-2 Class A2, 5.6244% 7/25/34 (f)

892,844

895,771

Series 2004-4 Class A2D, 5.6744% 1/25/35 (f)

453,618

455,157

ACE Securities Corp. Series 2003-HE1:

Class M1, 5.9744% 11/25/33 (f)

405,273

406,778

Class M2, 7.0244% 11/25/33 (f)

270,000

272,786

Aesop Funding II LLC Series 2005-1A Class A1, 3.95% 4/20/08 (c)

2,000,000

1,959,079

American Express Credit Account Master Trust Series 2004-C Class C, 5.83% 2/15/12 (c)(f)

1,627,367

1,631,240

AmeriCredit Automobile Receivables Trust:

Series 2004-1:

Class B, 3.7% 1/6/09

150,000

149,081

Class C, 4.22% 7/6/09

155,000

152,982

Class D, 5.07% 7/6/10

1,105,000

1,095,842

Series 2004-CA Class A4, 3.61% 5/6/11

630,000

616,909

Series 2005-1 Class D, 5.04% 5/6/11

2,500,000

2,468,653

Series 2005-CF Class A4, 4.63% 6/6/12

2,895,000

2,864,206

Series 2005-DA Class A4, 5.02% 11/6/12

4,150,000

4,137,758

Series 2006-1 Class D, 5.49% 4/6/12

1,115,000

1,113,265

Series 2006-RM Class A1, 5.37% 10/6/09

3,000,000

3,001,882

Ameriquest Mortgage Securities, Inc.:

Series 2004-R10 Class M1, 6.0244% 11/25/34 (f)

1,370,000

1,378,307

Series 2004-R11 Class M1, 5.9844% 11/25/34 (f)

2,040,000

2,053,454

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Ameriquest Mortgage Securities, Inc.: - continued

Series 2004-R9:

Class M2, 5.9744% 10/25/34 (f)

$ 1,515,000

$ 1,526,126

Class M4, 6.4944% 10/25/34 (f)

1,945,000

1,970,323

Amortizing Residential Collateral Trust Series 2002-BC3 Class A, 5.6544% 6/25/32 (f)

174,015

174,612

ARG Funding Corp. Series 2005-1A Class A1, 4.02% 4/20/09 (c)

4,100,000

4,024,404

Argent Securities, Inc.:

Series 2003-W3 Class M2, 7.1244% 9/25/33 (f)

3,100,000

3,133,440

Series 2003-W7:

Class A2, 5.7144% 3/1/34 (f)

191,833

192,197

Class M1, 6.0144% 3/1/34 (f)

2,500,000

2,518,329

Series 2003-W9 Class M1, 6.0144% 3/25/34 (f)

1,800,000

1,810,202

Series 2004-W5 Class M1, 5.9244% 4/25/34 (f)

830,000

831,046

Series 2004-W9 Class M3, 6.9244% 6/26/34 (f)

2,230,000

2,267,775

Arran Funding Ltd. Series 2005-A Class C, 5.65% 12/15/10 (f)

3,530,000

3,534,413

Asset Backed Funding Certificates Series 2004-HE1 Class M2, 6.4744% 1/25/34 (f)

485,000

493,196

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE7 Class A3, 5.69% 12/15/33 (f)

146,940

147,400

Series 2004-HE3 Class M2, 6.4444% 6/25/34 (f)

700,000

707,145

Series 2004-HE6 Class A2, 5.6844% 6/25/34 (f)

1,564,777

1,568,670

Series 2005-HE2:

Class M1, 5.7744% 3/25/35 (f)

1,830,000

1,840,378

Class M2, 5.8244% 3/25/35 (f)

460,000

463,500

Series 2005-HE3 Class A4, 5.5244% 4/25/35 (f)

2,471,410

2,472,324

Bayview Financial Acquisition Trust Series 2004-C Class A1, 5.7481% 5/28/44 (f)

1,199,521

1,201,438

Bayview Financial Asset Trust Series 2003-F Class A, 5.8281% 9/28/43 (f)

1,006,973

1,007,330

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 5.7781% 2/28/44 (f)

741,351

742,814

Bear Stearns Asset Backed Securities, Inc.:

Series 2004-BO1:

Class M2, 6.0744% 9/25/34 (f)

794,000

803,547

Class M3, 6.3744% 9/25/34 (f)

540,000

546,411

Class M4, 6.5244% 9/25/34 (f)

460,000

467,947

Class M5, 6.7244% 9/25/34 (f)

435,000

443,048

Series 2004-HE8:

Class M1, 5.9744% 9/25/34 (f)

1,800,000

1,811,084

Class M2, 6.5244% 9/25/34 (f)

890,000

894,695

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

BMW Vehicle Owner Trust Series 2005-A Class B, 4.42% 4/25/11

$ 1,035,000

$ 1,021,218

Capital Auto Receivables Asset Trust:

Series 2005-1 Class B, 5.705% 6/15/10 (f)

1,240,000

1,245,613

Series 2006-1 Class B, 5.26% 10/15/10

500,000

498,376

Series 2006-SN1A:

Class B, 5.5% 4/20/10 (c)

215,000

215,403

Class C, 5.77% 5/20/10 (c)

205,000

205,432

Class D, 6.15% 4/20/11 (c)

345,000

345,674

Capital One Auto Finance Trust:

Series 2005-BSS:

Class B, 4.32% 5/15/10

1,430,000

1,409,140

Series D, 4.8% 9/15/12

1,220,000

1,201,130

Series 2006-B Class A3A, 5.45% 2/15/11

2,500,000

2,510,550

Capital One Master Trust:

Series 2001-1 Class B, 5.84% 12/15/10 (f)

1,700,000

1,706,981

Series 2001-6 Class C, 6.7% 6/15/11 (c)

3,200,000

3,278,250

Capital One Prime Auto Receivable Trust Series 2005-1 Class B, 4.58% 8/15/12

1,850,000

1,816,342

Capital Trust Ltd. Series 2004-1:

Class A2, 5.775% 7/20/39 (c)(f)

645,000

644,998

Class B, 6.075% 7/20/39 (c)(f)

340,000

339,998

Class C, 6.425% 7/20/39 (c)(f)

435,000

434,998

Carmax Auto Owner Trust Series 2006-1 Class C, 5.76% 11/15/12

6,935,000

6,973,228

Carrington Mortgage Loan Trust Series 2006-NC3 Class M10, 7.37% 8/25/36 (c)(f)

185,000

165,951

Caterpillar Financial Asset Trust Series 2006-A Class A3, 5.57% 5/25/10

2,700,000

2,699,750

CDC Mortgage Capital Trust Series 2002-HE2 Class M1, 6.3744% 1/25/33 (f)

835,059

835,463

Chase Credit Card Master Trust Series 2003-6 Class B, 5.68% 2/15/11 (f)

2,150,000

2,163,606

Chase Credit Card Owner Trust Series 2004-1 Class B, 5.53% 5/15/09 (f)

875,000

874,996

Chase Issuance Trust:

Series 2004-C3 Class C3, 5.8% 6/15/12 (f)

3,305,000

3,324,123

Series 2006-C3 Class C3, 5.56% 6/15/11 (f)

2,905,000

2,905,000

CIT Equipment Collateral Trust Series 2006-VT1:

Class A3, 5.13% 12/21/08

2,870,000

2,867,477

Class B, 5.23% 2/20/13

926,212

924,969

Class D, 5.48% 2/20/13

1,031,384

1,029,479

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Citibank Credit Card Issuance Trust:

Series 2002-C1 Class C1, 6.47% 2/9/09 (f)

$ 3,000,000

$ 3,010,732

Series 2003-C1 Class C1, 6.5888% 4/7/10 (f)

2,600,000

2,637,976

Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 5.7344% 12/25/33 (c)(f)

1,147,534

1,147,534

CNH Equipment Trust Series 2005-B Class B, 4.57% 7/16/12

830,000

804,357

College Loan Corp. Trust I Series 2006-1 Class AIO, 10% 7/25/08 (h)

5,690,000

1,065,986

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class M2, 7.3225% 9/25/32 (f)

1,087,165

1,091,582

Series 2004-2:

Class 3A4, 5.5744% 7/25/34 (f)

382,613

382,798

Class M1, 5.8244% 5/25/34 (f)

1,075,000

1,079,180

Series 2004-3 Class 3A4, 5.5744% 8/25/34 (f)

728,944

730,961

Series 2004-4:

Class A, 5.6944% 8/25/34 (f)

166,123

166,298

Class M1, 5.8044% 7/25/34 (f)

775,000

779,610

Class M2, 5.8544% 6/25/34 (f)

920,000

924,653

CPS Auto Receivables Trust Series 2006-B Class A3, 5.73% 6/15/16 (c)

1,244,997

1,254,334

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A Class C, 5.074% 6/15/35 (c)

974,000

959,797

CS First Boston Mortgage Securities Corp.:

Series 2004-FRE1 Class B1, 7.1244% 4/25/34 (f)

1,295,000

1,295,437

Series 2005-FIX1 Class A2, 4.31% 5/25/35

2,090,000

2,054,737

Discover Card Master Trust I Series 2003-4 Class B1, 5.66% 5/16/11 (f)

1,775,000

1,783,885

Diversified REIT Trust Series 2000-1A:

Class A2, 6.971% 3/8/10 (c)

1,430,774

1,462,575

Class E, 6.971% 3/8/10 (c)

865,000

896,292

Drive Auto Receivables Trust:

Series 2005-1 Class A3, 3.75% 4/15/09 (c)

1,010,528

1,003,238

Series 2005-3 Class A3, 4.99% 10/15/10 (c)

2,665,000

2,650,701

Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5:

Class AB1, 5.3867% 5/28/35 (f)

516,196

516,115

Class AB3, 5.5252% 5/28/35 (f)

190,501

190,531

Fieldstone Mortgage Investment Corp. Series 2006-2:

Class 2A2, 5.4944% 7/25/36 (f)

1,240,000

1,239,986

Class M1, 5.6344% 7/25/36 (f)

2,480,000

2,480,882

First Franklin Mortgage Loan Trust Series 2006-FF4N Class N1, 5.5% 3/25/36 (c)

586,271

584,931

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

First Investors Auto Owner Trust Series 2006-A Class A3, 4.93% 2/15/11 (c)

$ 1,220,000

$ 1,212,131

Ford Credit Auto Owner Trust:

Series 2005-A:

Class A4, 3.72% 10/15/09

4,100,000

4,017,068

Class B, 3.88% 1/15/10

590,000

575,409

Series 2006-B Class C, 5.68% 6/15/12

2,040,000

2,044,759

Fremont Home Loan Trust:

Series 2004-1:

Class M1, 5.7744% 2/25/34 (f)

93,578

93,692

Class M2, 5.8244% 2/25/34 (f)

150,000

150,238

Series 2004-C:

Class M1, 5.9744% 8/25/34 (f)

1,120,000

1,129,761

Class M3, 6.4744% 8/25/34 (f)

3,000,000

3,041,042

Series 2004-D:

Class M4, 6.2744% 11/25/34 (f)

295,000

297,457

Class M5, 6.3244% 11/25/34 (f)

245,000

247,143

Series 2005-A Class 2A2, 5.5644% 2/25/35 (f)

1,692,145

1,693,348

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (c)

1,440,000

1,424,531

GE Business Loan Trust:

Series 2004-2 Class A, 0.8454% 12/15/08 (c)(h)

74,358,997

907,447

Series 2005-2 Class IO, 0.5242% 9/15/17 (c)(h)

134,240,000

1,295,416

Greenpoint Credit LLC Series 2001-1 Class 1A, 5.665% 4/20/32 (f)

580,989

580,913

GSAMP Trust:

Series 2002-NC1 Class A2, 5.6444% 7/25/32 (f)

4,389

4,445

Series 2003-HE2 Class M1, 5.9744% 8/25/33 (f)

650,000

652,808

Series 2005-MTR1 Class A1, 5.4644% 10/25/35 (f)

2,175,405

2,175,405

Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 6.4044% 5/25/30 (c)(f)

4,180,000

4,180,000

Harwood Street Funding I LLC Series 2004-1A Class CTFS, 7.325% 9/20/09 (c)(f)

4,400,000

4,406,024

Home Equity Asset Trust:

Series 2002-2 Class A4, 5.6744% 6/25/32 (f)

5,664

5,667

Series 2003-3 Class A4, 5.7844% 2/25/33 (f)

493

493

Series 2003-5 Class A2, 5.6744% 12/25/33 (f)

39,981

40,108

Series 2003-7 Class A2, 5.7044% 3/25/34 (f)

196,029

196,114

Series 2003-8 Class M1, 6.0444% 4/25/34 (f)

845,000

852,875

Series 2004-1 Class M2, 6.5244% 6/25/34 (f)

655,000

661,287

Series 2004-2 Class A2, 5.6144% 7/25/34 (f)

82,049

82,082

Series 2004-3:

Class M1, 5.8944% 8/25/34 (f)

425,000

426,801

Class M2, 6.5244% 8/25/34 (f)

465,000

470,963

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Home Equity Asset Trust: - continued

Series 2004-6 Class A2, 5.6744% 12/25/34 (f)

$ 904,647

$ 906,315

Household Automotive Trust Series 2004-1 Class A4, 3.93% 7/18/11

1,170,000

1,146,231

Household Home Equity Loan Trust Series 2003-2 Class M, 5.905% 9/20/33 (f)

145,013

145,096

Household Mortgage Loan Trust Series 2004-HC1 Class A, 5.675% 2/20/34 (f)

371,679

371,887

Household Private Label Credit Card Master Note Trust I Series 2002-2 Class B, 5.88% 1/18/11 (f)

1,000,000

1,002,137

HSBC Automotive Trust:

Series 2006-1 Class A3, 5.43% 6/17/11

2,100,000

2,110,361

Series 2006-2 Class A4, 5.67% 6/17/13

3,500,000

3,549,350

HSBC Home Equity Loan Trust:

Series 2005-2:

Class M1, 5.785% 1/20/35 (f)

370,016

370,839

Class M2, 5.815% 1/20/35 (f)

277,512

278,491

Series 2005-3 Class A1, 5.585% 1/20/35 (f)

2,268,614

2,270,704

Hyundai Auto Receivables Trust Series 2005-A:

Class B, 4.2% 2/15/12

1,115,000

1,091,772

Class C, 4.22% 2/15/12

185,000

181,729

John Deere Owner Trust Series 2006-A Class A3, 5.38% 7/15/10

3,260,000

3,272,137

Lancer Funding Ltd. Series 2006-1A Class A3, 7.1856% 4/6/46 (c)(f)

995,181

997,669

Marriott Vacation Club Owner Trust:

Series 2005-2 Class A, 5.25% 10/20/27 (c)

1,068,635

1,058,950

Series 2006-1A:

Class B, 5.827% 4/20/28 (c)

284,939

287,482

Class C, 6.125% 4/20/28 (c)

284,939

287,457

MASTR Asset Backed Securities Trust Series 2004-FRE1 Class M1, 5.8744% 7/25/34 (f)

843,935

845,836

MBNA Credit Card Master Note Trust:

Series 2002-B1 Class B1, 5.15% 7/15/09

1,025,000

1,023,528

Series 2002-B2 Class B2, 5.71% 10/15/09 (f)

3,600,000

3,607,784

MBNA Master Credit Card Trust II:

Series 1998-E Class B, 5.8369% 9/15/10 (f)

1,500,000

1,506,900

Series 1998-G Class B, 5.73% 2/17/09 (f)

1,550,000

1,550,143

Series 2000-L Class B, 5.83% 4/15/10 (f)

650,000

652,609

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 5.8244% 7/25/34 (f)

402,448

403,227

Merrill Lynch Mortgage Investors, Inc.:

Series 2003-OPT1 Class M1, 5.9744% 7/25/34 (f)

1,145,000

1,151,663

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Merrill Lynch Mortgage Investors, Inc.: - continued

Series 2004-CB6 Class A1, 5.6544% 7/25/35 (f)

$ 202,853

$ 203,183

Series 2004-FM1 Class M2, 6.4744% 1/25/35 (f)

300,000

301,411

Morgan Stanley ABS Capital I, Inc.:

Series 2004-HE6 Class A2, 5.6644% 8/25/34 (f)

749,815

751,715

Series 2004-NC6 Class A2, 5.6644% 7/25/34 (f)

166,133

166,274

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC1 Class M2, 6.9294% 10/25/31 (f)

23,290

23,312

Series 2002-AM3 Class A3, 5.8144% 2/25/33 (f)

79,980

80,147

Series 2002-HE2 Class M1, 6.0244% 8/25/32 (f)

1,150,000

1,166,214

Series 2002-NC1 Class M1, 6.5244% 2/25/32 (c)(f)

616,912

633,876

Series 2003-NC1 Class M1, 6.3744% 11/25/32 (f)

500,739

501,803

National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (c)(f)(h)

1,725,000

465,481

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (h)

1,885,000

789,627

Series 2005-2 Class AIO, 7.73% 3/25/12 (h)

1,265,000

312,746

Series 2005-3W Class AIO1, 4.8% 7/25/12 (h)

4,090,000

685,648

Series 2005-GT1 Class AIO, 6.75% 12/25/09 (h)

900,000

188,121

Navistar Financial Corp. Owner Trust Series 2005-A Class A4, 4.43% 1/15/14

1,165,000

1,141,649

Nissan Auto Lease Trust Series 2005-A Class A3, 4.7% 10/15/08

3,120,000

3,101,755

Nissan Auto Receivables Owner Trust Series 2005-A Class A4, 3.82% 7/15/10

1,210,000

1,183,757

Northstar Education Finance, Inc., Delaware Series 2005-1 Class A5, 4.74% 10/30/45

1,695,000

1,665,115

Onyx Acceptance Owner Trust Series 2005-A Class A3, 3.69% 5/15/09

774,483

767,829

Ownit Mortgage Loan Asset-Backed Certificates Series 2005-4 Class A2A1, 5.4444% 8/25/36 (f)

1,869,999

1,870,273

Park Place Securities, Inc.:

Series 2004 WWF1 Class M4, 6.4244% 1/25/35 (f)

1,905,000

1,930,095

Series 2004-WCW1:

Class M1, 5.9544% 9/25/34 (f)

640,000

647,739

Class M2, 6.0044% 9/25/34 (f)

380,000

383,384

Class M3, 6.5744% 9/25/34 (f)

730,000

738,580

Class M4, 6.7744% 9/25/34 (f)

1,000,000

1,011,321

Series 2004-WCW2 Class A2, 5.7044% 10/25/34 (f)

432,395

432,858

Series 2004-WHQ2 Class A3E, 5.7444% 2/25/35 (f)

777,772

779,808

Residential Asset Mortgage Products, Inc.:

Series 2003-RZ2 Class A1, 3.6% 4/25/33

344,302

335,643

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Residential Asset Mortgage Products, Inc.: - continued

Series 2004-RS10 Class MII2, 6.5744% 10/25/34 (f)

$ 2,600,000

$ 2,650,737

Series 2005-SP2 Class 1A1, 5.4744% 5/25/44 (f)

1,132,632

1,132,867

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-UP1 Class A, 3.45% 4/25/32 (c)

471,486

453,068

Saxon Asset Securities Trust Series 2004-2 Class MV1, 5.9044% 8/25/35 (f)

980,000

983,043

SBA CMBS Trust Series 2005-1A:

Class D, 6.219% 11/15/35 (c)

1,370,000

1,380,825

Class E, 6.706% 11/15/35 (c)

365,000

363,545

Securitized Asset Backed Receivables LLC Trust Series 2004-NC1:

Class A2, 5.5744% 2/25/34 (f)

274,036

274,034

Class M1, 5.8444% 2/25/34 (f)

610,000

612,048

Sierra Timeshare Receivables Fund LLC Series 2006-1A:

Class A1, 5.84% 5/20/18 (c)

1,850,726

1,872,442

Class A2, 5.475% 5/20/18 (c)(f)

5,221,371

5,221,345

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 5.11% 6/15/21 (f)

1,800,000

1,810,229

Series 2004-A:

Class B, 5.9094% 6/15/33 (f)

400,000

405,240

Class C, 6.2794% 6/15/33 (f)

1,020,000

1,032,353

Series 2004-B Class C, 5.78% 9/15/33 (f)

1,900,000

1,902,831

SLMA Student Loan Trust Series 2005-7 Class A3, 4.41% 7/25/25

2,500,000

2,464,850

Structured Asset Securities Corp. Series 2005-5N Class 3A1A, 5.6244% 11/25/35 (f)

2,528,138

2,530,281

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 5.78% 3/15/11 (c)(f)

2,520,000

2,520,000

Superior Wholesale Inventory Financing Trust XII Series 2005-A12 Class C, 6.53% 6/15/10 (f)

1,405,000

1,407,587

Terwin Mortgage Trust Series 2003-4HE Class A1, 5.7544% 9/25/34 (f)

153,894

154,577

Volkswagen Auto Lease Trust:

Series 2004-A Class A3, 2.84% 7/20/07

478,472

477,650

Series 2005-A Class A4, 3.94% 10/20/10

3,625,000

3,574,347

WFS Financial Owner Trust:

Series 2004-3:

Class A4, 3.93% 2/17/12

5,000,000

4,917,552

Class D, 4.07% 2/17/12

615,910

608,764

Series 2004-4 Class D, 3.58% 5/17/12

528,464

518,989

Series 2005-1 Class D, 4.09% 8/15/12

465,141

457,879

Series 2005-3 Class C, 4.54% 5/17/13

850,000

836,933

Asset-Backed Securities - continued

Principal Amount

Value
(Note 1)

Whinstone Capital Management Ltd. Series 1A Class B3, 6.385% 10/25/44 (c)(f)

$ 3,320,000

$ 3,320,332

WM Asset Holdings Corp. Series 2006-7 Class N1, 5.926% 10/25/46 (c)

2,125,000

2,125,000

World Omni Auto Receivables Trust Series 2005-A Class A3, 3.54% 6/12/09

983,796

973,167

TOTAL ASSET-BACKED SECURITIES

(Cost $270,120,918)

269,916,729

Collateralized Mortgage Obligations - 12.0%

Private Sponsor - 6.7%

Adjustable Rate Mortgage Trust floater:

Series 2004-1 Class 9A2, 5.7244% 1/25/34 (f)

420,649

421,816

Series 2004-2 Class 7A3, 5.7244% 2/25/35 (f)

961,988

965,204

Series 2004-4 Class 5A2, 5.7244% 3/25/35 (f)

389,963

390,902

Bear Stearns Adjustable Rate Mortgage Trust Series 2005-6 Class 1A1, 5.1057% 8/25/35 (f)

2,800,627

2,793,852

Bear Stearns Alt-A Trust floater:

Series 2005-1 Class A1, 5.6044% 1/25/35 (f)

672,586

673,657

Series 2005-2 Class 1A1, 5.5744% 3/25/35 (f)

1,607,947

1,608,187

Series 2005-5 Class 1A1, 5.5444% 7/25/35 (f)

1,101,416

1,101,312

Countrywide Home Loans, Inc. sequential pay Series 2002-25 Class 2A1, 5.5% 11/27/17

574,136

571,234

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR4 Class 5A2, 5.6944% 5/25/34 (f)

153,923

154,106

Series 2004-AR5 Class 11A2, 5.6944% 6/25/34 (f)

232,399

232,623

Series 2004-AR8 Class 8A2, 5.7044% 9/25/34 (f)

346,454

348,085

Granite Master Issuer PLC floater:

Series 2005-2 Class C1, 5.8925% 12/20/54 (f)

1,800,000

1,799,820

Series 2005-4:

Class C1, 5.8225% 12/20/54 (f)

1,350,000

1,350,158

Class M2, 5.6725% 12/20/54 (f)

1,300,000

1,300,203

Series 2006-1A Class C2, 5.9925% 12/20/54 (c)(f)

1,100,000

1,099,956

Series 2006-2 Class C1, 5.97% 12/20/54 (f)

2,575,000

2,577,370

Granite Mortgages PLC floater Series 2004-2 Class 1C, 6.1138% 6/20/44 (f)

120,385

120,442

Holmes Financing No. 8 PLC floater Series 2:

Class B, 5.6769% 7/15/40 (f)

565,000

565,177

Class C, 6.2269% 7/15/40 (f)

1,295,000

1,297,024

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 5.7744% 10/25/34 (f)

1,322,141

1,327,192

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Impac CMB Trust floater:

Series 2004-6 Class 1A2, 5.7144% 10/25/34 (f)

$ 370,411

$ 371,305

Series 2004-9:

Class M2, 5.9744% 1/25/35 (f)

483,877

485,565

Class M3, 6.0244% 1/25/35 (f)

358,695

359,806

Class M4, 6.3744% 1/25/35 (f)

182,959

183,425

Series 2005-1:

Class M1, 5.7844% 4/25/35 (f)

450,131

450,981

Class M2, 5.8244% 4/25/35 (f)

776,476

777,833

Class M3, 5.8544% 4/25/35 (f)

191,306

191,987

JPMorgan Mortgage Trust Series 2005-A8 Class 2A3, 4.9591% 11/25/35 (f)

400,000

396,133

Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 5.7838% 9/26/45 (c)(f)

1,032,516

1,035,370

Lehman XS Trust floater Series 2006-GP1 Class A1, 5.4144% 5/25/46 (f)

3,451,962

3,449,340

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

239,986

237,736

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2332% 8/25/17 (f)

1,065,376

1,076,049

MASTR Adjustable Rate Mortgages Trust floater Series 2005-1 Class 1A1, 5.5944% 3/25/35 (f)

831,409

833,258

Merrill Lynch Mortgage Investors, Inc.:

floater:

Series 2003-A Class 2A1, 5.7144% 3/25/28 (f)

1,034,737

1,040,492

Series 2003-F Class A2, 5.42% 10/25/28 (f)

1,264,198

1,265,855

Series 2004-B Class A2, 5.5875% 6/25/29 (f)

1,782,801

1,783,018

Series 2004-C Class A2, 5.01% 7/25/29 (f)

1,140,216

1,138,924

Series 2004-D Class A2, 5.82% 9/25/29 (f)

1,047,834

1,048,842

Series 2003-E Class XA1, 0.8108% 10/25/28 (f)(h)

5,953,481

41,519

Series 2003-G Class XA1, 1% 1/25/29 (h)

5,194,623

38,785

Series 2003-H Class XA1, 1% 1/25/29 (c)(h)

4,540,886

38,627

MortgageIT Trust floater Series 2004-2:

Class A1, 5.6944% 12/25/34 (f)

862,302

861,405

Class A2, 5.7744% 12/25/34 (f)

1,165,705

1,175,163

Opteum Mortgage Acceptance Corp. Series 2005-3 Class APT, 5.6144% 7/25/35 (f)

2,149,061

2,151,495

Permanent Financing No. 3 PLC floater Series 2 Class C, 6.35% 6/10/42 (f)

605,000

606,630

Permanent Financing No. 4 PLC floater Series 2:

Class C, 6.02% 6/10/42 (f)

1,495,000

1,501,142

Class M, 5.63% 6/10/42 (f)

345,000

344,847

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Permanent Financing No. 5 PLC floater:

Series 2 Class C, 5.95% 6/10/42 (f)

$ 915,000

$ 918,146

Series 3 Class C, 6.12% 6/10/42 (f)

1,935,000

1,954,350

Residential Asset Mortgage Products, Inc.:

sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31

718,098

725,314

Series 2005-AR5 Class 1A1, 4.836% 9/19/35 (f)

788,190

784,447

Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (c)(h)

15,021,229

57,944

Sequoia Mortgage Trust:

floater:

Series 2003-5 Class A2, 5.27% 9/20/33 (f)

372,303

372,428

Series 2003-6 Class A2, 4.69% 11/20/33 (f)

886,347

886,478

Series 2003-7 Class A2, 5.6419% 1/20/34 (f)

979,054

979,467

Series 2004-2 Class A, 5.21% 3/20/34 (f)

427,744

428,140

Series 2004-3 Class A, 5.3063% 5/20/34 (f)

933,470

933,485

Series 2004-4 Class A, 5.48% 5/20/34 (f)

801,250

801,320

Series 2004-5 Class A3, 5.5769% 6/20/34 (f)

887,723

887,479

Series 2004-6 Class A3A, 5.8275% 6/20/35 (f)

629,525

630,828

Series 2004-7 Class A3A, 5.265% 8/20/34 (f)

733,829

734,829

Series 2004-8 Class A2, 5.31% 9/20/34 (f)

1,028,241

1,030,961

Series 2005-1 Class A2, 5.8325% 2/20/35 (f)

742,429

744,634

Series 2003-7 Class X1, 0.7678% 1/20/34 (f)(h)

43,355,660

121,938

Series 2003-8 Class X1, 0.7221% 1/20/34 (f)(h)

26,324,135

139,186

Series 2004-1 Class X1, 0.8% 2/20/34 (h)

5,409,700

17,328

Structured Adjustable Rate Mortgage Loan Trust floater Series 2005-10 Class A1, 5.5244% 6/25/35 (f)

819,211

819,338

Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 5.7244% 9/25/33 (c)(f)

280,439

280,659

Wachovia Mortgage Loan Trust LLC Series 2005-B Class 2A4, 5.1863% 10/20/35 (f)

320,000

317,565

WaMu Mortgage pass thru certificates floater:

Series 2005-AR11 Class A1C1, 5.5244% 8/25/45 (f)

925,820

926,027

Series 2005-AR13 Class A1C1, 5.5144% 10/25/45 (f)

880,118

880,319

WaMu Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

196,001

201,186

Series 2004-RA2 Class 2A, 7% 7/25/33

304,602

308,790

Wells Fargo Mortgage Backed Securities Trust:

Series 2003-14 Class 1A1, 4.75% 12/25/18

1,583,018

1,526,129

Series 2004-M Class A3, 4.6742% 8/25/34 (f)

2,141,141

2,126,891

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

Private Sponsor - continued

Wells Fargo Mortgage Backed Securities Trust:

Series 2005-AR2 Class 2A2, 4.57% 3/25/35

$ 4,816,726

$ 4,727,258

Series 2005-AR4 Class 2A2, 4.5296% 4/25/35 (f)

8,132,551

7,966,867

Series 2005-AR9 Class 2A1, 4.3623% 5/25/35 (f)

7,495,391

7,351,023

Series 2006-AR8 Class 2A6, 5.24% 4/25/36 (f)

3,295,000

3,267,813

TOTAL PRIVATE SPONSOR

87,432,419

U.S. Government Agency - 5.3%

Fannie Mae planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

1,149,121

1,170,913

Series 1994-30 Class JA, 5% 7/25/23

538,098

534,411

Series 2006-64 Class PA, 5.5% 2/25/30

9,117,007

9,128,979

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2006-49 Class CA, 6% 2/25/31

8,346,693

8,456,350

Series 2006-54 Class PE, 6% 2/25/33

2,501,520

2,537,986

sequential pay:

Series 2001-40 Class Z, 6% 8/25/31

1,461,229

1,481,649

Series 2003-76 Class BA, 4.5% 3/25/18

3,887,291

3,766,658

Series 2004-3 Class BA, 4% 7/25/17

164,662

158,021

Series 2004-86 Class KC, 4.5% 5/25/19

646,856

623,916

Series 2004-31 Class IA, 4.5% 6/25/10 (h)

483,710

5,598

Freddie Mac sequential pay Series 2114 Class ZM, 6% 1/15/29

651,542

657,745

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2489 Class PD, 6% 2/15/31

424,672

425,183

Series 2535 Class PC, 6% 9/15/32

1,975,000

2,001,182

Series 2625 Class QX, 2.25% 3/15/22

252,483

246,554

Series 2640 Class QG, 2% 4/15/22

324,021

315,298

Series 2660 Class ML, 3.5% 7/15/22

12,165,000

11,920,735

Series 2690 Class PD, 5% 2/15/27

2,980,000

2,947,791

Series 2755 Class LC, 4% 6/15/27

2,225,000

2,136,604

Series 2901 Class UM, 4.5% 1/15/30

5,377,387

5,258,969

sequential pay:

Series 2523 Class JB, 5% 6/15/15

1,071,579

1,065,626

Series 2609 Class UJ, 6% 2/15/17

1,602,064

1,622,062

Series 2635 Class DG, 4.5% 1/15/18

4,370,661

4,241,033

Series 2780 Class A, 4% 12/15/14

4,100,379

3,977,882

Collateralized Mortgage Obligations - continued

Principal Amount

Value
(Note 1)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

sequential pay:

Series 2786 Class GA, 4% 8/15/17

$ 1,859,003

$ 1,784,041

Series 2970 Class YA, 5% 9/15/18

1,648,745

1,630,630

Series 1803 Class A, 6% 12/15/08

335,552

335,949

Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2002-5 Class PD, 6.5% 5/16/31

404,762

408,028

TOTAL U.S. GOVERNMENT AGENCY

68,839,793

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $156,746,208)

156,272,212

Commercial Mortgage Securities - 9.1%

280 Park Avenue Trust floater Series 2001-280 Class X1, 1.0056% 2/3/11 (c)(f)(h)

15,125,796

568,553

Asset Securitization Corp.:

sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

40,947

41,250

Series 1997-D5 Class PS1, 1.7254% 2/14/43 (f)(h)

9,809,132

366,080

Banc of America Commercial Mortgage, Inc.:

sequential pay Series 2005-1 Class A2, 4.64% 11/10/42

2,930,000

2,900,843

Series 2002-2 Class XP, 1.7827% 7/11/43 (c)(f)(h)

7,279,323

335,535

Series 2004-6 Class XP, 0.6075% 12/10/42 (f)(h)

13,838,519

273,585

Series 2005-4 Class XP, 0.2063% 7/10/45 (f)(h)

17,628,265

174,061

Banc of America Large Loan, Inc.:

floater:

Series 2003-BBA2:

Class C, 5.8% 11/15/15 (c)(f)

28,473

28,477

Class D, 5.88% 11/15/15 (c)(f)

365,000

365,037

Class F, 6.23% 11/15/15 (c)(f)

260,000

260,081

Class H, 6.73% 11/15/15 (c)(f)

235,000

235,085

Class J, 7.28% 11/15/15 (c)(f)

245,000

245,106

Class K, 7.93% 11/15/15 (c)(f)

220,000

218,946

Series 2006-LAQ:

Class H, 6.0481% 2/9/21 (c)(f)

650,000

652,451

Class J, 6.1381% 2/9/21 (c)(f)

470,000

471,770

Class K, 6.3681% 2/9/21 (c)(f)

1,305,000

1,309,074

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Banc of America Large Loan, Inc.: - continued

floater:

Series 2006-ESH:

Class A, 6.19% 7/14/11 (c)(f)

$ 1,381,181

$ 1,380,196

Class B, 6.29% 7/14/11 (c)(f)

688,752

687,531

Class C, 6.44% 7/14/11 (c)(f)

1,379,342

1,378,359

Class D, 7.07% 7/14/11 (c)(f)

801,662

803,948

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class A, 5.9044% 12/25/33 (c)(f)

2,181,429

2,188,246

Series 2004-1:

Class A, 5.6844% 4/25/34 (c)(f)

1,007,141

1,009,030

Class B, 7.2244% 4/25/34 (c)(f)

125,893

127,152

Class M1, 5.8844% 4/25/34 (c)(f)

62,946

63,143

Class M2, 6.5244% 4/25/34 (c)(f)

62,946

63,615

Series 2004-2:

Class A, 5.7544% 8/25/34 (c)(f)

1,121,932

1,126,139

Class M1, 5.9044% 8/25/34 (c)(f)

361,796

363,605

Series 2004-3:

Class A1, 5.6944% 1/25/35 (c)(f)

1,270,076

1,274,045

Class A2, 5.7444% 1/25/35 (c)(f)

198,449

198,821

Series 2005-4A:

Class A2, 5.7144% 1/25/36 (c)(f)

1,523,764

1,525,668

Class B1, 6.7244% 1/25/36 (c)(f)

95,235

96,247

Class M1, 5.7744% 1/25/36 (c)(f)

476,176

477,515

Class M2, 5.7944% 1/25/36 (c)(f)

190,470

191,006

Class M3, 5.8244% 1/25/36 (c)(f)

190,470

190,887

Class M4, 5.9344% 1/25/36 (c)(f)

95,235

95,652

Class M5, 5.9744% 1/25/36 (c)(f)

95,235

95,711

Class M6, 6.0244% 1/25/36 (c)(f)

95,235

95,533

Series 2004-1 Class IO, 1.25% 4/25/34 (c)(h)

10,969,984

594,013

Series 2006-2A Class IO, 0.8495% 7/25/36 (c)(h)

17,884,184

1,580,407

Bear Stearns Commercial Mortgage Securities, Inc.:

floater Series 2004-BBA3 Class E, 6.03% 6/15/17 (c)(f)

2,265,000

2,264,358

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (c)

625,000

619,106

Series 2002-TOP8 Class X2, 2.1025% 8/15/38 (c)(f)(h)

7,763,326

492,937

Series 2003-PWR2 Class X2, 0.5762% 5/11/39 (c)(f)(h)

20,445,140

384,430

Series 2004-PWR6 Class X2, 0.6764% 11/11/41 (c)(f)(h)

8,167,168

227,917

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Bear Stearns Commercial Mortgage Securities, Inc.: - continued

Series 2005-PWR9 Class X2, 0.4052% 9/11/42 (c)(f)(h)

$ 51,415,000

$ 962,386

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.8426% 5/15/35 (c)(f)(h)

43,233,630

2,315,727

Chase Commercial Mortgage Securities Corp. sequential pay Series 1999-2 Class A1, 7.032% 1/15/32

55,642

55,768

Citigroup Commercial Mortgage Trust:

sequential pay Series 2005-EMG Class A2, 4.2211% 9/20/51 (c)

985,000

953,542

Series 2004-C2 Class XP, 0.9601% 10/15/41 (c)(f)(h)

9,483,053

349,706

COMM:

floater:

Series 2002-FL6 Class G, 7.23% 6/14/14 (c)(f)

800,000

799,963

Series 2002-FL7:

Class D, 5.9% 11/15/14 (c)(f)

118,857

118,879

Class H, 7.58% 11/15/14 (c)(f)

1,232,000

1,232,195

Series 2004-LBN2 Class X2, 1.0022% 3/10/39 (c)(f)(h)

3,237,429

93,054

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class B, 6.0903% 9/15/30 (f)

3,420,000

3,473,085

Commercial Mortgage Asset Trust sequential pay Series 1999-C1 Class A3, 6.64% 1/17/32

675,000

695,592

Commercial Mortgage pass thru certificates:

floater Series 2004-HTL1:

Class B, 5.78% 7/15/16 (c)(f)

18,416

18,425

Class D, 5.88% 7/15/16 (c)(f)

42,855

42,877

Class E, 6.08% 7/15/16 (c)(f)

30,103

30,129

Class F, 6.13% 7/15/16 (c)(f)

72,411

72,480

Class H, 6.63% 7/15/16 (c)(f)

206,928

207,388

Class J, 6.78% 7/15/16 (c)(f)

80,225

80,537

Class K, 7.68% 7/15/16 (c)(f)

90,132

90,584

Series 2005-LP5 Class XP, 0.3858% 5/10/43 (f)(h)

18,505,650

259,762

CS First Boston Mortgage Securities Corp.:

floater Series 2005-TFLA:

Class C, 5.57% 2/15/20 (c)(f)

1,210,000

1,210,376

Class E, 5.66% 2/15/20 (c)(f)

440,000

440,180

Class F, 5.71% 2/15/20 (c)(f)

375,000

375,157

Class G, 5.85% 2/15/20 (c)(f)

110,000

110,040

Class H, 6.08% 2/15/20 (c)(f)

155,000

155,067

sequential pay:

Series 1999-C1 Class A2, 7.29% 9/15/41

2,933,533

3,060,130

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.: - continued

sequential pay:

Series 2004-C1 Class A2, 3.516% 1/15/37

$ 3,035,000

$ 2,936,531

Series 2001-CK6 Class AX, 0.645% 9/15/18 (h)

18,677,994

545,519

Series 2003-C3 Class ASP, 1.7652% 5/15/38 (c)(f)(h)

22,519,015

1,056,865

Series 2004-C1 Class ASP, 0.8785% 1/15/37 (c)(f)(h)

15,583,964

445,753

Series 2005-C1 Class ASP, 0.393% 2/15/38 (c)(f)(h)

19,352,736

300,165

Series 2005-C2 Class ASP, 0.583% 4/15/37 (c)(f)(h)

15,881,923

391,167

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

975,000

1,009,003

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1:

Class A1A, 7.45% 6/10/33

42,913

42,860

Class A1B, 7.62% 6/10/33

1,770,000

1,900,523

EQI Financing Partnership I LP Series 1997-1 Class B, 7.37% 12/20/15 (c)

354,197

355,894

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

1,755,199

1,768,598

GE Capital Commercial Mortgage Corp. Series 2001-1 Class X1, 0.4582% 5/15/33 (c)(f)(h)

11,007,942

363,338

GE Capital Mall Finance Corp. Series 1998-1A Class B2, 7.25% 9/13/28 (c)(f)

1,490,000

1,543,600

GE Commercial Mortgage Corp. sequential pay Series 2004-C3 Class A2, 4.433% 7/10/39

4,015,000

3,937,661

GGP Mall Properties Trust sequential pay Series 2001-C1A Class A2, 5.007% 11/15/11 (c)

8,930

8,921

Global Signal Trust III Series 2006-1:

Class B, 5.588% 2/15/36 (c)

735,000

734,344

Class C, 5.707% 2/15/36 (c)

910,000

909,902

GMAC Commercial Mortgage Securities, Inc.:

sequential pay:

Series 1997-C2 Class A3, 6.566% 4/15/29

281,961

284,473

Series 2003-C2 Class A1, 4.576% 5/10/40

5,039,620

4,959,934

Series 2006-C1 Class XP, 4.975% 11/10/45

1,594,855

1,586,199

Series 2004-C3 Class X2, 0.7177% 12/10/41 (f)(h)

12,934,175

301,611

Series 2006-C1 Class XP, 0.1666% 11/10/45 (f)(h)

23,614,968

216,330

Greenwich Capital Commercial Funding Corp.:

Series 2002-C1 Class SWDB, 5.857% 11/11/19 (c)

1,150,000

1,136,917

Series 2003-C2 Class XP, 1.0316% 1/5/36 (c)(f)(h)

22,517,784

662,590

Series 2005-GG3 Class XP, 0.803% 8/10/42 (c)(f)(h)

57,066,522

1,642,089

GS Mortgage Securities Corp. II sequential pay Series 2003-C1 Class A2A, 3.59% 1/10/40

1,705,000

1,668,472

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Guggenheim Structure Real Estate Funding Ltd. floater Series 2006-3:

Class B, 5.73% 9/25/46 (c)(f)

$ 700,000

$ 700,000

Class C, 5.88% 9/25/46 (c)(f)

1,750,000

1,750,000

Hilton Hotel Pool Trust:

sequential pay Series 2000-HLTA Class A1, 7.055% 10/3/15 (c)

540,300

560,706

Series 2000-HLTA Class D, 7.555% 10/3/15 (c)

1,275,000

1,353,533

Host Marriott Pool Trust sequential pay Series 1999-HMTA:

Class A, 6.98% 8/3/15 (c)

381,267

390,356

Class B, 7.3% 8/3/15 (c)

505,000

531,641

Class D, 7.97% 8/3/15 (c)

425,000

454,067

JPMorgan Chase Commercial Mortgage Securities Corp.:

sequential pay Series 2001-C1 Class A2, 5.464% 10/12/35

2,029,683

2,027,327

Series 2002-C3 Class X2, 1.2396% 7/12/35 (c)(f)(h)

6,184,400

177,025

Series 2003-CB7 Class X2, 0.7763% 1/12/38 (c)(f)(h)

4,338,099

104,665

Series 2003-LN1 Class X2, 0.685% 10/15/37 (c)(f)(h)

26,278,568

529,511

Series 2004-C1 Class X2, 0.9934% 1/15/38 (c)(f)(h)

3,989,019

129,200

Series 2004-CB8 Class X2, 1.1192% 1/12/39 (c)(f)(h)

4,864,265

180,392

LB Commercial Conduit Mortgage Trust sequential pay:

Series 1998-C4 Class A1B, 6.21% 10/15/35

2,693,357

2,733,602

Series 1999-C1 Class A2, 6.78% 6/15/31

2,650,000

2,735,339

LB-UBS Commercial Mortgage Trust:

sequential pay Series 2003-C3 Class A2, 3.086% 5/15/27

1,465,000

1,414,464

Series 2002-C4 Class XCP, 1.4444% 10/15/35 (c)(f)(h)

12,294,694

429,353

Series 2002-C7 Class XCP, 1.1074% 1/15/36 (c)(f)(h)

12,741,084

255,724

Series 2003-C1 Class XCP, 1.3428% 12/15/36 (c)(f)(h)

6,459,319

210,842

Series 2004-C2 Class XCP, 1.4108% 3/1/36 (c)(f)(h)

10,840,783

369,557

Series 2004-C6 Class XCP, 0.7182% 8/15/36 (c)(f)(h)

15,007,405

350,280

Series 2005-C7 Class XCP, 0.2172% 11/15/40 (f)(h)

82,165,000

836,152

Series 2006-C1 Class XCP, 0.3519% 2/15/41 (f)(h)

63,405,000

1,143,535

LB-UBS Westfield Trust Series 2001-WM Class X, 0.5408% 7/14/16 (c)(f)(h)

12,233,033

299,969

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2003-LLFA:

Class J, 7.38% 12/16/14 (c)(f)

$ 1,420,000

$ 1,419,748

Class K1, 7.88% 12/16/14 (c)(f)

730,000

729,271

Merrill Lynch Mortgage Trust:

Series 2002-MW1 Class XP, 1.5436% 7/12/34 (c)(f)(h)

4,750,221

184,681

Series 2005-GGP1 Class H, 4.374% 11/15/10 (c)

1,240,000

1,226,639

Series 2005-MCP1 Class XP, 0.5842% 6/12/43 (f)(h)

15,379,104

422,253

Series 2005-MKB2 Class XP, 0.2943% 9/12/42 (f)(h)

7,640,446

91,996

Morgan Stanley Capital I Trust Series 2006-T23 Class A1, 5.682% 8/12/41

775,000

786,192

Morgan Stanley Capital I, Inc.:

sequential pay:

Series 1999-LIFE Class A1, 6.97% 4/15/33

314,328

319,358

Series 2003-IQ5:

Class A2, 4.09% 4/15/38

832,780

818,871

Class X2, 0.9674% 4/15/38 (c)(f)(h)

8,572,794

261,944

Series 2003-IQ6 Class X2, 0.5979% 12/15/41 (c)(f)(h)

15,750,625

365,052

Series 2005-HQ5 Class X2, 0.3508% 1/14/42 (f)(h)

17,001,554

218,368

Series 2005-IQ9 Class X2, 1.069% 7/15/56 (c)(f)(h)

14,464,213

607,591

Series 2005-TOP17 Class X2, 0.624% 12/13/41 (f)(h)

11,021,706

308,333

Morgan Stanley Dean Witter Capital I Trust:

Series 2003-HQ2 Class X2, 1.3935% 3/12/35 (c)(f)(h)

11,724,908

561,817

Series 2003-TOP9 Class X2, 1.5085% 11/13/36 (c)(f)(h)

7,763,515

362,478

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

1,063,641

1,075,738

NationsLink Funding Corp. Series 1999-1 Class C, 6.571% 1/20/31

1,080,000

1,107,237

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 5.8056% 3/24/18 (c)(f)

1,114,892

1,116,982

TrizecHahn Office Properties Trust Series 2001-TZHA:

Class C3, 6.522% 3/15/13 (c)

572,633

578,913

Class E3, 7.253% 3/15/13 (c)

842,203

860,526

Wachovia Bank Commercial Mortgage Trust:

floater Series 2005-WL6A:

Class A2, 5.58% 10/15/17 (c)(f)

1,460,000

1,460,681

Class B, 5.63% 10/15/17 (c)(f)

290,000

290,122

Class D, 5.76% 10/15/17 (c)(f)

585,000

585,254

Commercial Mortgage Securities - continued

Principal Amount

Value
(Note 1)

Wachovia Bank Commercial Mortgage Trust: - continued

sequential pay Series 2003-C7 Class A1, 4.241% 10/15/35 (c)

$ 2,380,692

$ 2,313,141

Series 2004-C14 Class PP, 5.14% 8/15/41 (c)(f)

1,574,429

1,506,343

Series 2005-C18 Class XP, 0.3523% 4/15/42 (f)(h)

23,068,512

363,451

Series 2006-C23 Class X, 0.0876% 1/15/45 (c)(f)(h)

286,825,000

2,009,152

Series 2006-C24 Class XP, 0.1059% 3/15/45 (c)(f)(h)

56,040,000

395,592

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $120,071,050)

117,968,403

Foreign Government and Government Agency Obligations - 0.1%

Chilean Republic 5.625% 7/23/07
(Cost $737,469)

740,000

741,332

Commercial Paper - 0.2%

Rockies Express Pipeline LLC 5.7422% 9/20/06
(Cost $2,990,567)

3,000,000

2,991,371

Fixed-Income Funds - 4.9%

Shares

Fidelity Ultra-Short Central Fund (g)
(Cost $64,084,801)

646,075

64,284,463

Preferred Securities - 0.3%

Principal Amount

FINANCIALS - 0.3%

Commercial Banks - 0.3%

Abbey National PLC 7.35% (f)

$ 2,150,000

2,215,481

National Westminster Bank PLC 7.75% (f)

1,430,000

1,503,464

3,718,945

TOTAL PREFERRED SECURITIES

(Cost $3,739,555)

3,718,945

Cash Equivalents - 6.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Government Obligations) in a joint trading account at:

5.29%, dated 8/31/06 due 9/1/06

31,163,577

$ 31,159,000

5.29%, dated 8/31/06 due 9/1/06 (a)

52,091,653

52,084,000

TOTAL CASH EQUIVALENTS

(Cost $83,243,000)

83,243,000

TOTAL INVESTMENT PORTFOLIO - 104.3%

(Cost $1,368,512,799)

1,360,074,671

NET OTHER ASSETS - (4.3)%

(55,987,353)

NET ASSETS - 100%

$ 1,304,087,318

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Eurodollar Contracts

168 Eurodollar 90 Day Index Contracts

Sept. 2006

$ 165,734,100

$ (420,760)

168 Eurodollar 90 Day Index Contracts

Dec. 2006

165,755,100

(326,783)

168 Eurodollar 90 Day Index Contracts

March 2007

165,809,700

(210,347)

168 Eurodollar 90 Day Index Contracts

June 2007

165,868,500

(171,222)

168 Eurodollar 90 Day Index Contracts

Sept. 2007

165,918,900

11,678

168 Eurodollar 90 Day Index Contracts

Dec. 2007

165,946,200

95,228

127 Eurodollar 90 Day Index Contracts

March 2008

125,452,187

114,605

29 Eurodollar 90 Day Index Contracts

June 2008

28,645,475

41,334

TOTAL EURODOLLAR CONTRACTS

(866,267)

Futures Contracts - continued

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Eurodollar Contracts

46 Eurodollar 90 Day Index Contracts

Sept. 2008

$ 45,434,200

$ 27,717

35 Eurodollar 90 Day Index Contracts

Dec. 2008

34,566,000

16,910

24 Eurodollar 90 Day Index Contracts

March 2009

23,700,300

10,279

15 Eurodollar 90 Day Index Contracts

June 2009

14,811,188

(12,248)

15 Eurodollar 90 Day Index Contracts

Sept. 2009

14,809,688

(11,698)

15 Eurodollar 90 Day Index Contracts

Dec. 2009

14,808,000

(11,510)

15 Eurodollar 90 Day Index Contracts

March 2010

14,806,875

(10,935)

14 Eurodollar 90 Day Index Contracts

June 2010

13,818,525

(9,681)

14 Eurodollar 90 Day Index Contracts

Sept. 2010

13,817,300

(9,506)

14 Eurodollar 90 Day Index Contracts

Dec. 2010

13,815,900

(9,506)

5 Eurodollar 90 Day Index Contracts

March 2011

4,934,000

(3,270)

TOTAL EURODOLLAR CONTRACTS

(23,448)

$ (889,715)

Swap Agreements

Notional Amount

Value

Credit Default Swaps

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34

Oct. 2034

$ 400,000

$ 6,363

Receive monthly notional amount multiplied by 3.3% and pay Morgan Stanley, Inc. upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11, Class M9, 7.6913% 11/25/34

Dec. 2034

405,000

5,889

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7 Class B3, 8.8244% 8/25/34

Sept. 2034

$ 362,000

$ 4,296

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC7, Class B3, 7.6913% 7/25/34

August 2034

362,000

4,527

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE8 Class B3, 7.3913% 9/25/34

Oct. 2034

362,000

5,318

Receive monthly notional amount multiplied by .82% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34

August 2034

362,000

1,370

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R9 Class M5, 5.5913% 10/25/34

Nov. 2034

362,000

1,337

Receive monthly notional amount multiplied by .85% and pay UBS upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34

Oct. 2034

362,000

2,698

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 1.6% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

$ 330,000

$ 458

Receive monthly notional amount multiplied by 1.66% and pay Morgan Stanley, Inc. upon default event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

362,000

993

Receive monthly notional amount multiplied by 1.9% and pay Morgan Stanley, Inc., upon default event of Morgan Stanley ABS Capital, par value of the notional amount of Morgan Stanley ABS Capital I Series 2006-HE3 Class B3, 7.2225% 4/25/36

May 2036

800,000

(4,464)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon default event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32

April 2032

45,620

324

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-1 Class M9, 7.3913% 2/25/34

March 2034

203,352

633

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon default event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34

Feb. 2034

161,719

305

Receive monthly notional amount multiplied by 2.79% and pay Merrill Lynch, Inc. upon default event of New Century Home Equity Loan Trust, par value of the notional amount of New Century Home Equity Loan Trust Series 2004-4 Class M9, 7.0788% 2/25/35

March 2035

900,000

9,473

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 5% and pay Deutsche Bank upon default event of MASTR Asset Backed Securities Trust, par value of the notional amount of MASTR Asset Backed Securities Trust Series 2003-NC1 Class M6, 8.1913% 4/25/33

May 2033

$ 362,000

$ 4,296

Receive quarterly notional amount multiplied by .25% 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% 10/15/10

July 2007

2,900,000

4,818

Receive quarterly notional amount multiplied by .25% 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% 10/15/10

June 2007

1,000,000

1,725

Receive quarterly notional amount multiplied by .26% and pay Morgan Stanley, Inc. upon default event of Amerada Hess Corp., par value of the notional amount of Amerada Hess Corp. 6.65% 8/15/11

March 2007

2,400,000

3,840

Receive quarterly notional amount multiplied by .28% and pay Morgan Stanley, Inc. upon default event of Amerada Hess Corp., par value of the notional amount of Amerada Hess 6.65% 8/15/11

March 2007

3,000,000

5,166

Receive quarterly notional amount multiplied by .285% and pay Deutsche Bank upon default event of ConocoPhillips, par value of the notional amount of ConocoPhillips 4.75% 10/15/12

Sept. 2011

3,200,000

(6,590)

Receive quarterly notional amount multiplied by .30% and pay Deutsche Bank upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

2,045,000

5,051

Receive quarterly notional amount multiplied by .30% and pay Goldman Sachs upon default event of Entergy Corp., par value of the notional amount of Entergy Corp. 7.75% 12/15/09

March 2008

1,495,000

3,693

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

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

$ 5,699

Receive quarterly notional amount multiplied by .48% and pay Goldman Sachs upon default event of TXU Corp., par value of the notional amount of TXU Energy Co. LLC 7% 3/15/13

Sept. 2008

2,675,000

12,555

Receive quarterly notional amount multiplied by .78% and pay Goldman Sachs upon default event of TXU Corp., par value of the notional amount of TXU Energy Co. LLC 7% 3/15/13

Dec. 2008

2,600,000

30,210

Receive semi-annually notional amount multiplied by .42% and pay Credit Suisse First Boston upon default event of Russian Federation, par value of the notional amount of Russian Federation 5% 3/31/30

June 2007

2,700,000

5,315

TOTAL CREDIT DEFAULT SWAPS

31,156,691

115,298

Total Return Swaps

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Oct. 2006

8,280,000

(2,847)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Citibank

Sept. 2006

13,500,000

(3,040)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Total Return Swaps - continued

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 20 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Jan. 2007

$ 3,900,000

$ (691)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Jan. 2007

10,000,000

(3,022)

Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 10 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.

Nov. 2006

12,800,000

(3,335)

TOTAL TOTAL RETURN SWAPS

48,480,000

(12,935)

$ 79,636,691

$ 102,363

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $146,452,639 or 11.2% of net assets.

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $982,500.

(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 unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements, which are not covered by the investing fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

(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.

(i) 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 $6,094,668 or 0.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Aspetuck Trust 5.7869% 10/16/06

12/14/05

$ 3,235,000

Iberbond 2004 PLC 4.826% 12/24/17

11/30/05

$ 2,852,932

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Ten months ended
August 31, 2006
Income earned

Year ended
October 31, 2005
Income earned

Fidelity Ultra-Short Central Fund

$ 3,046,705

$ 3,909,404

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund

Value at
October 31, 2005

Purchases

Sales Proceeds

Value at
August 31, 2006

% ownership, end of period

Fidelity Ultra-Short Central Fund

$ 77,249,478

$ -

$ 12,999,330

$ 64,284,463

0.8%

Income Tax Information

At August 31, 2006, the fund had a capital loss carryforward of approximately $16,557,932 of which $1,754,056, $3,743,962, $6,438,298 and $4,621,616 will expire on August 31, 2007, 2008, 2013 and 2014, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2006

Assets

Investment in securities, at value (including securities loaned of $51,062,745 and repurchase agreements of $83,243,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,304,427,998)

$ 1,295,790,208

Affiliated Central Funds (cost $64,084,801)

64,284,463

Total Investments (cost $1,368,512,799)

$ 1,360,074,671

Cash

67,276

Receivable for investments sold

179,921

Receivable for swap agreements

14,893

Receivable for fund shares sold

2,355,785

Interest receivable

9,248,588

Receivable for daily variation on futures contracts

101,387

Swap agreements, at value

102,363

Prepaid expenses

1,273

Total assets

1,372,146,157

Liabilities

Payable for investments purchased
Regular delivery

$ 3,120,658

Delayed delivery

7,517,522

Payable for fund shares redeemed

3,757,929

Distributions payable

632,556

Accrued management fee

346,344

Distribution fees payable

265,814

Other affiliated payables

277,637

Other payables and accrued expenses

56,379

Collateral on securities loaned, at value

52,084,000

Total liabilities

68,058,839

Net Assets

$ 1,304,087,318

Net Assets consist of:

Paid in capital

$ 1,327,496,869

Undistributed net investment income

1,661,637

Accumulated undistributed net realized gain (loss) on investments

(15,845,708)

Net unrealized appreciation (depreciation) on investments

(9,225,480)

Net Assets

$ 1,304,087,318

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

August 31, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($377,220,777 ÷ 40,157,805 shares)

$ 9.39

Maximum offering price per share (100/98.50 of $9.39)

$ 9.53

Class T:
Net Asset Value
and redemption price per share ($514,916,932 ÷ 54,779,817 shares)

$ 9.40

Maximum offering price per share (100/98.50 of $9.40)

$ 9.54

Class B:
Net Asset Value
and offering price per share ($30,678,432 ÷ 3,260,370 shares)A

$ 9.41

Class C:
Net Asset Value
and offering price per share ($156,363,668 ÷ 16,629,836 shares)A

$ 9.40

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($224,907,509 ÷ 23,929,244 shares)

$ 9.40

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

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

Annual Report

Statement of Operations

Ten months ended
August 31, 2006

Year ended
October 31, 2005

Investment Income

Dividends

$ 134,425

$ 126,340

Interest

48,381,822

45,236,710

Income from affiliated Central Funds

3,046,705

3,909,404

Total income

51,562,952

49,272,454

Expenses

Management fee

$ 3,529,483

$ 4,945,796

Transfer agent fees

2,411,004

2,837,637

Distribution fees

2,826,565

4,040,262

Accounting and security lending fees

401,677

439,913

Independent trustees' compensation

4,378

6,127

Custodian fees and expenses

47,090

48,657

Registration fees

111,994

137,610

Audit

55,949

57,598

Legal

9,162

5,378

Miscellaneous

36,710

176,602

Total expenses before reductions

9,434,012

12,695,580

Expense reductions

(17,648)

(42,210)

Total expenses

9,416,364

12,653,370

Net investment income

42,146,588

36,619,084

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(4,069,685)

(3,560,240)

Affiliated Central Funds

59,612

25,801

Futures contracts

(787,123)

(232,981)

Swap agreements

190,770

83,207

Total net realized gain (loss)

(4,606,426)

(3,684,213)

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,739,248

(19,999,449)

Futures contracts

(44,420)

(2,673,916)

Swap agreements

286,701

(694,024)

Total change in net unrealized appreciation (depreciation)

4,981,529

(23,367,389)

Net gain (loss)

375,103

(27,051,602)

Net increase (decrease) in net assets resulting from operations

$ 42,521,691

$ 9,567,482

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Ten months ended
August 31,
2006

Year ended
October 31,
2005

Year ended
October 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 42,146,588

$ 36,619,084

$ 22,962,231

Net realized gain (loss)

(4,606,426)

(3,684,213)

5,207,128

Change in net unrealized appreciation (depreciation)

4,981,529

(23,367,389)

308,131

Net increase (decrease) in net assets resulting from operations

42,521,691

9,567,482

28,477,490

Distributions to shareholders from net investment income

(42,502,712)

(36,325,031)

(21,460,300)

Distributions to shareholders from net realized gain

-

(1,086,013)

-

Total distributions

(42,502,712)

(37,411,044)

(21,460,300)

Share transactions - net increase (decrease)

4,457,199

27,080,998

137,865,371

Total increase (decrease) in
net assets

4,476,178

(762,564)

144,882,561

Net Assets

Beginning of period

1,299,611,140

1,300,373,704

1,155,491,143

End of period (including undistributed net investment income of $1,661,637, $3,415,768, $4,733,740, respectively)

$ 1,304,087,318

$ 1,299,611,140

$ 1,300,373,704

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

Annual Report

Financial Highlights - Class A

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.39

$ 9.60

$ 9.55

$ 9.44

$ 9.49

$ 9.12

Income from Investment Operations

Net investment income E

.305

.281

.202

.261

.381 I

.523

Net realized and unrealized gain (loss)

.002

(.204)

.040

.128

(.034) I

.386

Total from investment operations

.307

.077

.242

.389

.347

.909

Distributions from net investment income

(.307)

(.279)

(.192)

(.279)

(.397)

(.539)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.307)

(.287)

(.192)

(.279)

(.397)

(.539)

Net asset value,
end of period

$ 9.39

$ 9.39

$ 9.60

$ 9.55

$ 9.44

$ 9.49

Total Return B, C, D

3.33%

.81%

2.56%

4.16%

3.78%

10.22%

Ratios to Average Net Assets F, H

Expenses before reductions

.78% A

.85%

.87%

.81%

.80%

.85%

Expenses net of fee waivers,
if any

.78% A

.85%

.87%

.81%

.80%

.85%

Expenses net of all reductions

.78% A

.85%

.87%

.81%

.80%

.84%

Net investment income

3.91% A

2.96%

2.13%

2.74%

4.09% I

5.63%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 377,221

$ 369,512

$ 357,760

$ 186,290

$ 106,018

$ 38,240

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Class T

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income E

.308

.284

.207

.261

.381 I

.525

Net realized and unrealized gain (loss)

.002

(.194)

.038

.118

(.036) I

.383

Total from investment operations

.310

.090

.245

.379

.345

.908

Distributions from net investment income

(.310)

(.282)

(.195)

(.279)

(.395)

(.538)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.310)

(.290)

(.195)

(.279)

(.395)

(.538)

Net asset value,
end of period

$ 9.40

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

Total Return B, C, D

3.36%

.95%

2.59%

4.04%

3.75%

10.21%

Ratios to Average Net Assets F, H

Expenses before reductions

.74% A

.81%

.83%

.82%

.82%

.85%

Expenses net of fee waivers,
if any

.74% A

.81%

.83%

.82%

.82%

.85%

Expenses net of all reductions

.74% A

.81%

.83%

.82%

.82%

.85%

Net investment income

3.95% A

2.99%

2.16%

2.73%

4.07% I

5.62%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 514,917

$ 544,662

$ 517,440

$ 468,931

$ 388,495

$ 309,958

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Class B

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value,
beginning of period

$ 9.41

$ 9.61

$ 9.56

$ 9.46

$ 9.43

Income from Investment Operations

Net investment income E

.247

.210

.130

.183

.281

Net realized and unrealized gain (loss)

.002

(.194)

.038

.120

(.234)

Total from investment operations

.249

.016

.168

.303

.047

Distributions from net investment income

(.249)

(.208)

(.118)

(.203)

(.017)

Distributions from net realized gain

-

(.008)

-

-

-

Total distributions

(.249)

(.216)

(.118)

(.203)

(.017)

Net asset value, end of period

$ 9.41

$ 9.41

$ 9.61

$ 9.56

$ 9.46

Total Return B, C, D

2.68%

.17%

1.77%

3.23%

.50%

Ratios to Average Net Assets F, I

Expenses before reductions

1.54% A

1.61%

1.63%

1.61%

1.86% A

Expenses net of fee waivers, if any

1.54% A

1.60%

1.63%

1.61%

1.65% A

Expenses net of all reductions

1.53% A

1.60%

1.63%

1.61%

1.65% A

Net investment income

3.15% A

2.21%

1.36%

1.94%

3.59% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 30,678

$ 39,190

$ 53,502

$ 49,353

$ 3,811

Portfolio turnover rate G

55% A

94%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

H For the period October 9, 2002 (commencement of sale of shares) to October 31, 2002.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 long-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Class C

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.61

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income E

.244

.206

.129

.182

.304 I

.448

Net realized and unrealized gain (loss)

.002

(.204)

.048

.118

(.037) I

.383

Total from investment operations

.246

.002

.177

.300

.267

.831

Distributions from net investment income

(.246)

(.204)

(.117)

(.200)

(.317)

(.461)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.246)

(.212)

(.117)

(.200)

(.317)

(.461)

Net asset value,
end of period

$ 9.40

$ 9.40

$ 9.61

$ 9.55

$ 9.45

$ 9.50

Total Return B, C, D

2.65%

.02%

1.86%

3.19%

2.90%

9.30%

Ratios to Average Net Assets F, H

Expenses before reductions

1.58% A

1.64%

1.65%

1.64%

1.64%

1.68%

Expenses net of fee waivers,
if any

1.58% A

1.64%

1.65%

1.64%

1.64%

1.68%

Expenses net of all reductions

1.57% A

1.64%

1.65%

1.64%

1.63%

1.68%

Net investment income

3.12% A

2.16%

1.34%

1.91%

3.25% I

4.80%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 156,364

$ 194,992

$ 273,166

$ 359,779

$ 283,046

$ 99,486

Portfolio turnover rate G

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

G Amounts do not include the portfolio activity of the affiliated central fund.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Ten months ended
August 31,

Years ended October 31,

2006

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

$ 9.13

Income from Investment Operations

Net investment income D

.321

.301

.225

.278

.397 H

.540

Net realized and unrealized gain (loss)

.003

(.194)

.038

.119

(.043) H

.387

Total from investment operations

.324

.107

.263

.397

.363

.927

Distributions from net investment income

(.324)

(.299)

(.213)

(.297)

(.413)

(.557)

Distributions from net realized gain

-

(.008)

-

-

-

-

Total distributions

(.324)

(.307)

(.213)

(.297)

(.413)

(.557)

Net asset value, end of period

$ 9.40

$ 9.40

$ 9.60

$ 9.55

$ 9.45

$ 9.50

Total Return B, C

3.51%

1.14%

2.78%

4.24%

3.95%

10.43%

Ratios to Average Net Assets E, G

Expenses before reductions

.57% A

.63%

.64%

.63%

.64%

.66%

Expenses net of fee waivers,
if any

.57% A

.63%

.64%

.63%

.64%

.66%

Expenses net of all reductions

.57% A

.63%

.64%

.63%

.63%

.66%

Net investment income

4.12% A

3.18%

2.35%

2.92%

4.25% H

5.81%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 224,908

$ 151,257

$ 98,505

$ 91,138

$ 65,330

$ 23,301

Portfolio turnover rate F

55% A

94%

87%

102%

111%

145%

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 Amounts do not include the activity of the affiliated central fund.

F Amounts do not include the portfolio activity of the affiliated central fund.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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 and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2006

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 an 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 Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) referred to as the Central Fund, which is an open-end investment company available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Fund:

On July 20, 2006, the Board of Trustees approved a change in the fiscal year end of the Fund from October 31 to August 31. Accordingly, the Fund's financial statements and related notes include information as of the ten month period ended August 31, 2006 and the one year period ended October 31, 2005.

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Central Fund, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Fund, 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. Interest income and distributions from the Central Fund are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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, swap agreements, prior period premium and discount on debt securities, market discount, deferred trustees compensation, financing transactions, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 3,879,510

Unrealized depreciation

(9,861,180)

Net unrealized appreciation (depreciation)

(5,981,670)

Capital loss carryforward

(16,557,932)

Cost for federal income tax purposes

$ 1,366,056,341

The tax character of distributions paid was as follows:

Ten months ended
August 31, 2006

October 31, 2005

October 31, 2004

Ordinary Income

$ 42,502,712

$ 37,411,044

$ 21,460,300

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements - continued

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. 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 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. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of 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

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

counterparties do not perform under the contract's terms. 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. 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.

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

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

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

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Swap Agreements - continued

of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $241,661,541 and $253,224,251, respectively, for the ten month period ended August 31, 2006.

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 .20% (.30% prior to June 1, 2005) 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 periods ended August 31, 2006 and October 31, 2005, the management fee was equivalent to an annualized rate of .32% and annual rate of .38%, respectively of the Fund's average net assets.

Annual 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 periods ended August 31, 2006 and October 31, 2005, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 470,935

$ 4,474

$ 548,029

$ 735

Class T

0%

.15%

685,108

4,728

802,496

9,983

Class B

.65%

.25%

260,720

188,492

409,140

295,846

Class C

.75%

.25%

1,409,802

140,152

2,280,597

282,029

$ 2,826,565

$ 337,846

$ 4,040,262

$ 588,593

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, 75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

For the ten month period ended August 31, 2006, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 29,341

Class T

21,041

Class B *

60,976

Class C *

23,478

$ 134,836

* 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

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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 periods ended August 31, 2006 and October 31, 2005, the total transfer agent fees paid by each class to FIIOC, were as follows:

Ten months ended
August 31, 2006

October 31, 2005

Amount

% of
Average
Net Assets

Amount

% of
Average
Net Assets

Class A

$ 787,723

.25 *

$ 929,594

.25

Class T

969,862

.21 *

1,145,454

.21

Class B

73,659

.25 *

115,764

.25

Class C

271,385

.19 *

425,832

.19

Institutional Class

308,375

.19 *

220,993

.18

$ 2,411,004

$ 2,837,637

* 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.

Affiliated Central Funds. The Fund may invest in Ultra-Short Central Fund, managed by Fidelity Investments Money Management, Inc. (FIMM), which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund's Schedule of Investments lists the Central Fund as an investment of the Fund but does not include the underlying holdings of the Central Fund. Based on its investment objectives, the Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the Central Fund and the Fund.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Affiliated Central Funds - continued

A complete unaudited list of holdings for the Central Fund, as of the Fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Fund financial statements , which are not covered by this Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Fund does not pay a management fee.

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, which for the periods ended August 31, 2006 and October 31, 2005, amounted to $2,126 and $2,509, respectively, and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities for the period ended August 31, 2006 and October 31, 2005, amounted to $30,828 and $7,700, respectively.

Annual Report

Notes to Financial Statements - continued

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.

The following classes were in reimbursement during the period ended October 31, 2005:

Expense
Limitations

Reimbursement
from adviser

Class A

.90% - .83%*

$ 28,725

Class B

1.65% - 1.58%*

5,376

$ 34,101

* Expense limitation in effect at October 31, 2005.

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 periods ended August 31, 2006 and October 31, 2005, these credits reduced the Fund's custody expenses by $17,648 and $8,109, respectively.

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.

Subsequent to fiscal year end, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended
October 31,

Ten months ended
August 31, 2006

2005

2004

From net investment income

Class A

$ 12,371,759

$ 10,743,507

$ 5,013,218

Class T

18,159,068

15,909,371

9,968,400

Class B

922,482

982,753

631,694

Class C

4,436,853

4,841,882

3,806,748

Institutional Class

6,612,550

3,847,518

2,040,240

Total

$ 42,502,712

$ 36,325,031

$ 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

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

13,781,754

15,866,789

29,233,051

Reinvestment of distributions

1,164,878

1,023,632

439,890

Shares redeemed

(14,130,761)

(14,827,970)

(11,910,485)

Net increase (decrease)

815,871

2,062,451

17,762,456

Class T

Shares sold

18,789,041

25,539,658

28,914,757

Reinvestment of distributions

1,720,934

1,515,180

903,574

Shares redeemed

(23,681,399)

(22,986,919)

(25,026,151)

Net increase (decrease)

(3,171,424)

4,067,919

4,792,180

Class B

Shares sold

711,278

991,898

2,729,377

Reinvestment of distributions

83,920

89,903

53,426

Shares redeemed

(1,700,424)

(2,482,456)

(2,378,750)

Net increase (decrease)

(905,226)

(1,400,655)

404,053

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

Shares

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class C

Shares sold

3,061,743

3,789,292

7,826,650

Reinvestment of distributions

299,595

341,788

249,628

Shares redeemed

(7,473,257)

(11,828,809)

(17,295,166)

Net increase (decrease)

(4,111,919)

(7,697,729)

(9,218,888)

Institutional Class

Shares sold

11,831,199

9,882,466

6,288,234

Reinvestment of distributions

578,334

310,507

131,407

Shares redeemed

(4,575,139)

(4,357,149)

(5,702,420)

Net increase (decrease)

7,834,394

5,835,824

717,221

Dollars

Ten months ended
August 31,

Years ended
October 31,

2006

2005

2004

Class A

Shares sold

$ 129,044,621

$ 150,493,785

$ 278,943,707

Reinvestment of distributions

10,907,076

9,698,542

4,211,651

Shares redeemed

(132,254,551)

(140,591,886)

(113,916,095)

Net increase (decrease)

$ 7,697,146

$ 19,600,441

$ 169,239,263

Class T

Shares sold

$ 176,100,769

$ 242,408,838

$ 277,148,967

Reinvestment of distributions

16,127,835

14,364,388

8,659,227

Shares redeemed

(221,798,081)

(218,160,605)

(239,735,328)

Net increase (decrease)

$ (29,569,477)

$ 38,612,621

$ 46,072,866

Class B

Shares sold

$ 6,669,015

$ 9,428,825

$ 26,154,196

Reinvestment of distributions

787,418

853,530

512,510

Shares redeemed

(15,948,229)

(23,589,493)

(22,795,089)

Net increase (decrease)

$ (8,491,796)

$ (13,307,138)

$ 3,871,617

Class C

Shares sold

$ 28,665,169

$ 35,934,636

$ 75,024,654

Reinvestment of distributions

2,808,534

3,242,233

2,393,112

Shares redeemed

(70,075,282)

(112,353,549)

(165,609,343)

Net increase (decrease)

$ (38,601,579)

$ (73,176,680)

$ (88,191,577)

Institutional Class

Shares sold

$ 110,869,017

$ 93,788,947

$ 60,243,381

Reinvestment of distributions

5,418,576

2,942,021

1,258,983

Shares redeemed

(42,864,688)

(41,379,214)

(54,629,162)

Net increase (decrease)

$ 73,422,905

$ 55,351,754

$ 6,873,202

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Short Fixed-Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Short Fixed-Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the schedule of investments as of August 31, 2006, and the related statements of operations for the ten months ended August 31, 2006 and the year ended October 31, 2005, the statement of changes in net assets for the ten months ended August 31, 2006 and each of the two years in the period ended October 31, 2005, and the financial highlights for the ten months ended August 31, 2006 and each of the five years in the period ended October 31, 2005. 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 August 31, 2006, 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 Short Fixed-Income Fund as of August 31, 2006, the results of its operations for the ten months ended August 31, 2006 and the year ended October 31, 2005, the changes in its net assets for the ten months ended August 31, 2006 and each of the two years in the period ended October 31, 2005, and its financial highlights for the ten months ended August 31, 2006 and each of the five years in the period ended October 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 24, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 346 funds advised by FMR or an affiliate. Mr. McCoy oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Stephen P. Jonas (53)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Advisor Short Fixed-Income (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present) and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Robert M. Gates (62)

Year of Election or Appointment: 1997

Dr. Gates is Chairman of the Independent Trustees (2006-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001).

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display and a member of the Consumer Electronics Hall of Fame.

Marie L. Knowles (59)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (72)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

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

Name, Age; Principal Occupation

James H. Keyes (65)

Year of Election or Appointment: 2006

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Advisor Short Fixed-Income. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Advisor Short Fixed-Income. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Advisor Short Fixed-Income. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Andrew Dudley (41)

Year of Election or Appointment: 1997

Vice president of Advisor Short Fixed-Income. Mr. Dudley also serves as Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Dudley worked as a portfolio manager.

Eric D. Roiter (57)

Year of Election or Appointment: 1998

Secretary of Advisor Short Fixed-Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Short Fixed-Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (47)

Year of Election or Appointment: 2004

President and Treasurer of Advisor Short Fixed-Income. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Advisor Short Fixed-Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Advisor Short Fixed-Income. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Advisor Short Fixed-Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Short Fixed-Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2004

Deputy Treasurer of Advisor Short Fixed-Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Advisor Short Fixed-Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1987

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Advisor Short Fixed-Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

A total of 12.34% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $30,584,973 of distributions paid during the period January 1, 2006 to August 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Short Fixed-Income Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the cumulative total returns of Class C and Institutional Class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Class C and Institutional Class represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Short Fixed-Income Fund



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Institutional Class of the fund was in the second quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also stated that the relative investment performance of Institutional Class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Short Fixed-Income Fund



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expenses of each of Class A and Class T ranked below its competitive median for 2005, and the total expenses of each of Class B, Class C, and Institutional Class ranked above its competitive median for 2005. The Board considered that each class's total expenses reflect the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

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

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iii) the total expenses of certain funds and classes relative to competitors; (iv) fund performance trends; and (v) Fidelity's fee structures.

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

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company
(formerly 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-UANN-1006
1.784770.103

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

Item 2. Code of Ethics

As of the end of the period, August 31, 2006, Fidelity Advisor Series II (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Advisor Intermediate Bond Fund and Fidelity Advisor Mortgage Securities Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2006A

2005A

2004A

Fidelity Advisor Intermediate Bond Fund

$64,000B

$61,000

$53,000

Fidelity Advisor Mortgage Securities Fund

$111,000B

$103,000

$82,000

All funds in the Fidelity Group of Funds audited by PwC

$13,300,000C

$11,900,000

$10,600,000

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

C

For the twelve month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Advisor Short Fixed-Income Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2006A,B

2005A

2004A

Fidelity Advisor Short Fixed-Income Fund

$43,000

$43,000

$41,000

All funds in the Fidelity Group of Funds audited by Deloitte Entities

$6,100,000

$5,400,000

$4,300,000

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

(b) Audit-Related Fees.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2006A,B

2005A

2004 A

Fidelity Advisor Intermediate Bond Fund

$0

$0

$0

Fidelity Advisor Mortgage Securities Fund

$0

$0

$0

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2006A,B

2005A

2004 A

Fidelity Advisor Short Fixed-Income Fund

$0

$0

$0

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2006A,B

2005 A

2004A

PwC

$0

$0

$0

Deloitte Entities

$0

$0

$0

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2006A,B

2005A

2004A

Fidelity Advisor Intermediate Bond Fund

$2,700

$2,500

$2,400

Fidelity Advisor Mortgage Securities Fund

$2,700

$2,500

$2,400

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund

2006A,B

2005A

2004A

Fidelity Advisor Short Fixed-Income Fund

$3,700

$3,600

$3,600

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A,B

2005A

2004A

PwC

$0

$0

$0

Deloitte Entities

$0

$0

$0

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2006A,B

2005A

2004A

Fidelity Advisor Intermediate Bond Fund

$2,000

$2,600

$2,400

Fidelity Advisor Mortgage Securities Fund

$2,400

$3,200

$2,800

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 200 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund

2006A,B

2005A

2004A

Fidelity Advisor Short Fixed-Income Fund

$0

$0

$0

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A,B

2005A

2004A

PwC

$18,000

$420,000

$300,000

Deloitte Entities

$255,000

$210,000

$720,000

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the periods ended August 31, 2006, October 31, 2005 and October 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) Not applicable.

(g) For the ten month period ended August 31, 2006 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate fees billed by PwC of $675,000A,B, $1,650,000A,C and $1,100,000A,C for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2006A,B

2005A

2004A

Covered Services

$25,000

$450,000

$300,000

Non-Covered Services

$650,000

$1,200,000C

$800,000C

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

C

Reflects current period presentation.

For the ten month period ended August 31, 20 and the fiscal years ended October 31, 2005 and October 31, 2004, the aggregate fees billed by Deloitte Entities of $790,000 A,B, $535,000A,C and $850,000A,C for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2006A,B

2005A

2004A

Covered Services

$260,000

$225,000

$700,000

Non-Covered Services

$530,000

$310,000C

$150,000C

A

Aggregate amounts may reflect rounding.

B

For the ten month period ended August 31, 2006.

C

Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

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 trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's 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)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(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:

October 25, 2006

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:

October 25, 2006

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

October 25, 2006