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 811-02105
Fidelity Salem Street Trust
(Exact name of registrant as specified in charter)
245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Cynthia Lo Bessette, Secretary
245 Summer St.
Boston, Massachusetts 02210
(Name and address of agent for service)
Registrant's telephone number, including area code:
617-563-7000
Date of fiscal year end: | November 30 |
Date of reporting period: | November 30, 2021 |
Item 1.
Reports to Stockholders
Fidelity® Strategic Dividend & Income® Fund
November 30, 2021
Includes Fidelity and Fidelity Advisor share classes
Contents
Board Approval of Investment Advisory Contracts and Management Fees |
To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.
You may also call 1-800-544-8544 if you’re an individual investing directly with Fidelity, call 1-800-835-5092 if you’re a plan sponsor or participant with Fidelity as your recordkeeper or call 1-877-208-0098 on institutional accounts or if you’re an advisor or invest through one to request a free copy of the proxy voting guidelines.
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Other third-party marks appearing herein are the property of their respective owners.
All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2022 FMR LLC. All rights reserved.
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.
For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.
NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE
Neither the Fund nor Fidelity Distributors Corporation is a bank.
Note to Shareholders:
Early in 2020, the outbreak and spread of COVID-19 emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread. The pandemic prompted a number of measures to limit the spread of COVID-19, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. To help stem the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.
In general, the overall impact of the pandemic lessened in 2021, amid a resilient economy and widespread distribution of three COVID-19 vaccines granted emergency use authorization from the U.S. Food and Drug Administration (FDA) early in the year. Still, the situation remains dynamic, and the extent and duration of its influence on financial markets and the economy is highly uncertain, due in part to a recent spike in cases based on highly contagious variants of the coronavirus.
Extreme events such as the COVID-19 crisis are exogenous shocks that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets. Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we continue to take extra steps to be responsive to customer needs. We encourage you to visit us online, where we offer ongoing updates, commentary, and analysis on the markets and our funds.
Performance: The Bottom Line
Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The hypothetical investment and the average annual total returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund’s total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.
Average Annual Total Returns
| For the periods ended November 30, 2021 | Past 1 year | Past 5 years | Past 10 years |
| Class A (incl. 5.75% sales charge) | 10.26% | 9.37% | 10.21% |
| Class M (incl. 3.50% sales charge) | 12.56% | 9.61% | 10.19% |
| Class C (incl. contingent deferred sales charge) | 15.12% | 9.84% | 10.19% |
| Fidelity® Strategic Dividend & Income® Fund | 17.30% | 10.98% | 11.17% |
| Class I | 17.25% | 10.95% | 11.16% |
| Class Z | 17.40% | 11.03% | 11.20% |
Class C shares' contingent deferred sales charges included in the past one year, past five years and past ten years total return figures are 1%, 0% and 0%, respectively.
The initial offering of Class Z shares took place on October 2, 2018. Returns prior to October 2, 2018, are those of Class I.
$10,000 Over 10 Years
Let's say hypothetically that $10,000 was invested in Fidelity® Strategic Dividend & Income® Fund, a class of the fund, on November 30, 2011.
The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.
| Period Ending Values | ||
| $28,837 | Fidelity® Strategic Dividend & Income® Fund | |
| $44,726 | S&P 500® Index | |
Management's Discussion of Fund Performance
Market Recap: For the year ending November 30, 2021, U.S. equities rose on the prospect of a surge in economic growth amid strong corporate earnings, widespread COVID-19 vaccination, fiscal stimulus and fresh spending programs. Against this backdrop, the Fidelity Strategic Dividend & Income Composite Index gained 15.66%. The strongest-performing category in the index was real estate investment trusts (REITs), where all sectors gained solid ground. This was especially true among retail and other segments that had struggled disproportionately earlier in the pandemic but that bounced back along with investors’ optimism about a gradual return to post-pandemic normal life. For the full period, REITs, as measured by the FTSE NAREIT Equity REITs Index, gained 35.94%. U.S. dividend-paying large-cap value stocks also had a strong period, with the MSCI USA High Dividend Yield Index advancing 15.94%. By sector, consumer discretionary and financials gained about 35% and 34%, respectively, to lead the market, whereas the defensive utilities (+6%) and consumer staples (+9%) groups lagged. Convertible securities, meanwhile, rose 13.76%, according to the ICE BofA® All U.S. Convertibles Index, while preferred stocks, as measured by the ICE BofA Fixed Rate Preferred Securities Index, gained 1.98%, as this interest-rate-sensitive asset class lagged amid generally rising rates the past 12 months.Comments from Co-Lead Portfolio Manager Adam Kramer: For the fiscal year, the fund's share classes (excluding sales charges, if applicable) rose roughly 16% to 17%, versus 15.66% for the Fidelity Strategic Dividend & Income Composite Index. Much of this outperformance came from our positioning among preferred stocks. A large average underweight in this category contributed the most, as preferreds were by far the weakest-performing group in the index. Favorable security selection in this subportfolio also added value. Our large-cap, dividend-paying equities further bolstered the fund's result. Here, security selection was the main performance driver, as our subportfolio outperformed its category benchmark, the MSCI USA High Dividend Yield Index, by 117 basis points. Favorable positioning among convertible securities helped as well. From an asset class perspective, our investments here were well-timed. Last December, at the start of the period, the fund had a large overweight allocation. As convertibles turned in robust performance in these early months, we were well-positioned to capture this benefit. Especially strong picks within consumer discretionary, health care and industrials drove much of the subportfolio's excess return. Overweighting the market-leading energy group also added value, even as individual security selection in the sector detracted. The fund's small out-of-benchmark stake in strong-performing master limited partnerships (MLPs) further helped. Meanwhile, the fund's REIT subportfolio had a mixed impact on relative performance, with positive asset allocation more than offset by subpar security selection.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.
Investment Summary (Unaudited)
The information in the following tables is based on the combined investments of the Fund and its pro-rata share of the investments of Fidelity's Central Funds.Top Ten Investments as of November 30, 2021
| (excluding cash equivalents) | % of fund's net assets |
| Procter & Gamble Co. | 2.5 |
| Prologis (REIT), Inc. | 2.4 |
| The Coca-Cola Co. | 1.8 |
| Cisco Systems, Inc. | 1.6 |
| Eli Lilly & Co. | 1.5 |
| AbbVie, Inc. | 1.4 |
| NextEra Energy, Inc. | 1.4 |
| Comcast Corp. Class A | 1.4 |
| PepsiCo, Inc. | 1.3 |
| McDonald's Corp. | 1.3 |
| 16.6 |
Top Five Market Sectors as of November 30, 2021
| % of fund's net assets | |
| Financials | 20.9 |
| Real Estate | 17.6 |
| Health Care | 11.5 |
| Information Technology | 9.1 |
| Consumer Staples | 7.9 |
Asset Allocation (% of fund's net assets)
| As of November 30, 2021 * | ||
| Common Stocks | 67.1% | |
| Preferred Stocks | 9.1% | |
| Convertible Bonds | 9.1% | |
| Other Investments | 9.7% | |
| Short-Term Investments and Net Other Assets (Liabilities) | 5.0% | |
* Foreign investments - 9.8%
An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying Fidelity Central Funds, other than the Money Market Central Funds, is available at fidelity.com and/or institutional.fidelity.com, as applicable.
Schedule of Investments November 30, 2021
Showing Percentage of Net Assets
| Corporate Bonds - 9.5% | |||
| Principal Amount(a) | Value | ||
| Convertible Bonds - 9.1% | |||
| COMMUNICATION SERVICES - 1.1% | |||
| Diversified Telecommunication Services - 0.0% | |||
| Bandwidth, Inc. 0.25% 3/1/26 | $73,000 | $76,942 | |
| Radius Global Infrastructure, Inc. 2.5% 9/15/26 (b) | 1,000,000 | 1,009,375 | |
| 1,086,317 | |||
| Entertainment - 0.2% | |||
| Liberty Media Corp.: | |||
| 0.5% 12/1/50 (b) | 461,000 | 608,059 | |
| 2.25% 12/1/48 (b) | 79,000 | 126,716 | |
| Live Nation Entertainment, Inc.: | |||
| 2% 2/15/25 | 101,000 | 124,230 | |
| 2.5% 3/15/23 | 1,424,000 | 2,326,659 | |
| Spotify U.S.A., Inc. 0% 3/15/26 (b) | 1,000,000 | 909,500 | |
| World Wrestling Entertainment, Inc. 3.375% 12/15/23 | 1,318,000 | 2,711,785 | |
| Zynga, Inc.: | |||
| 0% 12/15/26 (b) | 1,969,000 | 1,794,251 | |
| 0.25% 6/1/24 | 2,095,000 | 2,197,104 | |
| 10,798,304 | |||
| Interactive Media & Services - 0.5% | |||
| Eventbrite, Inc.: | |||
| 0.75% 9/15/26 (b) | 119,000 | 106,505 | |
| 5% 12/1/25 | 209,000 | 307,230 | |
| fuboTV, Inc. 3.25% 2/15/26 (b) | 84,000 | 72,257 | |
| IAC FinanceCo 2, Inc. 0.875% 6/15/26 (b) | 1,332,000 | 2,114,550 | |
| IAC FinanceCo 3, Inc. 2% 1/15/30 (b) | 1,345,000 | 2,332,688 | |
| IAC FinanceCo, Inc. 0.875% 10/1/22 (b) | 951,000 | 2,798,793 | |
| Liberty TripAdvisor Holdings, Inc. 0.5% 6/30/51 (b) | 923,000 | 726,329 | |
| Snap, Inc.: | |||
| 0% 5/1/27 (b) | 1,840,000 | 1,777,546 | |
| 0.25% 5/1/25 | 1,031,000 | 2,321,958 | |
| 0.75% 8/1/26 | 1,185,000 | 2,585,134 | |
| Twitter, Inc. 0.25% 6/15/24 | 10,528,000 | 11,488,617 | |
| Ziff Davis, Inc. 1.75% 11/1/26 (b) | 122,000 | 150,899 | |
| 26,782,506 | |||
| Media - 0.4% | |||
| Cable One, Inc. 0% 3/15/26 (b) | 102,000 | 97,920 | |
| DISH Network Corp.: | |||
| 0% 12/15/25 (b) | 4,591,000 | 4,418,838 | |
| 2.375% 3/15/24 | 3,732,000 | 3,484,755 | |
| 3.375% 8/15/26 | 6,752,000 | 6,223,670 | |
| Gannett Co., Inc. 4.75% 4/15/24 | 1,250,000 | 1,079,991 | |
| Grizzly Merger Sub 1 LLC 1.75% 9/30/46 (b) | 2,159,000 | 3,772,853 | |
| Liberty Broadband Corp.: | |||
| 1.25% 9/30/50 (b) | 110,000 | 109,010 | |
| 2.75% 9/30/50 (b) | 1,120,000 | 1,144,004 | |
| Liberty Interactive LLC 1.75% 9/30/46 (b) | 673,000 | 1,281,392 | |
| Liberty Media Corp.: | |||
| 1% 1/30/23 | 554,000 | 922,339 | |
| 1.375% 10/15/23 | 83,000 | 119,951 | |
| TechTarget, Inc. 0.125% 12/15/25 (b) | 355,000 | 525,065 | |
| 23,179,788 | |||
| TOTAL COMMUNICATION SERVICES | 61,846,915 | ||
| CONSUMER DISCRETIONARY - 1.4% | |||
| Auto Components - 0.1% | |||
| LCI Industries 1.125% 5/15/26 | 1,850,000 | 1,998,925 | |
| Patrick Industries, Inc. 1% 2/1/23 | 2,483,000 | 2,751,474 | |
| Veoneer, Inc. 4% 6/1/24 | 142,000 | 233,768 | |
| 4,984,167 | |||
| Automobiles - 0.4% | |||
| Arrival SA 3.5% 12/1/26 (b) | 850,000 | 882,474 | |
| Fisker, Inc. 2.5% 9/15/26 (b) | 100,000 | 126,228 | |
| Ford Motor Co. 0% 3/15/26 (b) | 8,601,000 | 11,149,046 | |
| Tesla, Inc. 2% 5/15/24 | 452,000 | 8,333,269 | |
| 20,491,017 | |||
| Diversified Consumer Services - 0.0% | |||
| 2U, Inc. 2.25% 5/1/25 | 83,000 | 94,081 | |
| Hotels, Restaurants & Leisure - 0.3% | |||
| Airbnb, Inc. 0% 3/15/26 (b) | 2,114,000 | 2,092,860 | |
| Booking Holdings, Inc. 0.75% 5/1/25 | 2,662,000 | 3,581,721 | |
| Carnival Corp. 5.75% 4/1/23 | 546,000 | 1,024,569 | |
| Cracker Barrel Old Country Store, Inc. 0.625% 6/15/26 (b) | 90,000 | 84,263 | |
| DraftKings, Inc. 0% 3/15/28 (b) | 1,784,000 | 1,382,136 | |
| Expedia, Inc. 0% 2/15/26 (b) | 90,000 | 96,480 | |
| Marriott Vacations Worldwide Corp.: | |||
| 0% 1/15/26 (b) | 100,000 | 109,375 | |
| 1.5% 9/15/22 | 75,000 | 85,406 | |
| NCL Corp. Ltd.: | |||
| 1.125% 2/15/27 (b) | 2,100,000 | 1,923,600 | |
| 5.375% 8/1/25 | 1,000,000 | 1,354,900 | |
| Penn National Gaming, Inc. 2.75% 5/15/26 | 695,000 | 1,627,204 | |
| Royal Caribbean Cruises Ltd.: | |||
| 2.875% 11/15/23 | 1,190,000 | 1,332,919 | |
| 4.25% 6/15/23 | 2,030,000 | 2,417,276 | |
| Shake Shack, Inc. 0% 3/1/28 (b) | 90,000 | 74,531 | |
| Vail Resorts, Inc. 0% 1/1/26 (b) | 100,000 | 106,438 | |
| 17,293,678 | |||
| Internet & Direct Marketing Retail - 0.2% | |||
| Etsy, Inc.: | |||
| 0.125% 10/1/26 | 1,465,000 | 4,611,820 | |
| 0.125% 9/1/27 | 1,370,000 | 2,116,650 | |
| 0.25% 6/15/28 (b) | 90,000 | 119,475 | |
| Farfetch Ltd. 3.75% 5/1/27 | 510,000 | 1,176,472 | |
| Fiverr International Ltd. 0% 11/1/25 | 960,000 | 967,200 | |
| The RealReal, Inc.: | |||
| 1% 3/1/28 (b) | 2,216,000 | 1,966,478 | |
| 3% 6/15/25 | 2,439,000 | 2,910,947 | |
| Wayfair LLC 1.125% 11/1/24 | 329,000 | 721,826 | |
| 14,590,868 | |||
| Leisure Products - 0.1% | |||
| Callaway Golf Co. 2.75% 5/1/26 | 1,522,000 | 2,610,230 | |
| Peloton Interactive, Inc. 0% 2/15/26 (b) | 4,352,000 | 3,623,040 | |
| 6,233,270 | |||
| Specialty Retail - 0.2% | |||
| American Eagle Outfitters, Inc. 3.75% 4/15/25 | 409,000 | 1,258,411 | |
| Burlington Stores, Inc. 2.25% 4/15/25 | 775,000 | 1,150,527 | |
| Dick's Sporting Goods, Inc. 3.25% 4/15/25 | 1,478,000 | 5,321,724 | |
| National Vision Holdings, Inc. 2.5% 5/15/25 | 998,000 | 1,666,660 | |
| WH Smith PLC 1.625% 5/7/26 (Reg. S) | GBP | 1,500,000 | 1,886,831 |
| 11,284,153 | |||
| Textiles, Apparel & Luxury Goods - 0.1% | |||
| Marathon Digital Holdings, Inc. 1% 12/1/26 (b) | 2,807,000 | 2,699,120 | |
| Under Armour, Inc. 1.5% 6/1/24 | 2,000,000 | 4,185,416 | |
| 6,884,536 | |||
| TOTAL CONSUMER DISCRETIONARY | 81,855,770 | ||
| CONSUMER STAPLES - 0.1% | |||
| Food Products - 0.0% | |||
| Beyond Meat, Inc. 0% 3/15/27 (b) | 4,356,000 | 3,065,535 | |
| Tobacco - 0.1% | |||
| Turning Point Brands, Inc. 2.5% 7/15/24 | 4,149,000 | 4,289,922 | |
| TOTAL CONSUMER STAPLES | 7,355,457 | ||
| ENERGY - 0.4% | |||
| Oil, Gas & Consumable Fuels - 0.4% | |||
| Antero Resources Corp. 4.25% 9/1/26 | 1,998,000 | 8,295,422 | |
| Arch Resources, Inc. 5.25% 11/15/25 | 1,247,000 | 2,848,148 | |
| Cheniere Energy, Inc. 4.25% 3/15/45 | 2,713,000 | 2,296,176 | |
| CNX Resources Corp. 2.25% 5/1/26 | 1,172,000 | 1,529,460 | |
| EQT Corp. 1.75% 5/1/26 | 1,529,000 | 2,334,019 | |
| Pioneer Natural Resources Co. 0.25% 5/15/25 | 1,865,000 | 3,216,193 | |
| 20,519,418 | |||
| FINANCIALS - 0.2% | |||
| Capital Markets - 0.2% | |||
| Coinbase Global, Inc. 0.5% 6/1/26 (b) | 7,600,000 | 8,937,600 | |
| Consumer Finance - 0.0% | |||
| SoFi Technologies, Inc. 0% 10/15/26 (b) | 2,300,000 | 2,490,601 | |
| Upstart Holdings, Inc. 0.25% 8/15/26 (b) | 80,000 | 86,558 | |
| 2,577,159 | |||
| Mortgage Real Estate Investment Trusts - 0.0% | |||
| Arbor Realty Trust, Inc. 4.75% 11/1/22 | 510,000 | 556,856 | |
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. 0% 8/15/23 | 90,000 | 112,831 | |
| Starwood Property Trust, Inc. 4.375% 4/1/23 | 57,000 | 60,390 | |
| Two Harbors Investment Corp. 6.25% 1/15/26 | 80,000 | 81,178 | |
| 811,255 | |||
| TOTAL FINANCIALS | 12,326,014 | ||
| HEALTH CARE - 1.0% | |||
| Biotechnology - 0.2% | |||
| BridgeBio Pharma, Inc. 2.5% 3/15/27 | 1,000,000 | 1,245,625 | |
| Coherus BioSciences, Inc. 1.5% 4/15/26 | 80,000 | 96,400 | |
| Cytokinetics, Inc. 4% 11/15/26 | 100,000 | 387,630 | |
| Dynavax Technologies Corp. 2.5% 5/15/26 (b) | 100,000 | 178,938 | |
| Exact Sciences Corp.: | |||
| 0.375% 3/15/27 | 1,417,000 | 1,503,791 | |
| 0.375% 3/1/28 | 1,777,000 | 1,781,036 | |
| 1% 1/15/25 | 1,218,000 | 1,648,106 | |
| Halozyme Therapeutics, Inc. 1.25% 12/1/24 | 330,000 | 492,916 | |
| Insmed, Inc. 0.75% 6/1/28 | 100,000 | 109,875 | |
| Natera, Inc. 2.25% 5/1/27 | 578,000 | 1,451,141 | |
| Neurocrine Biosciences, Inc. 2.25% 5/15/24 | 1,475,000 | 1,807,797 | |
| Novavax, Inc. 3.75% 2/1/23 | 49,000 | 83,116 | |
| Sarepta Therapeutics, Inc. 1.5% 11/15/24 | 845,000 | 1,150,256 | |
| 11,936,627 | |||
| Health Care Equipment & Supplies - 0.5% | |||
| CONMED Corp. 2.625% 2/1/24 | 1,068,000 | 1,668,750 | |
| CryoPort, Inc. 0.75% 12/1/26 (b) | 80,000 | 76,842 | |
| DexCom, Inc.: | |||
| 0.25% 11/15/25 | 2,678,000 | 3,228,664 | |
| 0.75% 12/1/23 | 1,705,000 | 5,833,231 | |
| Envista Holdings Corp. 2.375% 6/1/25 | 2,100,000 | 4,067,438 | |
| Glaukos Corp. 2.75% 6/15/27 | 712,000 | 825,126 | |
| Haemonetics Corp. 0% 3/1/26 (b) | 100,000 | 80,867 | |
| Insulet Corp. 0.375% 9/1/26 | 2,115,000 | 2,946,459 | |
| Integra LifeSciences Holdings Corp. 0.5% 8/15/25 | 1,458,000 | 1,541,252 | |
| LivaNova U.S.A., Inc. 3% 12/15/25 | 1,360,000 | 2,045,100 | |
| Mesa Laboratories, Inc. 1.375% 8/15/25 | 566,000 | 692,125 | |
| Nevro Corp. 2.75% 4/1/25 | 343,000 | 392,521 | |
| Novocure Ltd. 0% 11/1/25 | 890,000 | 884,025 | |
| Tandem Diabetes Care, Inc. 1.5% 5/1/25 (b) | 3,438,000 | 4,584,448 | |
| Varex Imaging Corp. 4% 6/1/25 | 100,000 | 155,250 | |
| 29,022,098 | |||
| Health Care Providers & Services - 0.2% | |||
| Accolade, Inc. 0.5% 4/1/26 (b) | 80,000 | 69,762 | |
| Anthem, Inc. 2.75% 10/15/42 | 382,000 | 2,194,896 | |
| Brookdale Senior Living, Inc. 2% 10/15/26 (b) | 2,504,000 | 2,663,258 | |
| Guardant Health, Inc. 0% 11/15/27 (b) | 4,004,000 | 4,151,648 | |
| Oak Street Health, Inc. 0% 3/15/26 (b) | 400,000 | 316,312 | |
| 9,395,876 | |||
| Health Care Technology - 0.0% | |||
| Allscripts Healthcare Solutions, Inc. 0.875% 1/1/27 | 500,000 | 681,907 | |
| Health Catalyst, Inc. 2.5% 4/15/25 | 374,000 | 580,074 | |
| Omnicell, Inc. 0.25% 9/15/25 | 959,000 | 1,777,746 | |
| Teladoc Health, Inc. 1.25% 6/1/27 | 104,000 | 94,553 | |
| Vocera Communications, Inc. 0.5% 9/15/26 (b) | 90,000 | 104,906 | |
| 3,239,186 | |||
| Life Sciences Tools & Services - 0.1% | |||
| Illumina, Inc. 0% 8/15/23 | 58,000 | 64,888 | |
| Inotiv, Inc. 3.25% 10/15/27 (b) | 80,000 | 109,325 | |
| Nanostring Technologies, Inc. 2.625% 3/1/25 | 500,000 | 589,063 | |
| NeoGenomics, Inc. 1.25% 5/1/25 | 420,000 | 499,275 | |
| Repligen Corp. 0.375% 7/15/24 | 960,000 | 2,431,022 | |
| 3,693,573 | |||
| TOTAL HEALTH CARE | 57,287,360 | ||
| INDUSTRIALS - 1.3% | |||
| Aerospace & Defense - 0.1% | |||
| Parsons Corp. 0.25% 8/15/25 | 5,436,000 | 5,338,152 | |
| Air Freight & Logistics - 0.0% | |||
| Air Transport Services Group, Inc. 1.125% 10/15/24 | 776,500 | 804,281 | |
| Atlas Air Worldwide Holdings, Inc. 1.875% 6/1/24 | 1,025,000 | 1,581,063 | |
| 2,385,344 | |||
| Airlines - 0.2% | |||
| American Airlines Group, Inc. 6.5% 7/1/25 | 1,025,000 | 1,404,763 | |
| JetBlue Airways Corp. 0.5% 4/1/26 (b) | 3,900,000 | 3,669,900 | |
| Southwest Airlines Co. 1.25% 5/1/25 | 3,808,000 | 5,114,620 | |
| 10,189,283 | |||
| Construction & Engineering - 0.1% | |||
| Granite Construction, Inc. 2.75% 11/1/24 | 2,591,000 | 3,509,932 | |
| Electrical Equipment - 0.1% | |||
| Bloom Energy Corp. 2.5% 8/15/25 | 1,101,000 | 2,034,149 | |
| Plug Power, Inc. 3.75% 6/1/25 | 446,000 | 3,530,135 | |
| Stem, Inc. 0.5% 12/1/28 (b) | 2,103,000 | 2,108,258 | |
| Sunrun, Inc. 0% 2/1/26 (b) | 100,000 | 86,491 | |
| 7,759,033 | |||
| Machinery - 0.5% | |||
| Chart Industries, Inc. 1% 11/15/24 (b) | 513,000 | 1,542,206 | |
| Fortive Corp. 0.875% 2/15/22 | 20,602,000 | 20,450,184 | |
| John Bean Technologies Corp. 0.25% 5/15/26 (b) | 2,370,000 | 2,647,290 | |
| Middleby Corp. 1% 9/1/25 | 890,000 | 1,285,160 | |
| The Greenbrier Companies, Inc. 2.875% 4/15/28 (b) | 3,190,000 | 3,293,675 | |
| 29,218,515 | |||
| Marine - 0.0% | |||
| Seaspan Corp. 3.75% 12/15/25 (b) | 1,758,000 | 2,089,383 | |
| Professional Services - 0.2% | |||
| FTI Consulting, Inc. 2% 8/15/23 | 2,568,000 | 3,822,468 | |
| KBR, Inc. 2.5% 11/1/23 | 3,735,000 | 6,581,795 | |
| Upwork, Inc. 0.25% 8/15/26 (b) | 80,000 | 76,915 | |
| 10,481,178 | |||
| Road & Rail - 0.1% | |||
| Lyft, Inc. 1.5% 5/15/25 | 1,400,000 | 1,789,200 | |
| Uber Technologies, Inc. 0% 12/15/25 (b) | 2,093,000 | 1,942,304 | |
| 3,731,504 | |||
| TOTAL INDUSTRIALS | 74,702,324 | ||
| INFORMATION TECHNOLOGY - 3.1% | |||
| Communications Equipment - 0.1% | |||
| Lumentum Holdings, Inc.: | |||
| 0.25% 3/15/24 | 589,000 | 882,396 | |
| 0.5% 12/15/26 | 1,359,000 | 1,499,797 | |
| 2,382,193 | |||
| Electronic Equipment & Components - 0.0% | |||
| II-VI, Inc. 0.25% 9/1/22 | 64,000 | 87,776 | |
| Insight Enterprises, Inc. 0.75% 2/15/25 | 1,073,000 | 1,605,855 | |
| Par Technology Corp. 1.5% 10/15/27 | 550,000 | 547,594 | |
| 2,241,225 | |||
| IT Services - 0.6% | |||
| Affirm Holdings, Inc. 0% 11/15/26 (b) | 100,000 | 98,106 | |
| Akamai Technologies, Inc.: | |||
| 0.125% 5/1/25 | 2,555,000 | 3,261,262 | |
| 0.375% 9/1/27 | 2,874,000 | 3,274,923 | |
| BigCommerce Holdings, Inc. 0.25% 10/1/26 (b) | 550,000 | 541,750 | |
| Cloudflare, Inc.: | |||
| 0% 8/15/26 (b) | 1,900,000 | 2,344,125 | |
| 0.75% 5/15/25 | 35,000 | 175,445 | |
| Digitalocean Holdings, Inc. 0% 12/1/26 (b) | 96,000 | 93,780 | |
| Fastly, Inc. 0% 3/15/26 (b) | 917,000 | 769,134 | |
| MongoDB, Inc.: | |||
| 0.25% 1/15/26 | 1,370,000 | 3,292,042 | |
| 0.75% 6/15/24 | 181,000 | 1,321,559 | |
| Okta, Inc.: | |||
| 0.125% 9/1/25 | 2,155,000 | 2,837,058 | |
| 0.375% 6/15/26 | 2,768,000 | 3,210,880 | |
| Repay Holdings Corp. 0% 2/1/26 (b) | 77,000 | 64,341 | |
| Shift4 Payments, Inc. 0% 12/15/25 (b) | 1,219,000 | 1,207,094 | |
| Shopify, Inc. 0.125% 11/1/25 | 1,602,000 | 2,041,549 | |
| Square, Inc.: | |||
| 0% 5/1/26 | 2,292,000 | 2,491,118 | |
| 0.125% 3/1/25 | 969,000 | 1,734,510 | |
| 0.25% 11/1/27 | 1,032,000 | 1,148,745 | |
| 0.5% 5/15/23 | 672,000 | 1,796,760 | |
| 31,704,181 | |||
| Semiconductors & Semiconductor Equipment - 0.6% | |||
| Camtek Ltd. 0% 12/1/26 (b) | 600,000 | 635,700 | |
| Enphase Energy, Inc.: | |||
| 0% 3/1/26 (b) | 100,000 | 111,850 | |
| 0% 3/1/28 (b) | 100,000 | 115,400 | |
| 0.25% 3/1/25 (b) | 691,000 | 2,141,831 | |
| MACOM Technology Solutions Holdings, Inc. 0.25% 3/15/26 (b) | 1,230,000 | 1,379,138 | |
| Microchip Technology, Inc.: | |||
| 1.625% 2/15/25 | 855,000 | 3,154,676 | |
| 1.625% 2/15/27 | 1,285,000 | 3,064,620 | |
| 2.25% 2/15/37 | 1,422,000 | 3,542,558 | |
| Nova Ltd. 0% 10/15/25 | 460,000 | 805,757 | |
| ON Semiconductor Corp.: | |||
| 0% 5/1/27 (b) | 2,823,000 | 3,866,831 | |
| 1.625% 10/15/23 | 1,370,000 | 4,061,194 | |
| Rambus, Inc. 1.375% 2/1/23 | 340,000 | 493,643 | |
| SMART Global Holdings, Inc. 2.25% 2/15/26 | 100,000 | 155,643 | |
| SolarEdge Technologies, Inc. 0% 9/15/25 | 1,565,000 | 2,134,660 | |
| Teradyne, Inc. 1.25% 12/15/23 | 768,000 | 3,712,282 | |
| Veeco Instruments, Inc. 3.75% 6/1/27 | 90,000 | 185,569 | |
| Wolfspeed, Inc.: | |||
| 0.875% 9/1/23 | 993,000 | 2,035,164 | |
| 1.75% 5/1/26 | 1,205,000 | 3,191,050 | |
| 34,787,566 | |||
| Software - 1.8% | |||
| 8x8, Inc. 0.5% 2/1/24 | 73,000 | 78,372 | |
| Altair Engineering, Inc. 0.25% 6/1/24 | 1,265,000 | 2,083,041 | |
| Avalara, Inc. 0.25% 8/1/26 (b) | 100,000 | 95,100 | |
| Bentley Systems, Inc. 0.125% 1/15/26 (b) | 100,000 | 101,927 | |
| Bill.Com Holdings, Inc.: | |||
| 0% 12/1/25 (b) | 100,000 | 186,300 | |
| 0% 4/1/27 (b) | 80,000 | 86,480 | |
| BlackLine, Inc.: | |||
| 0% 3/15/26 (b) | 1,625,000 | 1,560,000 | |
| 0.125% 8/1/24 | 1,386,000 | 2,191,613 | |
| Box, Inc. 0% 1/15/26 (b) | 2,757,000 | 3,101,362 | |
| Cerence, Inc. 3% 6/1/25 | 335,000 | 717,849 | |
| Ceridian HCM Holding, Inc. 0.25% 3/15/26 (b) | 3,201,000 | 3,450,678 | |
| Coupa Software, Inc.: | |||
| 0.125% 6/15/25 | 1,781,000 | 2,491,815 | |
| 0.375% 6/15/26 | 3,699,000 | 3,772,980 | |
| Datadog, Inc. 0.125% 6/15/25 | 1,030,000 | 2,065,974 | |
| DocuSign, Inc. 0% 1/15/24 (b) | 77,000 | 78,078 | |
| Dropbox, Inc.: | |||
| 0% 3/1/26 (b) | 84,000 | 82,144 | |
| 0% 3/1/28 (b) | 98,000 | 95,795 | |
| Dye & Durham Ltd. 3.75% 3/1/26 (b)(c) | CAD | 2,290,000 | 1,738,855 |
| Everbridge, Inc.: | |||
| 0% 3/15/26 (b) | 3,190,000 | 3,030,500 | |
| 0.125% 12/15/24 | 1,397,000 | 1,672,908 | |
| Five9, Inc. 0.5% 6/1/25 | 1,310,000 | 1,631,048 | |
| Guidewire Software, Inc. 1.25% 3/15/25 | 1,087,000 | 1,296,248 | |
| HubSpot, Inc. 0.375% 6/1/25 | 951,000 | 2,800,101 | |
| LivePerson, Inc.: | |||
| 0% 12/15/26 (b) | 3,215,000 | 2,786,986 | |
| 0.75% 3/1/24 | 1,055,000 | 1,283,146 | |
| Mandiant, Inc.: | |||
| 0.875% 6/1/24 | 2,120,000 | 2,190,225 | |
| 1.625% 6/1/35 | 1,544,000 | 1,541,241 | |
| MicroStrategy, Inc.: | |||
| 0% 2/15/27 (b) | 4,993,000 | 4,004,386 | |
| 0.75% 12/15/25 (b) | 41,000 | 79,725 | |
| Mitek Systems, Inc. 0.75% 2/1/26 (b) | 76,000 | 82,057 | |
| NortonLifeLock, Inc. 2% 8/15/22 (b) | 1,300,000 | 1,625,650 | |
| Nuance Communications, Inc.: | |||
| 1% 12/15/35 | 1,465,000 | 3,359,912 | |
| 1.25% 4/1/25 | 1,112,000 | 3,144,683 | |
| Nutanix, Inc. 0% 1/15/23 | 318,000 | 322,601 | |
| Pagerduty, Inc. 1.25% 7/1/25 | 645,000 | 750,619 | |
| Palo Alto Networks, Inc.: | |||
| 0.375% 6/1/25 | 3,424,000 | 6,377,200 | |
| 0.75% 7/1/23 | 2,872,000 | 5,912,012 | |
| Pegasystems, Inc. 0.75% 3/1/25 | 1,095,000 | 1,176,292 | |
| Progress Software Corp. 1% 4/15/26 (b) | 1,380,000 | 1,420,261 | |
| Q2 Holdings, Inc. 0.75% 6/1/26 | 1,220,000 | 1,382,870 | |
| Rapid7, Inc.: | |||
| 0.25% 3/15/27 (b) | 850,000 | 1,132,609 | |
| 2.25% 5/1/25 | 1,390,000 | 2,920,738 | |
| RingCentral, Inc.: | |||
| 0% 3/1/25 | 104,000 | 103,844 | |
| 0% 3/15/26 | 1,176,000 | 1,124,844 | |
| SailPoint Technologies Holding, Inc. 0.125% 9/15/24 | 919,000 | 1,757,588 | |
| ServiceNow, Inc. 0% 6/1/22 | 719,000 | 3,451,781 | |
| Splunk, Inc.: | |||
| 0.5% 9/15/23 | 1,102,000 | 1,214,266 | |
| 1.125% 9/15/25 | 1,860,000 | 2,092,500 | |
| 1.125% 6/15/27 | 72,000 | 68,085 | |
| Tyler Technologies, Inc. 0.25% 3/15/26 (b) | 2,915,000 | 3,467,684 | |
| Unity Software, Inc. 0% 11/15/26 (b) | 80,000 | 76,320 | |
| Varonis Systems, Inc. 1.25% 8/15/25 | 490,000 | 879,333 | |
| Verint Systems, Inc. 0.25% 4/15/26 (b) | 60,000 | 59,807 | |
| Veritone, Inc. 1.75% 11/15/26 (b) | 840,000 | 847,875 | |
| Workday, Inc. 0.25% 10/1/22 | 3,555,000 | 6,642,686 | |
| Workiva, Inc. 1.125% 8/15/26 | 603,000 | 1,124,218 | |
| Zendesk, Inc. 0.625% 6/15/25 | 2,415,000 | 2,827,965 | |
| Zscaler, Inc. 0.125% 7/1/25 | 1,397,000 | 3,278,759 | |
| 104,919,936 | |||
| TOTAL INFORMATION TECHNOLOGY | 176,035,101 | ||
| MATERIALS - 0.2% | |||
| Chemicals - 0.0% | |||
| Amyris, Inc. 1.5% 11/15/26 (b) | 2,120,000 | 2,024,600 | |
| Livent Corp. 4.125% 7/15/25 | 522,000 | 1,864,845 | |
| 3,889,445 | |||
| Metals & Mining - 0.2% | |||
| Allegheny Technologies, Inc. 3.5% 6/15/25 | 60,000 | 73,080 | |
| Cleveland-Cliffs, Inc. 1.5% 1/15/25 | 88,000 | 231,132 | |
| Endeavour Mining Corp. 3% 2/15/23 (b) | 1,610,000 | 1,888,691 | |
| MP Materials Corp. 0.25% 4/1/26 (b) | 2,693,000 | 3,214,936 | |
| SSR Mining, Inc. 2.5% 4/1/39 | 2,061,000 | 2,551,776 | |
| United States Steel Corp. 5% 11/1/26 | 1,298,000 | 2,490,862 | |
| 10,450,477 | |||
| TOTAL MATERIALS | 14,339,922 | ||
| REAL ESTATE - 0.2% | |||
| Equity Real Estate Investment Trusts (REITs) - 0.2% | |||
| IH Merger Sub LLC 3.5% 1/15/22 | 1,000,000 | 1,770,005 | |
| iStar Financial, Inc. 3.125% 9/15/22 | 675,000 | 1,193,308 | |
| Pebblebrook Hotel Trust 1.75% 12/15/26 | 4,309,000 | 4,561,077 | |
| Summit Hotel Properties, Inc. 1.5% 2/15/26 | 2,820,000 | 2,826,048 | |
| Uniti Fiber Holdings, Inc. 4% 6/15/24 (b) | 2,503,000 | 3,283,623 | |
| 13,634,061 | |||
| Real Estate Management & Development - 0.0% | |||
| Opendoor Technologies, Inc. 0.25% 8/15/26 (b) | 80,000 | 85,157 | |
| Realogy Group LLC/Realogy Co-Issuer Corp. 0.25% 6/15/26 (b) | 84,000 | 79,800 | |
| Zillow Group, Inc. 2.75% 5/15/25 | 67,000 | 79,462 | |
| 244,419 | |||
| TOTAL REAL ESTATE | 13,878,480 | ||
| UTILITIES - 0.1% | |||
| Electric Utilities - 0.1% | |||
| NRG Energy, Inc. 2.75% 6/1/48 | 1,399,000 | 1,541,698 | |
| Independent Power and Renewable Electricity Producers - 0.0% | |||
| NextEra Energy Partners LP 0% 6/15/24 (b) | 80,000 | 83,400 | |
| Sunnova Energy International, Inc. 0.25% 12/1/26 (b) | 80,000 | 99,560 | |
| 182,960 | |||
| Multi-Utilities - 0.0% | |||
| CenterPoint Energy, Inc. 2.00% ZENS | 23,475 | 1,389,485 | |
| TOTAL UTILITIES | 3,114,143 | ||
| TOTAL CONVERTIBLE BONDS | 523,260,904 | ||
| Nonconvertible Bonds - 0.4% | |||
| ENERGY - 0.1% | |||
| Oil, Gas & Consumable Fuels - 0.1% | |||
| Calumet Specialty Products Partners LP/Calumet Finance Corp. 11% 4/15/25 (b) | 2,745,000 | 2,992,050 | |
| DCP Midstream Operating LP 5.85% 5/21/43 (b)(d) | 1,000,000 | 955,860 | |
| 3,947,910 | |||
| FINANCIALS - 0.3% | |||
| Banks - 0.1% | |||
| JPMorgan Chase & Co. 3 month U.S. LIBOR + 1.000% 1.156% 5/15/77 (d)(e) | 4,500,000 | 3,941,797 | |
| Diversified Financial Services - 0.2% | |||
| ILFC E-Capital Trust I 3 month U.S. LIBOR + 1.550% 3.46% 12/21/65 (b)(d)(e) | 14,050,000 | 11,552,894 | |
| TOTAL FINANCIALS | 15,494,691 | ||
| UTILITIES - 0.0% | |||
| Multi-Utilities - 0.0% | |||
| CMS Energy Corp. 4.75% 6/1/50 (d) | 2,000,000 | 2,197,500 | |
| TOTAL NONCONVERTIBLE BONDS | 21,640,101 | ||
| TOTAL CORPORATE BONDS | |||
| (Cost $429,591,736) | 544,901,005 | ||
| Shares | Value | ||
| Common Stocks - 50.3% | |||
| COMMUNICATION SERVICES - 3.9% | |||
| Diversified Telecommunication Services - 1.5% | |||
| AT&T, Inc. | 1,401,600 | 31,998,528 | |
| Verizon Communications, Inc. | 1,072,319 | 53,905,476 | |
| 85,904,004 | |||
| Entertainment - 0.1% | |||
| The Walt Disney Co. (f) | 55,676 | 8,067,452 | |
| Interactive Media & Services - 0.0% | |||
| Genius Sports Ltd. | 129,725 | 1,233,685 | |
| Media - 1.9% | |||
| Comcast Corp. Class A | 1,546,912 | 77,314,662 | |
| Interpublic Group of Companies, Inc. | 582,500 | 19,333,175 | |
| Shaw Communications, Inc. Class B | 203,026 | 5,880,435 | |
| WPP PLC | 325,509 | 4,518,103 | |
| 107,046,375 | |||
| Wireless Telecommunication Services - 0.4% | |||
| T-Mobile U.S., Inc. (f) | 195,954 | 21,321,755 | |
| TOTAL COMMUNICATION SERVICES | 223,573,271 | ||
| CONSUMER DISCRETIONARY - 3.2% | |||
| Hotels, Restaurants & Leisure - 1.4% | |||
| Caesars Entertainment, Inc. (f) | 48,921 | 4,406,314 | |
| McDonald's Corp. | 299,478 | 73,252,319 | |
| 77,658,633 | |||
| Household Durables - 0.2% | |||
| Tempur Sealy International, Inc. | 258,732 | 11,084,079 | |
| Internet & Direct Marketing Retail - 0.1% | |||
| eBay, Inc. | 107,223 | 7,233,264 | |
| Multiline Retail - 0.6% | |||
| Target Corp. | 143,800 | 35,064,192 | |
| Specialty Retail - 0.6% | |||
| Best Buy Co., Inc. | 131,000 | 13,998,660 | |
| Burlington Stores, Inc. (f) | 15,000 | 4,396,950 | |
| Lowe's Companies, Inc. | 75,900 | 18,564,381 | |
| 36,959,991 | |||
| Textiles, Apparel & Luxury Goods - 0.3% | |||
| PVH Corp. | 73,800 | 7,880,364 | |
| Tapestry, Inc. | 176,023 | 7,062,043 | |
| 14,942,407 | |||
| TOTAL CONSUMER DISCRETIONARY | 182,942,566 | ||
| CONSUMER STAPLES - 7.8% | |||
| Beverages - 3.7% | |||
| Diageo PLC | 452,838 | 22,853,939 | |
| Keurig Dr. Pepper, Inc. | 410,952 | 13,968,258 | |
| PepsiCo, Inc. | 474,820 | 75,866,740 | |
| The Coca-Cola Co. | 1,935,647 | 101,524,685 | |
| 214,213,622 | |||
| Food & Staples Retailing - 0.4% | |||
| BJ's Wholesale Club Holdings, Inc. (f) | 165,600 | 10,954,440 | |
| Costco Wholesale Corp. | 16,600 | 8,953,708 | |
| Walmart, Inc. | 47,500 | 6,679,925 | |
| 26,588,073 | |||
| Food Products - 1.2% | |||
| Bunge Ltd. | 78,400 | 6,787,088 | |
| Lamb Weston Holdings, Inc. | 187,036 | 9,710,909 | |
| Mondelez International, Inc. | 611,714 | 36,054,423 | |
| Nestle SA (Reg. S) | 115,544 | 14,809,480 | |
| 67,361,900 | |||
| Household Products - 2.5% | |||
| Procter & Gamble Co. | 989,560 | 143,070,563 | |
| TOTAL CONSUMER STAPLES | 451,234,158 | ||
| ENERGY - 3.1% | |||
| Oil, Gas & Consumable Fuels - 3.1% | |||
| Antero Resources Corp. (f) | 355,617 | 6,244,635 | |
| Canadian Natural Resources Ltd. (g) | 32,566 | 1,329,344 | |
| Canadian Natural Resources Ltd. | 127,038 | 5,195,088 | |
| Cenovus Energy, Inc. (g) | 224,600 | 2,663,756 | |
| Cheniere Energy, Inc. | 37,514 | 3,931,842 | |
| ConocoPhillips Co. | 101,188 | 7,096,314 | |
| DCP Midstream Partners LP | 255,314 | 6,722,418 | |
| Devon Energy Corp. | 35,446 | 1,490,859 | |
| DHT Holdings, Inc. | 2,796,655 | 15,521,435 | |
| DT Midstream, Inc. | 47,292 | 2,169,284 | |
| Energy Transfer LP | 1,334,922 | 11,240,043 | |
| Enterprise Products Partners LP | 168,595 | 3,606,247 | |
| Enviva Partners LP | 17,332 | 1,213,760 | |
| Equitrans Midstream Corp. | 103,866 | 999,191 | |
| Exxon Mobil Corp. | 392,106 | 23,463,623 | |
| Genesis Energy LP | 453,300 | 4,573,797 | |
| Hess Corp. | 13,876 | 1,034,040 | |
| Imperial Oil Ltd. | 513,131 | 16,963,108 | |
| MEG Energy Corp. (f) | 162,454 | 1,322,574 | |
| MPLX LP | 25,884 | 758,660 | |
| ONEOK, Inc. | 14,000 | 837,760 | |
| PDC Energy, Inc. | 44,400 | 2,239,092 | |
| Phillips 66 Co. | 108,924 | 7,534,273 | |
| Plains All American Pipeline LP | 880,798 | 8,191,421 | |
| Suncor Energy, Inc. (g) | 658,734 | 16,047,440 | |
| Targa Resources Corp. | 139,733 | 7,214,415 | |
| Valero Energy Corp. | 117,538 | 7,867,994 | |
| Western Midstream Partners LP | 429,723 | 8,263,573 | |
| 175,735,986 | |||
| FINANCIALS - 6.3% | |||
| Banks - 2.8% | |||
| Bank of America Corp. | 600,145 | 26,688,448 | |
| Citigroup, Inc. | 214,006 | 13,632,182 | |
| Huntington Bancshares, Inc. | 890,652 | 13,217,276 | |
| JPMorgan Chase & Co. | 139,600 | 22,172,668 | |
| M&T Bank Corp. | 145,857 | 21,384,095 | |
| PNC Financial Services Group, Inc. | 167,902 | 33,076,694 | |
| Wells Fargo & Co. | 649,112 | 31,014,571 | |
| 161,185,934 | |||
| Capital Markets - 1.5% | |||
| BlackRock, Inc. Class A | 74,011 | 66,951,091 | |
| KKR & Co. LP | 246,000 | 18,314,700 | |
| 85,265,791 | |||
| Consumer Finance - 0.4% | |||
| Capital One Financial Corp. | 189,790 | 26,671,189 | |
| Insurance - 1.6% | |||
| American Financial Group, Inc. | 79,200 | 10,581,912 | |
| Chubb Ltd. | 188,036 | 33,746,821 | |
| Hartford Financial Services Group, Inc. | 230,836 | 15,258,260 | |
| Old Republic International Corp. | 238,867 | 5,723,253 | |
| The Travelers Companies, Inc. | 174,692 | 25,670,989 | |
| 90,981,235 | |||
| TOTAL FINANCIALS | 364,104,149 | ||
| HEALTH CARE - 9.9% | |||
| Biotechnology - 2.6% | |||
| AbbVie, Inc. | 692,437 | 79,824,137 | |
| Alder Biopharmaceuticals, Inc. rights (c)(f) | 61,506 | 54,125 | |
| Amgen, Inc. | 308,600 | 61,374,368 | |
| Gilead Sciences, Inc. | 107,381 | 7,401,772 | |
| 148,654,402 | |||
| Health Care Equipment & Supplies - 0.0% | |||
| Insulet Corp. (f) | 9,980 | 2,878,631 | |
| Health Care Providers & Services - 0.5% | |||
| UnitedHealth Group, Inc. | 65,904 | 29,275,875 | |
| Life Sciences Tools & Services - 0.6% | |||
| Danaher Corp. | 105,670 | 33,987,699 | |
| Pharmaceuticals - 6.2% | |||
| AstraZeneca PLC sponsored ADR | 463,524 | 25,415,021 | |
| Bristol-Myers Squibb Co. | 1,155,971 | 61,994,725 | |
| Eli Lilly & Co. | 341,033 | 84,589,825 | |
| Johnson & Johnson | 411,520 | 64,168,314 | |
| Merck & Co., Inc. | 872,181 | 65,335,079 | |
| Roche Holding AG (participation certificate) | 75,053 | 29,301,468 | |
| Sanofi SA sponsored ADR | 553,500 | 26,329,995 | |
| 357,134,427 | |||
| TOTAL HEALTH CARE | 571,931,034 | ||
| INDUSTRIALS - 5.1% | |||
| Aerospace & Defense - 0.5% | |||
| Huntington Ingalls Industries, Inc. | 49,194 | 8,732,427 | |
| Northrop Grumman Corp. | 42,502 | 14,824,698 | |
| The Boeing Co. (f) | 25,999 | 5,143,902 | |
| 28,701,027 | |||
| Air Freight & Logistics - 1.3% | |||
| Deutsche Post AG | 147,374 | 8,719,530 | |
| United Parcel Service, Inc. Class B | 320,729 | 63,623,012 | |
| 72,342,542 | |||
| Building Products - 0.6% | |||
| Johnson Controls International PLC | 439,690 | 32,871,224 | |
| Commercial Services & Supplies - 0.1% | |||
| Waste Management, Inc. | 55,800 | 8,965,386 | |
| Electrical Equipment - 1.0% | |||
| AMETEK, Inc. | 50,700 | 6,920,550 | |
| Babcock & Wilcox Enterprises, Inc. (f) | 717,906 | 6,532,945 | |
| Eaton Corp. PLC | 256,703 | 41,601,288 | |
| 55,054,783 | |||
| Industrial Conglomerates - 0.7% | |||
| General Electric Co. | 185,575 | 17,627,769 | |
| Hitachi Ltd. | 125,300 | 7,339,845 | |
| Roper Technologies, Inc. | 16,400 | 7,612,060 | |
| Siemens AG | 45,800 | 7,301,237 | |
| 39,880,911 | |||
| Machinery - 0.6% | |||
| Fortive Corp. | 103,072 | 7,613,929 | |
| ITT, Inc. | 162,200 | 15,340,876 | |
| Otis Worldwide Corp. | 120,455 | 9,684,582 | |
| Stanley Black & Decker, Inc. | 28,333 | 4,951,475 | |
| 37,590,862 | |||
| Trading Companies & Distributors - 0.1% | |||
| Watsco, Inc. | 20,356 | 5,958,405 | |
| Transportation Infrastructure - 0.2% | |||
| Aena SME SA (b)(f) | 83,046 | 12,196,630 | |
| TOTAL INDUSTRIALS | 293,561,770 | ||
| INFORMATION TECHNOLOGY - 5.7% | |||
| Communications Equipment - 1.8% | |||
| Cisco Systems, Inc. | 1,742,780 | 95,574,055 | |
| Juniper Networks, Inc. | 363,342 | 11,310,836 | |
| 106,884,891 | |||
| IT Services - 0.7% | |||
| Accenture PLC Class A | 23,202 | 8,292,395 | |
| Amdocs Ltd. | 240,739 | 16,808,397 | |
| Capgemini SA | 36,600 | 8,471,795 | |
| Visa, Inc. Class A | 28,700 | 5,561,199 | |
| 39,133,786 | |||
| Semiconductors & Semiconductor Equipment - 1.3% | |||
| Micron Technology, Inc. | 72,135 | 6,059,340 | |
| NXP Semiconductors NV | 149,900 | 33,481,664 | |
| Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR | 293,207 | 34,349,200 | |
| 73,890,204 | |||
| Software - 1.0% | |||
| Microsoft Corp. | 131,467 | 43,461,676 | |
| NortonLifeLock, Inc. | 311,700 | 7,745,745 | |
| Open Text Corp. | 143,926 | 6,823,092 | |
| 58,030,513 | |||
| Technology Hardware, Storage & Peripherals - 0.9% | |||
| Apple, Inc. | 96,541 | 15,958,227 | |
| FUJIFILM Holdings Corp. | 60,100 | 4,727,534 | |
| Samsung Electronics Co. Ltd. | 518,953 | 31,272,798 | |
| 51,958,559 | |||
| TOTAL INFORMATION TECHNOLOGY | 329,897,953 | ||
| MATERIALS - 1.4% | |||
| Chemicals - 0.4% | |||
| Ciner Resources LP | 10,800 | 191,268 | |
| Linde PLC | 50,118 | 15,944,541 | |
| Nutrien Ltd. | 94,876 | 6,289,170 | |
| 22,424,979 | |||
| Containers & Packaging - 0.6% | |||
| Crown Holdings, Inc. | 138,532 | 14,656,686 | |
| Packaging Corp. of America | 136,932 | 17,881,950 | |
| 32,538,636 | |||
| Metals & Mining - 0.4% | |||
| Lundin Mining Corp. | 316,238 | 2,482,968 | |
| Newmont Corp. | 198,300 | 10,890,636 | |
| Wheaton Precious Metals Corp. | 278,100 | 11,629,498 | |
| 25,003,102 | |||
| TOTAL MATERIALS | 79,966,717 | ||
| REAL ESTATE - 0.6% | |||
| Equity Real Estate Investment Trusts (REITs) - 0.6% | |||
| American Tower Corp. | 46,600 | 12,231,568 | |
| Lamar Advertising Co. Class A | 180,468 | 19,717,934 | |
| 31,949,502 | |||
| UTILITIES - 3.3% | |||
| Electric Utilities - 2.2% | |||
| Exelon Corp. | 266,100 | 14,031,453 | |
| NextEra Energy, Inc. | 903,310 | 78,389,242 | |
| NRG Energy, Inc. | 251,469 | 9,057,913 | |
| PG&E Corp. (f) | 221,000 | 2,625,480 | |
| Xcel Energy, Inc. | 307,026 | 19,566,767 | |
| 123,670,855 | |||
| Independent Power and Renewable Electricity Producers - 0.1% | |||
| Vistra Corp. | 388,000 | 7,713,440 | |
| Multi-Utilities - 1.0% | |||
| Ameren Corp. | 215,605 | 17,591,212 | |
| Dominion Energy, Inc. | 392,253 | 27,928,414 | |
| WEC Energy Group, Inc. | 150,867 | 13,114,868 | |
| 58,634,494 | |||
| TOTAL UTILITIES | 190,018,789 | ||
| TOTAL COMMON STOCKS | |||
| (Cost $2,146,884,750) | 2,894,915,895 | ||
| Preferred Stocks - 9.1% | |||
| Convertible Preferred Stocks - 2.7% | |||
| COMMUNICATION SERVICES - 0.2% | |||
| Media - 0.1% | |||
| ViacomCBS, Inc. Series A 5.75% | 40,170 | 2,069,351 | |
| Wireless Telecommunication Services - 0.1% | |||
| T-Mobile U.S., Inc. 5.25% (b) | 6,850 | 6,814,243 | |
| TOTAL COMMUNICATION SERVICES | 8,883,594 | ||
| CONSUMER DISCRETIONARY - 0.1% | |||
| Auto Components - 0.1% | |||
| Aptiv PLC Series A, 5.50% | 28,700 | 5,132,882 | |
| Internet & Direct Marketing Retail - 0.0% | |||
| Chewy, Inc. 6.50% (b)(f) | 700 | 1,077,860 | |
| TOTAL CONSUMER DISCRETIONARY | 6,210,742 | ||
| CONSUMER STAPLES - 0.0% | |||
| Food Products - 0.0% | |||
| Bunge Ltd. 4.875% (f) | 14,000 | 1,710,240 | |
| FINANCIALS - 0.6% | |||
| Banks - 0.5% | |||
| Bank of America Corp. Series L, 7.25% (f) | 8,565 | 12,170,865 | |
| Wells Fargo & Co. 7.50% | 10,245 | 15,019,807 | |
| 27,190,672 | |||
| Capital Markets - 0.1% | |||
| KKR & Co. LP Series C, 6.00% | 50,000 | 4,626,500 | |
| TOTAL FINANCIALS | 31,817,172 | ||
| HEALTH CARE - 0.6% | |||
| Health Care Equipment & Supplies - 0.2% | |||
| Becton, Dickinson & Co. 6.50% | 94,600 | 4,801,896 | |
| Boston Scientific Corp. Series A, 5.50% | 53,500 | 5,647,997 | |
| 10,449,893 | |||
| Health Care Technology - 0.0% | |||
| Change Healthcare, Inc. 6.00% | 22,000 | 1,481,439 | |
| Life Sciences Tools & Services - 0.4% | |||
| Avantor, Inc. Series A, 6.25% | 35,300 | 4,264,594 | |
| Danaher Corp.: | |||
| 4.75% | 4,300 | 9,257,040 | |
| Series B, 5.00% (f) | 4,960 | 8,476,688 | |
| 21,998,322 | |||
| TOTAL HEALTH CARE | 33,929,654 | ||
| INDUSTRIALS - 0.2% | |||
| Construction & Engineering - 0.1% | |||
| Fluor Corp. 6.50% (b) | 7,100 | 8,686,140 | |
| Machinery - 0.1% | |||
| Colfax Corp. 5.75% (f) | 14,100 | 2,622,592 | |
| RBC Bearings, Inc. | 27,000 | 2,821,230 | |
| 5,443,822 | |||
| TOTAL INDUSTRIALS | 14,129,962 | ||
| INFORMATION TECHNOLOGY - 0.2% | |||
| IT Services - 0.0% | |||
| Sabre Corp. Series A, 6.50% | 700 | 71,764 | |
| Semiconductors & Semiconductor Equipment - 0.2% | |||
| Broadcom, Inc. Series A, 8.00% | 7,850 | 13,660,649 | |
| TOTAL INFORMATION TECHNOLOGY | 13,732,413 | ||
| MATERIALS - 0.1% | |||
| Metals & Mining - 0.1% | |||
| ArcelorMittal SA 5.50% | 96,300 | 6,084,234 | |
| UTILITIES - 0.7% | |||
| Electric Utilities - 0.6% | |||
| American Electric Power Co., Inc. 6.125% | 29,100 | 1,436,085 | |
| NextEra Energy, Inc.: | |||
| 4.872% | 166,100 | 10,541,749 | |
| 5.279% (f) | 93,900 | 5,081,868 | |
| 6.219% | 59,600 | 3,232,108 | |
| PG&E Corp. | 67,100 | 7,596,540 | |
| Southern Co. 6.75% | 90,300 | 4,537,319 | |
| 32,425,669 | |||
| Gas Utilities - 0.1% | |||
| UGI Corp. 7.125% | 34,500 | 3,306,825 | |
| Independent Power and Renewable Electricity Producers - 0.0% | |||
| The AES Corp. 6.875% | 33,900 | 3,189,990 | |
| Multi-Utilities - 0.0% | |||
| Dominion Energy, Inc. 7.25% | 1,100 | 104,357 | |
| DTE Energy Co. 6.25% (f) | 48,400 | 2,342,575 | |
| NiSource, Inc. 7.75% | 800 | 83,016 | |
| 2,529,948 | |||
| Water Utilities - 0.0% | |||
| Essential Utilities, Inc. 6.00% | 24,000 | 1,387,920 | |
| TOTAL UTILITIES | 42,840,352 | ||
| TOTAL CONVERTIBLE PREFERRED STOCKS | 159,338,363 | ||
| Nonconvertible Preferred Stocks - 6.4% | |||
| COMMUNICATION SERVICES - 0.3% | |||
| Diversified Telecommunication Services - 0.2% | |||
| AT&T, Inc.: | |||
| 4.75% | 160,000 | 4,035,200 | |
| 5.125% | 85,000 | 2,184,500 | |
| 5.35% | 100,000 | 2,593,000 | |
| BCE, Inc.: | |||
| 2.954% (d) | 72,900 | 1,104,243 | |
| Series AM, Canadian Government Bond 5 Year Note Index + 2.090% 2.939% (d)(e) | 68,700 | 1,055,682 | |
| Series R | 67,600 | 1,058,888 | |
| 12,031,513 | |||
| Wireless Telecommunication Services - 0.1% | |||
| Telephone & Data Systems, Inc. 6.625% | 8,100 | 215,460 | |
| U.S. Cellular Corp. 6.25% | 65,000 | 1,729,000 | |
| 1,944,460 | |||
| TOTAL COMMUNICATION SERVICES | 13,975,973 | ||
| CONSUMER DISCRETIONARY - 0.1% | |||
| Leisure Products - 0.1% | |||
| Brunswick Corp.: | |||
| 6.375% | 20,000 | 528,000 | |
| 6.50% | 45,000 | 1,192,500 | |
| 6.625% | 30,000 | 798,600 | |
| 2,519,100 | |||
| Textiles, Apparel & Luxury Goods - 0.0% | |||
| Fossil Group, Inc. 7.00% | 65,400 | 1,650,696 | |
| TOTAL CONSUMER DISCRETIONARY | 4,169,796 | ||
| ENERGY - 0.1% | |||
| Oil, Gas & Consumable Fuels - 0.1% | |||
| Enbridge, Inc.: | |||
| Canadian Government Bond 5 Year Note Index + 2.400% 3.415% (d)(e) | 2,000 | 29,105 | |
| Canadian Government Bond 5 Year Note Index + 2.570% 4.449% (d)(e) | 13,400 | 209,793 | |
| Canadian Government Bond 5 Year Note Index + 2.650% 5.086% (d)(e) | 22,700 | 374,765 | |
| Series F, Canadian Government Bond 5 Year Note Index + 2.510% 4.689% (d)(e) | 33,400 | 528,407 | |
| Series L, 5 year U.S. Treasury Index + 3.150% 4.959% (d)(e) | 17,800 | 401,390 | |
| Energy Transfer LP Series C, 7.375% (d) | 60,000 | 1,441,200 | |
| Global Partners LP Series B, 9.50% | 60,000 | 1,612,200 | |
| Pembina Pipeline Corp.: | |||
| Series 15, 4.40% (d) | 8,600 | 156,186 | |
| Series 17, Canadian Government Bond 5 Year Note Index + 3.010% 4.821% (d)(e) | 6,800 | 129,085 | |
| Series 3, Canadian Government Bond 5 Year Note Index + 2.600% 4.478% (d)(e) | 11,900 | 204,101 | |
| Series 5, Canadian Government Bond 5 Year Note Index + 3.000% 4.573% (d)(e) | 1,500 | 27,852 | |
| Series 7, Canadian Government Bond 5 Year Note Index + 2.940% 4.38% (d)(e) | 900 | 16,331 | |
| TC Energy Corp. Canadian Government Bond 5 Year Note Index + 2.380% 3.903% (d)(e) | 12,000 | 200,086 | |
| 5,330,501 | |||
| FINANCIALS - 4.6% | |||
| Banks - 3.2% | |||
| Bank of America Corp.: | |||
| 4.25% | 200,000 | 4,946,000 | |
| 4.375% | 280,200 | 6,946,158 | |
| 5.00% | 270,000 | 6,960,600 | |
| Series GG, 6.00% | 255,000 | 6,696,300 | |
| Series HH, 5.875% | 185,744 | 4,920,359 | |
| Series KK, 5.375% | 350,000 | 9,145,500 | |
| Series PP, 4.125% | 250,000 | 6,095,000 | |
| Bank of Hawaii Corp. Series A, 4.625% | 45,000 | 1,124,100 | |
| Bank of Nova Scotia 4.85% (d) | 9,800 | 193,553 | |
| CIT Group, Inc. Series B 5.625% | 150,000 | 3,870,015 | |
| Cullen/Frost Bankers, Inc. Series B 4.45% | 25,000 | 635,250 | |
| First Citizens Bancshares, Inc. | 50,000 | 1,319,000 | |
| First Republic Bank: | |||
| 4.125% | 150,000 | 3,568,500 | |
| 4.50% | 120,000 | 2,958,000 | |
| 5.125% | 10,000 | 254,728 | |
| Series J, 4.70% | 75,000 | 1,922,250 | |
| Series L, 4.375% | 225,000 | 5,382,000 | |
| Series M, 4.00% | 80,000 | 1,833,600 | |
| First Tennessee Bank NA 3 month U.S. LIBOR + 0.850% 3.75% (b)(d)(e) | 12,500 | 10,625,000 | |
| JPMorgan Chase & Co.: | |||
| 4.55% | 375,000 | 9,577,500 | |
| 4.625% | 240,000 | 6,156,000 | |
| 4.75% | 200,000 | 5,120,000 | |
| Series DD, 5.75% | 290,000 | 7,708,200 | |
| Series EE, 6.00% | 181,000 | 4,876,140 | |
| Series MM, 4.20% | 200,000 | 4,956,000 | |
| PNC Financial Services Group, Inc. Series P, 6.125% (d) | 80,086 | 2,050,202 | |
| Regions Financial Corp. 4.45% | 10,000 | 246,700 | |
| Truist Financial Corp.: | |||
| 4.75% | 200,000 | 5,176,000 | |
| Series O, 5.25% | 24,000 | 649,440 | |
| U.S. Bancorp: | |||
| Series F, 6.50% (d) | 59,451 | 1,507,083 | |
| Series K, 5.50% | 41,000 | 1,079,530 | |
| Series L, 3.75% | 25,000 | 578,000 | |
| Series M, 4.00% | 155,000 | 3,743,250 | |
| Wells Fargo & Co.: | |||
| 4.25% | 350,000 | 8,585,500 | |
| 4.70% | 350,000 | 8,914,500 | |
| 5.85% (d) | 268,751 | 7,033,214 | |
| 6.625% (d) | 65,000 | 1,764,750 | |
| Series CC, 4.375% | 325,000 | 8,060,000 | |
| Series Y, 5.625% | 150,000 | 3,805,500 | |
| Series Z, 4.75% | 529,900 | 13,475,357 | |
| 184,458,779 | |||
| Capital Markets - 0.6% | |||
| Apollo Global Management LLC Series B, 6.375% | 10,000 | 261,400 | |
| B. Riley Financial, Inc.: | |||
| 5.25% | 57,400 | 1,438,444 | |
| 6.375% | 53,300 | 1,377,805 | |
| 6.50% | 15,600 | 414,180 | |
| 6.75% | 1,400 | 35,840 | |
| Brookfield Asset Management, Inc.: | |||
| Canadian Government Bond 5 Year Note Index + 1.800% 2.727% (d)(e) | 800 | 11,460 | |
| Canadian Government Bond 5 Year Note Index + 2.310% 3.471% (d)(e) | 2,400 | 39,172 | |
| Canadian Government Bond 5 Year Note Index + 2.630% 4.437% (d)(e) | 600 | 11,014 | |
| Charles Schwab Corp.: | |||
| 4.45% | 225,000 | 5,742,000 | |
| 5.95% | 3,000 | 76,110 | |
| Morgan Stanley: | |||
| 6.875% (d) | 50,000 | 1,367,000 | |
| Series I, 6.375% (d) | 30,000 | 833,700 | |
| Series K, 5.85% (d) | 250,000 | 7,105,000 | |
| Series O, 4.50% | 240,000 | 5,942,400 | |
| Northern Trust Corp. Series E, 4.70% | 65,000 | 1,707,550 | |
| Oaktree Capital Group LLC: | |||
| 6.55% | 80,300 | 2,127,950 | |
| Series A, 6.625% | 45,197 | 1,180,546 | |
| State Street Corp.: | |||
| Series D, 5.90% (d) | 5,000 | 133,750 | |
| Series G, 5.35% (d) | 20,000 | 553,000 | |
| Stifel Financial Corp.: | |||
| 5.20% | 5,000 | 128,700 | |
| Series D, 4.50% | 27,900 | 686,898 | |
| 31,173,919 | |||
| Consumer Finance - 0.1% | |||
| Capital One Financial Corp.: | |||
| 4.25% | 40,000 | 979,200 | |
| 5.00% | 15,000 | 388,500 | |
| Series J, 5.00% | 117,000 | 2,995,200 | |
| Series L, 4.375% | 12,000 | 293,520 | |
| Synchrony Financial Series A, 5.625% | 40,000 | 1,047,600 | |
| 5,704,020 | |||
| Diversified Financial Services - 0.1% | |||
| Carlyle Finance LLC 4.625% | 130,000 | 3,250,650 | |
| Equitable Holdings, Inc.: | |||
| 4.30% | 26,000 | 643,760 | |
| Series A 5.25% | 52,500 | 1,366,575 | |
| 5,260,985 | |||
| Insurance - 0.6% | |||
| Allstate Corp.: | |||
| 5.10% | 160,000 | 4,241,600 | |
| Series G, 5.625% | 20,000 | 528,200 | |
| Series I, 4.75% | 40,000 | 1,046,000 | |
| Athene Holding Ltd.: | |||
| Series A, 6.35% (d) | 125,000 | 3,556,250 | |
| Series B, 5.625% | 100,000 | 2,641,000 | |
| Series C, 6.375% (d) | 162,500 | 4,501,250 | |
| Series D, 4.875% | 250,000 | 6,320,000 | |
| Hartford Financial Services Group, Inc.: | |||
| 7.875% (d) | 10,500 | 271,425 | |
| Series G, 6.00% | 32,500 | 861,575 | |
| MetLife, Inc.: | |||
| 5.625% | 30,000 | 780,900 | |
| Series F 4.75% | 100,000 | 2,558,000 | |
| Power Financial Corp. BK CDA TREASURY BIL 3 MTH INDX + 1.600% 1.77% (d)(e) | 21,900 | 289,726 | |
| Prudential Financial, Inc. 4.125% | 25,000 | 644,250 | |
| RenaissanceRe Holdings Ltd. Series G, 4.20% | 40,000 | 978,800 | |
| W.R. Berkley Corp.: | |||
| 4.125% | 75,000 | 1,923,750 | |
| 4.25% | 55,000 | 1,426,700 | |
| 5.10% | 125,000 | 3,293,750 | |
| 5.70% | 34,071 | 886,527 | |
| 36,749,703 | |||
| Mortgage Real Estate Investment Trusts - 0.0% | |||
| KKR Real Estate Finance Trust, Inc. 6.50% | 40,000 | 1,028,000 | |
| TPG RE Finance Trust, Inc. Series C, 6.25% | 10,000 | 239,907 | |
| Two Harbors Investment Corp. Series C, 7.25% (d) | 20,000 | 500,800 | |
| 1,768,707 | |||
| Real Estate Management & Development - 0.0% | |||
| Brookfield Properties Corp.: | |||
| Canadian Government Bond 5 Year Note Index + 3.000% 4.161% (d)(e) | 33,900 | 516,149 | |
| Canadian Government Bond 5 Year Note Index + 3.160% 5.383% (d)(e) | 14,000 | 236,941 | |
| Series CC, Canadian Government Bond 5 Year Note Index + 5.180% 6.00% (d)(e) | 9,500 | 196,329 | |
| Series EE, 5.10% (d) | 10,500 | 196,282 | |
| Series R, Canadian Government Bond 5 Year Note Index + 3.480% 4.155% (d)(e) | 20,900 | 324,433 | |
| 1,470,134 | |||
| TOTAL FINANCIALS | 266,586,247 | ||
| INDUSTRIALS - 0.2% | |||
| Aerospace & Defense - 0.0% | |||
| Bombardier, Inc. Series 3, 3.983% | 123,400 | 1,714,627 | |
| Commercial Services & Supplies - 0.0% | |||
| Pitney Bowes, Inc. 6.70% | 12,300 | 303,318 | |
| Electrical Equipment - 0.2% | |||
| Babcock & Wilcox Enterprises, Inc.: | |||
| 8.125% | 303,300 | 7,910,064 | |
| Series A, 7.75% | 138,000 | 3,531,420 | |
| 11,441,484 | |||
| TOTAL INDUSTRIALS | 13,459,429 | ||
| REAL ESTATE - 0.5% | |||
| Equity Real Estate Investment Trusts (REITs) - 0.5% | |||
| Pebblebrook Hotel Trust: | |||
| 6.375% | 20,000 | 504,200 | |
| Series H, 5.70% | 4,000 | 99,376 | |
| Public Storage: | |||
| 3.875% | 25,000 | 611,250 | |
| 3.95% | 40,000 | 982,800 | |
| 4.00% | 150,000 | 3,690,000 | |
| 4.00% | 140,000 | 3,494,400 | |
| Series E, 4.90% | 328,535 | 8,295,509 | |
| Series F, 5.15% | 5,298 | 134,896 | |
| Series G, 5.05% | 45,937 | 1,176,906 | |
| Series H, 5.60% | 7,100 | 192,907 | |
| Series I, 4.875% | 30,000 | 793,500 | |
| Series J, 4.70% | 52,500 | 1,355,025 | |
| Series K, 4.75% | 30,000 | 776,100 | |
| Series L, 4.625% | 46,000 | 1,204,280 | |
| Series M, 4.125% | 55,000 | 1,379,945 | |
| Summit Hotel Properties, Inc.: | |||
| Series E, 6.25% | 18,400 | 462,226 | |
| Series F, 5.875% | 12,400 | 305,784 | |
| Sunstone Hotel Investors, Inc.: | |||
| Series H, 6.125% | 20,000 | 507,700 | |
| Series I, 5.70% | 21,000 | 523,005 | |
| Vornado Realty Trust Series O, 4.45% | 12,300 | 300,981 | |
| 26,790,790 | |||
| Real Estate Management & Development - 0.0% | |||
| Brookfield Property Partners LP 5.75% | 60,800 | 1,443,392 | |
| TOTAL REAL ESTATE | 28,234,182 | ||
| UTILITIES - 0.6% | |||
| Electric Utilities - 0.3% | |||
| Alabama Power Co. Series A, 5.00% | 5,000 | 129,000 | |
| Brookfield Infrastructure Finance ULC 5.00% | 25,000 | 627,500 | |
| Duke Energy Corp.: | |||
| 5.625% | 85,000 | 2,255,900 | |
| 5.75% | 11,800 | 315,060 | |
| Entergy Louisiana LLC 4.875% | 5,000 | 126,400 | |
| Entergy New Orleans, Inc. 5.50% | 7,217 | 182,301 | |
| Entergy, Inc.: | |||
| 4.875% | 8,000 | 201,600 | |
| Series A, 5.375% | 10,000 | 261,600 | |
| Fortis, Inc. Series G, Canadian Government Bond 5 Year Note Index + 2.130% 3.883% (d)(e) | 11,300 | 197,614 | |
| NextEra Energy Capital Holdings, Inc. 5.65% | 7,500 | 201,750 | |
| Southern Co.: | |||
| 4.20% | 125,000 | 3,171,250 | |
| 5.25% | 186,487 | 4,854,257 | |
| Series A, 4.95% | 150,000 | 3,973,515 | |
| 16,497,747 | |||
| Independent Power and Renewable Electricity Producers - 0.0% | |||
| Brookfield Renewable Partners LP 5.25% | 125,000 | 3,240,000 | |
| TransAlta Corp.: | |||
| Canadian Government Bond 5 Year Note Index + 3.800% 4.988% (d)(e) | 10,800 | 200,368 | |
| Series E, Canadian Government Bond 5 Year Note Index + 3.650% 5.19% (d)(e) | 11,300 | 205,664 | |
| 3,646,032 | |||
| Multi-Utilities - 0.3% | |||
| Brookfield Infrastructure Partners LP: | |||
| 5.125% | 53,000 | 1,306,450 | |
| Class A 5.00% | 59,100 | 1,479,994 | |
| CMS Energy Corp.: | |||
| 5.625% | 108,258 | 2,816,873 | |
| 5.875% | 44,330 | 1,188,119 | |
| 5.875% | 42,943 | 1,140,996 | |
| DTE Energy Co.: | |||
| 4.375% | 65,000 | 1,641,250 | |
| 6.00% | 33,699 | 841,801 | |
| Series E, 5.25% | 75,000 | 1,931,250 | |
| Sempra Energy 5.75% | 110,459 | 2,958,092 | |
| 15,304,825 | |||
| TOTAL UTILITIES | 35,448,604 | ||
| TOTAL NONCONVERTIBLE PREFERRED STOCKS | 367,204,732 | ||
| TOTAL PREFERRED STOCKS | |||
| (Cost $490,285,668) | 526,543,095 | ||
| Equity Funds - 16.9% | |||
| Fidelity Real Estate Equity Central Fund (f)(h) | |||
| (Cost $763,112,522) | 6,554,358 | 973,846,445 | |
| Principal Amount(a) | Value | ||
| Preferred Securities - 9.3% | |||
| ENERGY - 0.1% | |||
| Oil, Gas & Consumable Fuels - 0.1% | |||
| DCP Midstream Partners LP 7.375% (d)(i) | 2,000,000 | 2,048,108 | |
| Enbridge, Inc. 5.75% 7/15/80 (d) | 500,000 | 564,138 | |
| Energy Transfer LP: | |||
| 6.25% (d)(i) | 2,270,000 | 2,061,937 | |
| 6.75% (d)(i) | 500,000 | 510,242 | |
| 7.125% (d) | 2,500,000 | 2,562,873 | |
| Summit Midstream Partners LP 9.5% (d)(i) | 191,000 | 164,998 | |
| 7,912,296 | |||
| FINANCIALS - 8.8% | |||
| Banks - 6.8% | |||
| Bank of America Corp.: | |||
| 4.3% (d)(i) | 2,500,000 | 2,553,007 | |
| 5.125% (d)(i) | 15,500,000 | 16,415,622 | |
| 5.2% (d)(i) | 24,000,000 | 25,044,000 | |
| 5.875% (d)(i) | 17,000,000 | 18,784,941 | |
| 6.1% (d)(i) | 12,120,000 | 13,212,474 | |
| 6.25% (d)(i) | 11,575,000 | 12,439,368 | |
| 6.3% (d)(i) | 2,000,000 | 2,273,941 | |
| 6.5% (d)(i) | 9,000,000 | 9,815,464 | |
| CIT Group, Inc. 5.8% (d)(i) | 2,675,000 | 2,780,078 | |
| Citigroup, Inc.: | |||
| 3.875% (d)(i) | 8,000,000 | 7,930,951 | |
| 4% (d)(i) | 5,000,000 | 5,032,555 | |
| 4.15% (d)(i) | 3,000,000 | 2,964,902 | |
| 5% (d)(i) | 6,000,000 | 6,185,472 | |
| 5.35% (d)(i) | 5,000,000 | 5,024,324 | |
| 5.9% (d)(i) | 6,605,000 | 6,891,676 | |
| 5.95% (d)(i) | 11,750,000 | 12,526,439 | |
| 6.25% (d)(i) | 3,500,000 | 3,992,250 | |
| 6.3% (d)(i) | 6,000,000 | 6,279,208 | |
| Farm Credit Bank of Texas 5.7% (b)(d) | 500,000 | 546,529 | |
| JPMorgan Chase & Co.: | |||
| 3 month U.S. LIBOR + 3.320% 3.4509% (d)(e)(i) | 10,000,000 | 9,958,473 | |
| 3 month U.S. LIBOR + 3.800% 3.9316% (d)(e)(i) | 8,585,000 | 8,637,166 | |
| 3.65% (d)(i) | 17,500,000 | 17,331,562 | |
| 4% (d)(i) | 9,000,000 | 8,972,580 | |
| 4.6% (d)(i) | 17,770,000 | 18,178,411 | |
| 4.625% (d)(i) | 500,000 | 498,166 | |
| 5% (d)(i) | 17,515,000 | 18,153,224 | |
| 5.15% (d)(i) | 11,765,000 | 12,036,396 | |
| 6% (d)(i) | 12,000,000 | 12,596,710 | |
| 6.1% (d)(i) | 16,000,000 | 17,103,561 | |
| 6.125% (d)(i) | 7,000,000 | 7,406,370 | |
| 6.75% (d)(i) | 12,500,000 | 13,699,270 | |
| M&T Bank Corp. 3.5% (d)(i) | 1,500,000 | 1,462,426 | |
| PNC Financial Services Group, Inc.: | |||
| 3 month U.S. LIBOR + 3.670% 3.8096% (d)(e)(i) | 3,500,000 | 3,497,986 | |
| 3.4% (d)(i) | 2,000,000 | 1,943,562 | |
| 4.85% (d)(i) | 490,000 | 509,781 | |
| 5% (d)(i) | 1,730,000 | 1,862,463 | |
| Truist Financial Corp.: | |||
| 4.8% (d)(i) | 4,000,000 | 4,162,465 | |
| 4.95% (d)(i) | 2,000,000 | 2,196,500 | |
| 5.05% (d)(i) | 2,000,000 | 2,051,637 | |
| 5.1% (d)(i) | 6,000,000 | 6,763,923 | |
| U.S. Bancorp 5.3% (d)(i) | 1,500,000 | 1,618,642 | |
| Wells Fargo & Co.: | |||
| 3.9% (d)(i) | 25,500,000 | 25,863,375 | |
| 5.875% (d)(i) | 13,500,000 | 15,047,474 | |
| 5.9% (d)(i) | 20,500,000 | 21,919,998 | |
| 394,165,322 | |||
| Capital Markets - 1.4% | |||
| Bank of New York Mellon Corp.: | |||
| 3 month U.S. LIBOR + 3.420% 3.542% (d)(e)(i) | 2,250,000 | 2,269,314 | |
| 3.7% (d)(i) | 2,250,000 | 2,280,192 | |
| 3.75% (d)(i) | 6,000,000 | 5,888,125 | |
| 4.625% (d)(i) | 2,000,000 | 2,110,898 | |
| 4.7% (d)(i) | 1,000,000 | 1,062,378 | |
| Charles Schwab Corp.: | |||
| 4% (d)(i) | 13,500,000 | 13,584,375 | |
| 4% (d)(i) | 16,000,000 | 16,000,000 | |
| 4.625% (d)(i) | 250,000 | 253,844 | |
| 5.375% (d)(i) | 12,000,000 | 13,140,450 | |
| 7% (d)(i) | 1,000,000 | 1,026,524 | |
| Goldman Sachs Capital II 3 month U.S. LIBOR + 0.760% 4% (d)(e)(i) | 4,694,000 | 4,624,112 | |
| Goldman Sachs Group, Inc.: | |||
| 3.65% (d)(i) | 1,000,000 | 973,051 | |
| 3.8% (d)(i) | 3,000,000 | 2,929,213 | |
| 4.125% (d)(i) | 4,000,000 | 3,968,968 | |
| Morgan Stanley: | |||
| 5.3% (d)(i) | 1,000,000 | 1,041,273 | |
| 5.875% (d)(i) | 1,000,000 | 1,140,135 | |
| Northern Trust Corp. 4.6% (d)(i) | 4,285,000 | 4,678,869 | |
| State Street Corp. 3 month U.S. LIBOR + 3.590% 3.713% (d)(e)(i) | 583,000 | 590,488 | |
| 77,562,209 | |||
| Consumer Finance - 0.5% | |||
| Ally Financial, Inc.: | |||
| 4.7% (d)(i) | 19,000,000 | 19,632,576 | |
| 4.7% (d)(i) | 6,000,000 | 6,042,261 | |
| American Express Co. 3.55% (d)(i) | 1,000,000 | 999,333 | |
| Capital One Financial Corp. 3.95% (d)(i) | 3,000,000 | 2,973,375 | |
| 29,647,545 | |||
| Diversified Financial Services - 0.0% | |||
| Equitable Holdings, Inc. 4.95% (d)(i) | 750,000 | 799,467 | |
| Insurance - 0.1% | |||
| Allianz SE 3.2% (b)(d)(i) | 3,000,000 | 2,828,374 | |
| MetLife, Inc. 3.85% (d)(i) | 300,000 | 306,207 | |
| 3,134,581 | |||
| TOTAL FINANCIALS | 505,309,124 | ||
| INDUSTRIALS - 0.1% | |||
| Industrial Conglomerates - 0.1% | |||
| General Electric Co. 3.446% (d)(e)(i) | 3,630,000 | 3,578,347 | |
| Trading Companies & Distributors - 0.0% | |||
| Air Lease Corp. 4.65% (d)(i) | 1,000,000 | 1,057,277 | |
| TOTAL INDUSTRIALS | 4,635,624 | ||
| UTILITIES - 0.3% | |||
| Electric Utilities - 0.2% | |||
| Duke Energy Corp. 4.875% (d)(i) | 1,000,000 | 1,050,235 | |
| Edison International: | |||
| 5% (d)(i) | 4,000,000 | 3,998,076 | |
| 5.375% (d)(i) | 3,500,000 | 3,640,641 | |
| 8,688,952 | |||
| Multi-Utilities - 0.1% | |||
| Dominion Energy, Inc. 4.65% (d)(i) | 250,000 | 266,618 | |
| Sempra Energy 4.875% (d)(i) | 6,000,000 | 6,382,775 | |
| 6,649,393 | |||
| TOTAL UTILITIES | 15,338,345 | ||
| TOTAL PREFERRED SECURITIES | |||
| (Cost $525,215,138) | 533,195,389 | ||
| Shares | Value | ||
| Money Market Funds - 4.9% | |||
| Fidelity Cash Central Fund 0.06% (j) | 281,472,328 | 281,528,623 | |
| Fidelity Securities Lending Cash Central Fund 0.07% (j)(k) | 3,246,550 | 3,246,875 | |
| TOTAL MONEY MARKET FUNDS | |||
| (Cost $284,773,970) | 284,775,498 | ||
| TOTAL INVESTMENT IN SECURITIES - 100.0% | |||
| (Cost $4,639,863,784) | 5,758,177,327 | ||
| NET OTHER ASSETS (LIABILITIES) - 0.0% | 1,554,517 | ||
| NET ASSETS - 100% | $5,759,731,844 |
Currency Abbreviations
CAD – Canadian dollar
GBP – British pound
Legend
(a) Amount is stated in United States dollars unless otherwise noted.
(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $208,280,122 or 3.6% of net assets.
(c) Level 3 security
(d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.
(e) Coupon is indexed to a floating interest rate which may be multiplied by a specified factor and/or subject to caps or floors.
(f) Non-income producing
(g) Security or a portion of the security is on loan at period end.
(h) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-PORT and is available upon request or at the SEC's website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.
(i) Security is perpetual in nature with no stated maturity date.
(j) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.
(k) Investment made with cash collateral received from securities on loan.
Affiliated Central Funds
Fiscal year to date information regarding the Fund's investments in Fidelity Central Funds, including the ownership percentage, is presented below.
| Fund | Value, beginning of period | Purchases | Sales Proceeds | Dividend Income | Realized Gain/Loss | Change in Unrealized appreciation (depreciation) | Value, end of period | % ownership, end of period |
| Fidelity Cash Central Fund 0.06% | $73,781,336 | $2,191,527,376 | $1,983,779,867 | $167,315 | $(222) | $-- | $281,528,623 | 0.5% |
| Fidelity Real Estate Equity Central Fund | 659,096,925 | 180,331,384 | 105,813,530 | 14,830,702 | 15,146,220 | 225,085,446 | 973,846,445 | 53.7% |
| Fidelity Securities Lending Cash Central Fund 0.07% | 11,591,895 | 167,730,240 | 176,075,260 | 168,870 | -- | -- | 3,246,875 | 0.0% |
| Total | $744,470,156 | $2,539,589,000 | $2,265,668,657 | $15,166,887 | $15,145,998 | $225,085,446 | $1,258,621,943 |
Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations, if applicable. Amount for Fidelity Securities Lending Cash Central Fund represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities.
Investment Valuation
The following is a summary of the inputs used, as of November 30, 2021, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.
| Valuation Inputs at Reporting Date: | ||||
| Description | Total | Level 1 | Level 2 | Level 3 |
| Investments in Securities: | ||||
| Equities: | ||||
| Communication Services | $246,432,838 | $233,031,141 | $13,401,697 | $-- |
| Consumer Discretionary | 193,323,104 | 187,112,362 | 6,210,742 | -- |
| Consumer Staples | 452,944,398 | 413,570,739 | 39,373,659 | -- |
| Energy | 181,066,487 | 181,066,487 | -- | -- |
| Financials | 662,507,568 | 624,691,896 | 37,815,672 | -- |
| Health Care | 605,860,688 | 542,575,441 | 63,231,122 | 54,125 |
| Industrials | 321,151,161 | 292,380,117 | 28,771,044 | -- |
| Information Technology | 343,630,366 | 325,170,419 | 18,459,947 | -- |
| Materials | 86,050,951 | 79,966,717 | 6,084,234 | -- |
| Real Estate | 60,183,684 | 60,183,684 | -- | -- |
| Utilities | 268,307,745 | 225,467,393 | 42,840,352 | -- |
| Corporate Bonds | 544,901,005 | -- | 543,162,150 | 1,738,855 |
| Equity Funds | 973,846,445 | 973,846,445 | -- | -- |
| Preferred Securities | 533,195,389 | -- | 533,195,389 | -- |
| Money Market Funds | 284,775,498 | 284,775,498 | -- | -- |
| Total Investments in Securities: | $5,758,177,327 | $4,423,838,339 | $1,332,546,008 | $1,792,980 |
Other Information
The composition of credit quality ratings as a percentage of Total Net Assets is as follows (Unaudited):
| U.S. Government and U.S. Government Agency Obligations | 0.0% |
| AAA,AA,A | 0.1% |
| BBB | 7.9% |
| BB | 3.2% |
| B | 0.4% |
| CCC,CC,C | 0.1% |
| Not Rated | 7.1% |
| Equities | 76.2% |
| Short-Term Investments and Net Other Assets | 5.0% |
| 100.0% |
We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.
Financial Statements
Statement of Assets and Liabilities
| November 30, 2021 | ||
| Assets | ||
| Investment in securities, at value (including securities loaned of $2,969,078) — See accompanying schedule: Unaffiliated issuers (cost $3,591,977,292) | $4,499,555,384 | |
| Fidelity Central Funds (cost $1,047,886,492) | 1,258,621,943 | |
| Total Investment in Securities (cost $4,639,863,784) | $5,758,177,327 | |
| Receivable for investments sold | 3,705,144 | |
| Receivable for fund shares sold | 7,065,485 | |
| Dividends receivable | 8,921,447 | |
| Interest receivable | 1,313,060 | |
| Distributions receivable from Fidelity Central Funds | 15,244 | |
| Prepaid expenses | 6,601 | |
| Other receivables | 14,230 | |
| Total assets | 5,779,218,538 | |
| Liabilities | ||
| Payable to custodian bank | $966,273 | |
| Payable for investments purchased | 6,879,336 | |
| Payable for fund shares redeemed | 4,440,191 | |
| Accrued management fee | 2,598,246 | |
| Distribution and service plan fees payable | 524,766 | |
| Other affiliated payables | 761,808 | |
| Other payables and accrued expenses | 69,199 | |
| Collateral on securities loaned | 3,246,875 | |
| Total liabilities | 19,486,694 | |
| Net Assets | $5,759,731,844 | |
| Net Assets consist of: | ||
| Paid in capital | $4,280,933,124 | |
| Total accumulated earnings (loss) | 1,478,798,720 | |
| Net Assets | $5,759,731,844 | |
| Net Asset Value and Maximum Offering Price | ||
| Class A: | ||
| Net Asset Value and redemption price per share ($867,689,950 ÷ 48,538,204 shares)(a) | $17.88 | |
| Maximum offering price per share (100/94.25 of $17.88) | $18.97 | |
| Class M: | ||
| Net Asset Value and redemption price per share ($316,441,630 ÷ 17,714,779 shares)(a) | $17.86 | |
| Maximum offering price per share (100/96.50 of $17.86) | $18.51 | |
| Class C: | ||
| Net Asset Value and offering price per share ($233,430,573 ÷ 13,116,234 shares)(a) | $17.80 | |
| Strategic Dividend and Income: | ||
| Net Asset Value, offering price and redemption price per share ($3,514,905,722 ÷ 195,051,541 shares) | $18.02 | |
| Class I: | ||
| Net Asset Value, offering price and redemption price per share ($647,384,287 ÷ 36,045,552 shares) | $17.96 | |
| Class Z: | ||
| Net Asset Value, offering price and redemption price per share ($179,879,682 ÷ 10,013,556 shares) | $17.96 |
(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.
Statement of Operations
| Year ended November 30, 2021 | ||
| Investment Income | ||
| Dividends | $110,092,277 | |
| Interest | 7,055,538 | |
| Income from Fidelity Central Funds (including $168,870 from security lending) | 15,166,887 | |
| Total income | 132,314,702 | |
| Expenses | ||
| Management fee | $28,659,711 | |
| Transfer agent fees | 7,737,792 | |
| Distribution and service plan fees | 6,172,196 | |
| Accounting fees | 1,099,655 | |
| Custodian fees and expenses | 41,418 | |
| Independent trustees' fees and expenses | 15,935 | |
| Registration fees | 205,912 | |
| Audit | 75,337 | |
| Legal | 10,843 | |
| Miscellaneous | 22,715 | |
| Total expenses before reductions | 44,041,514 | |
| Expense reductions | (87,724) | |
| Total expenses after reductions | 43,953,790 | |
| Net investment income (loss) | 88,360,912 | |
| Realized and Unrealized Gain (Loss) | ||
| Net realized gain (loss) on: | ||
| Investment securities: | ||
| Unaffiliated issuers | 372,138,120 | |
| Fidelity Central Funds | 15,145,998 | |
| Foreign currency transactions | 8,935 | |
| Total net realized gain (loss) | 387,293,053 | |
| Change in net unrealized appreciation (depreciation) on: | ||
| Investment securities: | ||
| Unaffiliated issuers | 109,779,916 | |
| Fidelity Central Funds | 225,085,446 | |
| Assets and liabilities in foreign currencies | (12,993) | |
| Total change in net unrealized appreciation (depreciation) | 334,852,369 | |
| Net gain (loss) | 722,145,422 | |
| Net increase (decrease) in net assets resulting from operations | $810,506,334 |
See accompanying notes which are an integral part of the financial statements.
Statement of Changes in Net Assets
| Year ended November 30, 2021 | Year ended November 30, 2020 | |
| Increase (Decrease) in Net Assets | ||
| Operations | ||
| Net investment income (loss) | $88,360,912 | $106,902,986 |
| Net realized gain (loss) | 387,293,053 | 156,741,174 |
| Change in net unrealized appreciation (depreciation) | 334,852,369 | 58,126,489 |
| Net increase (decrease) in net assets resulting from operations | 810,506,334 | 321,770,649 |
| Distributions to shareholders | (263,479,517) | (320,764,609) |
| Share transactions - net increase (decrease) | 564,028,562 | (421,357,546) |
| Total increase (decrease) in net assets | 1,111,055,379 | (420,351,506) |
| Net Assets | ||
| Beginning of period | 4,648,676,465 | 5,069,027,971 |
| End of period | $5,759,731,844 | $4,648,676,465 |
See accompanying notes which are an integral part of the financial statements.
Financial Highlights
Fidelity Strategic Dividend & Income Fund Class A
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 | 2017 |
| Selected Per–Share Data | |||||
| Net asset value, beginning of period | $16.11 | $15.77 | $15.18 | $15.92 | $14.63 |
| Income from Investment Operations | |||||
| Net investment income (loss)A | .25 | .33 | .34 | .40 | .37 |
| Net realized and unrealized gain (loss) | 2.39 | 1.01 | 1.23 | (.02) | 1.61 |
| Total from investment operations | 2.64 | 1.34 | 1.57 | .38 | 1.98 |
| Distributions from net investment income | (.38) | (.30) | (.33) | (.38)B | (.38)B |
| Distributions from net realized gain | (.49) | (.70) | (.65) | (.73)B | (.31)B |
| Total distributions | (.87) | (1.00) | (.98) | (1.12)C | (.69) |
| Net asset value, end of period | $17.88 | $16.11 | $15.77 | $15.18 | $15.92 |
| Total ReturnD,E | 16.99% | 9.04% | 11.44% | 2.50% | 13.96% |
| Ratios to Average Net AssetsF,G | |||||
| Expenses before reductions | .97% | .99% | 1.00% | 1.00% | 1.01% |
| Expenses net of fee waivers, if any | .97% | .99% | 1.00% | 1.00% | 1.01% |
| Expenses net of all reductions | .97% | .99% | 1.00% | 1.00% | 1.01% |
| Net investment income (loss) | 1.45% | 2.20% | 2.28% | 2.62% | 2.41% |
| Supplemental Data | |||||
| Net assets, end of period (000 omitted) | $867,690 | $666,152 | $661,327 | $559,334 | $619,704 |
| Portfolio turnover rateH | 37% | 55% | 58% | 49% | 64% |
A Calculated based on average shares outstanding during the period.
B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.
C Total distributions per share do not sum due to rounding.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the sales charges.
F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
H Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Fidelity Strategic Dividend & Income Fund Class M
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 | 2017 |
| Selected Per–Share Data | |||||
| Net asset value, beginning of period | $16.10 | $15.76 | $15.17 | $15.90 | $14.62 |
| Income from Investment Operations | |||||
| Net investment income (loss)A | .21 | .29 | .30 | .36 | .33 |
| Net realized and unrealized gain (loss) | 2.38 | 1.01 | 1.23 | (.01) | 1.61 |
| Total from investment operations | 2.59 | 1.30 | 1.53 | .35 | 1.94 |
| Distributions from net investment income | (.34) | (.26) | (.29) | (.35)B | (.34)B |
| Distributions from net realized gain | (.49) | (.70) | (.65) | (.73)B | (.31)B |
| Total distributions | (.83) | (.96) | (.94) | (1.08) | (.66)C |
| Net asset value, end of period | $17.86 | $16.10 | $15.76 | $15.17 | $15.90 |
| Total ReturnD,E | 16.65% | 8.77% | 11.16% | 2.31% | 13.64% |
| Ratios to Average Net AssetsF,G | |||||
| Expenses before reductions | 1.22% | 1.24% | 1.25% | 1.25% | 1.26% |
| Expenses net of fee waivers, if any | 1.22% | 1.24% | 1.25% | 1.25% | 1.26% |
| Expenses net of all reductions | 1.22% | 1.23% | 1.25% | 1.25% | 1.26% |
| Net investment income (loss) | 1.21% | 1.96% | 2.04% | 2.37% | 2.16% |
| Supplemental Data | |||||
| Net assets, end of period (000 omitted) | $316,442 | $275,209 | $275,564 | $247,182 | $263,012 |
| Portfolio turnover rateH | 37% | 55% | 58% | 49% | 64% |
A Calculated based on average shares outstanding during the period.
B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.
C Total distributions per share do not sum due to rounding.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the sales charges.
F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
H Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Fidelity Strategic Dividend & Income Fund Class C
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 | 2017 |
| Selected Per–Share Data | |||||
| Net asset value, beginning of period | $16.03 | $15.69 | $15.10 | $15.83 | $14.56 |
| Income from Investment Operations | |||||
| Net investment income (loss)A | .12 | .21 | .23 | .28 | .25 |
| Net realized and unrealized gain (loss) | 2.38 | 1.01 | 1.22 | (.01) | 1.60 |
| Total from investment operations | 2.50 | 1.22 | 1.45 | .27 | 1.85 |
| Distributions from net investment income | (.24) | (.19) | (.21) | (.26)B | (.27)B |
| Distributions from net realized gain | (.49) | (.70) | (.65) | (.73)B | (.31)B |
| Total distributions | (.73) | (.88)C | (.86) | (1.00)C | (.58) |
| Net asset value, end of period | $17.80 | $16.03 | $15.69 | $15.10 | $15.83 |
| Total ReturnD,E | 16.12% | 8.22% | 10.61% | 1.76% | 13.05% |
| Ratios to Average Net AssetsF,G | |||||
| Expenses before reductions | 1.73% | 1.75% | 1.75% | 1.76% | 1.76% |
| Expenses net of fee waivers, if any | 1.73% | 1.74% | 1.75% | 1.76% | 1.76% |
| Expenses net of all reductions | 1.73% | 1.74% | 1.75% | 1.75% | 1.76% |
| Net investment income (loss) | .70% | 1.45% | 1.53% | 1.86% | 1.66% |
| Supplemental Data | |||||
| Net assets, end of period (000 omitted) | $233,431 | $278,672 | $316,896 | $349,003 | $422,221 |
| Portfolio turnover rateH | 37% | 55% | 58% | 49% | 64% |
A Calculated based on average shares outstanding during the period.
B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.
C Total distributions per share do not sum due to rounding.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the contingent deferred sales charge.
F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
H Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Fidelity Strategic Dividend & Income Fund
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 | 2017 |
| Selected Per–Share Data | |||||
| Net asset value, beginning of period | $16.23 | $15.88 | $15.27 | $16.01 | $14.72 |
| Income from Investment Operations | |||||
| Net investment income (loss)A | .31 | .37 | .39 | .44 | .41 |
| Net realized and unrealized gain (loss) | 2.40 | 1.02 | 1.24 | (.02) | 1.62 |
| Total from investment operations | 2.71 | 1.39 | 1.63 | .42 | 2.03 |
| Distributions from net investment income | (.43) | (.34) | (.37) | (.43)B | (.42)B |
| Distributions from net realized gain | (.49) | (.70) | (.65) | (.73)B | (.31)B |
| Total distributions | (.92) | (1.04) | (1.02) | (1.16) | (.74)C |
| Net asset value, end of period | $18.02 | $16.23 | $15.88 | $15.27 | $16.01 |
| Total ReturnD | 17.30% | 9.35% | 11.81% | 2.78% | 14.21% |
| Ratios to Average Net AssetsE,F | |||||
| Expenses before reductions | .68% | .70% | .71% | .71% | .73% |
| Expenses net of fee waivers, if any | .68% | .70% | .71% | .71% | .73% |
| Expenses net of all reductions | .68% | .70% | .71% | .71% | .73% |
| Net investment income (loss) | 1.74% | 2.49% | 2.57% | 2.91% | 2.69% |
| Supplemental Data | |||||
| Net assets, end of period (000 omitted) | $3,514,906 | $2,751,272 | $3,142,639 | $2,903,986 | $3,294,527 |
| Portfolio turnover rateG | 37% | 55% | 58% | 49% | 64% |
A Calculated based on average shares outstanding during the period.
B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.
C Total distributions per share do not sum due to rounding.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Fidelity Strategic Dividend & Income Fund Class I
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 | 2017 |
| Selected Per–Share Data | |||||
| Net asset value, beginning of period | $16.18 | $15.84 | $15.23 | $15.97 | $14.69 |
| Income from Investment Operations | |||||
| Net investment income (loss)A | .30 | .36 | .38 | .44 | .41 |
| Net realized and unrealized gain (loss) | 2.39 | 1.02 | 1.24 | (.02) | 1.61 |
| Total from investment operations | 2.69 | 1.38 | 1.62 | .42 | 2.02 |
| Distributions from net investment income | (.42) | (.34) | (.36) | (.42)B | (.42)B |
| Distributions from net realized gain | (.49) | (.70) | (.65) | (.73)B | (.31)B |
| Total distributions | (.91) | (1.04) | (1.01) | (1.16)C | (.74)C |
| Net asset value, end of period | $17.96 | $16.18 | $15.84 | $15.23 | $15.97 |
| Total ReturnD | 17.25% | 9.28% | 11.82% | 2.76% | 14.17% |
| Ratios to Average Net AssetsE,F | |||||
| Expenses before reductions | .72% | .73% | .74% | .74% | .75% |
| Expenses net of fee waivers, if any | .72% | .73% | .74% | .74% | .75% |
| Expenses net of all reductions | .72% | .73% | .74% | .74% | .75% |
| Net investment income (loss) | 1.71% | 2.46% | 2.54% | 2.88% | 2.67% |
| Supplemental Data | |||||
| Net assets, end of period (000 omitted) | $647,384 | $537,336 | $545,366 | $510,226 | $658,324 |
| Portfolio turnover rateG | 37% | 55% | 58% | 49% | 64% |
A Calculated based on average shares outstanding during the period.
B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.
C Total distributions per share do not sum due to rounding.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Fidelity Strategic Dividend & Income Fund Class Z
| Years ended November 30, | 2021 | 2020 | 2019 | 2018 A |
| Selected Per–Share Data | ||||
| Net asset value, beginning of period | $16.18 | $15.84 | $15.24 | $15.61 |
| Income from Investment Operations | ||||
| Net investment income (loss)B | .32 | .38 | .40 | .09 |
| Net realized and unrealized gain (loss) | 2.39 | 1.01 | 1.23 | (.33) |
| Total from investment operations | 2.71 | 1.39 | 1.63 | (.24) |
| Distributions from net investment income | (.45) | (.36) | (.38) | (.13) |
| Distributions from net realized gain | (.49) | (.70) | (.65) | – |
| Total distributions | (.93)C | (1.05)C | (1.03) | (.13) |
| Net asset value, end of period | $17.96 | $16.18 | $15.84 | $15.24 |
| Total ReturnD,E | 17.40% | 9.43% | 11.90% | (1.57)% |
| Ratios to Average Net AssetsF,G | ||||
| Expenses before reductions | .59% | .61% | .61% | .64%H |
| Expenses net of fee waivers, if any | .59% | .61% | .61% | .64%H |
| Expenses net of all reductions | .59% | .60% | .61% | .64%H |
| Net investment income (loss) | 1.83% | 2.59% | 2.67% | 3.57%H |
| Supplemental Data | ||||
| Net assets, end of period (000 omitted) | $179,880 | $140,035 | $127,236 | $28,937 |
| Portfolio turnover rateI | 37% | 55% | 58% | 49% |
A For the period October 2, 2018 (commencement of sale of shares) through November 30, 2018.
B Calculated based on average shares outstanding during the period.
C Total distributions per share do not sum due to rounding.
D Total returns for periods of less than one year are not annualized.
E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
H Annualized
I Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Notes to Financial Statements
For the period ended November 30, 2021
1. Organization.
Fidelity Strategic Dividend & Income Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class M, Class C, Strategic Dividend and Income, Class I and Class Z 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. Effective June 21, 2021, Class C shares will automatically convert to Class A shares after a holding period of eight years from the initial date of purchase, with certain exceptions. Prior to June 21, 2021, Class C shares automatically converted to Class A shares after a holding period of ten years from the initial date of purchase, with certain exceptions.
2. Investments in Fidelity Central Funds.
Funds may invest in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Schedule of Investments lists any Fidelity Central Funds held as an investment as of period end, but does not include the underlying holdings of each Fidelity Central Fund. An investing fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.
Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the investing fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the investing fund.
| Fidelity Central Fund | Investment Manager | Investment Objective | Investment Practices | Expense Ratio(a) |
| Fidelity Real Estate Equity Central Fund | Fidelity Management & Research Company LLC (FMR) | Seeks above-average income and long-term capital growth by investing primarily in equity securities of issuers in the real estate industry. | Restricted Securities | Less than .005% |
| Fidelity Money Market Central Funds | Fidelity Management & Research Company LLC (FMR) | Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity. | Short-term Investments | Less than .005% |
(a) Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.
An unaudited holdings listing for the investing fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or institutional.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, and are not covered by the Report of Independent Registered Public Accounting Firm, are available on the Securities and Exchange Commission website or upon request.
3. Significant Accounting Policies.
The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The Fund's Schedule of Investments lists any underlying mutual funds or exchange-traded funds (ETFs) but does not include the underlying holdings of these funds. The following summarizes the significant accounting policies of the Fund:
Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.
The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:
- Level 1 – quoted prices in active markets for identical investments
- Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
- Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)
Valuation techniques used to value the Fund's investments by major category are as follows:
Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, ETFs and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.
Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.
Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2021 is included at the end of the Fund's Schedule of Investments.
Foreign Currency. Certain Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.
Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.
The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.
Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of a fund include an amount in addition to trade execution, which may be rebated back to a fund. Any such rebates are included in net realized gain (loss) on investments in the Statement of Operations. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Funds may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. Any withholding tax reclaims income is included in the Statement of Operations in dividends. Any receivables for withholding tax reclaims are included in the Statement of Assets and Liabilities in dividends receivable.
Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of a fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of a fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred, as applicable. Certain expense reductions may also differ by class, if applicable. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of that fund and do not include any expenses associated with any underlying mutual funds or exchange-traded funds. Although not included in a fund's expenses, a fund indirectly bears its proportionate share of these expenses through the net asset value of each underlying mutual fund or exchange-traded fund. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2021, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.
Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.
Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.
Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, certain conversion ratio adjustments, equity-debt classifications, partnerships and losses deferred due to wash sales.
As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:
| Gross unrealized appreciation | $1,220,035,818 |
| Gross unrealized depreciation | (103,020,349) |
| Net unrealized appreciation (depreciation) | $1,117,015,469 |
| Tax Cost | $4,641,161,858 |
The tax-based components of distributable earnings as of period end were as follows:
| Undistributed ordinary income | $104,241,216 |
| Undistributed long-term capital gain | $281,152,734 |
| Net unrealized appreciation (depreciation) on securities and other investments | $1,093,841,354 |
The tax character of distributions paid was as follows:
| November 30, 2021 | November 30, 2020 | |
| Ordinary Income | $123,172,867 | $ 107,846,866 |
| Long-term Capital Gains | 140,306,650 | 212,917,743 |
| Total | $263,479,517 | $ 320,764,609 |
Restricted Securities (including Private Placements). Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities held at period end is included at the end of the Schedule of Investments, if applicable.
4. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities and in-kind transactions, as applicable, are noted in the table below.
| Purchases ($) | Sales ($) | |
| Fidelity Strategic Dividend & Income Fund | 2,029,890,901 | 1,889,527,948 |
5. Fees and Other Transactions with Affiliates.
Management Fee. Fidelity Management & Research Company LLC (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .23% during the period. The group fee rate is based upon the monthly average net assets of a group of registered investment companies with which the investment adviser has management contracts. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .53% of the Fund's average net assets.
Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Company LLC (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:
| Distribution Fee | Service Fee | Total Fees | Retained by FDC | |
| Class A | -% | .25% | $1,977,597 | $63,582 |
| Class M | .25% | .25% | 1,534,870 | 489 |
| Class C | .75% | .25% | 2,659,729 | 221,027 |
| $6,172,196 | $285,098 |
Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class M shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class M and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class M shares.
For the period, sales charge amounts retained by FDC were as follows:
| Retained by FDC | |
| Class A | $240,699 |
| Class M | 26,333 |
| Class C(a) | 6,452 |
| $273,484 |
(a) When 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 LLC (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of Class Z's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.
For the period, transfer agent fees for each class were as follows:
| Amount | % of Class-Level Average Net Assets | |
| Class A | $1,339,527 | .17 |
| Class M | 507,786 | .17 |
| Class C | 464,205 | .17 |
| Strategic Dividend and Income | 4,333,570 | .13 |
| Class I | 1,022,989 | .16 |
| Class Z | 69,715 | .04 |
| $7,737,792 |
Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. For the period, the fees were equivalent to the following annual rates:
| % of Average Net Assets | |
| Fidelity Strategic Dividend & Income Fund | .02 |
Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:
| Amount | |
| Fidelity Strategic Dividend & Income Fund | $29,454 |
Interfund Trades. Funds may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Any interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note. Interfund trades during the period are noted in the table below.
| Purchases ($) | Sales ($) | Realized Gain (Loss) ($) | |
| Fidelity Strategic Dividend & Income Fund | 51,684,340 | 60,085,378 | 5,668,531 |
6. Committed Line of Credit.
Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are listed below. During the period, there were no borrowings on this line of credit.
| Amount | |
| Fidelity Strategic Dividend & Income Fund | $9,423 |
7. Security Lending.
Funds lend portfolio securities from time to time in order to earn additional income. Lending agents are used, including National Financial Services (NFS), an affiliate of the investment adviser. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of a fund's daily lending revenue, for its services as lending agent. A fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, a 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 a fund and any additional required collateral is delivered to a fund on the next business day. A fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund may apply collateral received from the borrower against the obligation. A fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. Any loaned securities are identified as such in the Schedule of Investments, and the value of loaned securities and cash collateral at period end, as applicable, are presented in the Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Affiliated security lending activity, if any, was as follows:
| Total Security Lending Fees Paid to NFS | Security Lending Income From Securities Loaned to NFS | Value of Securities Loaned to NFS at Period End | |
| Fidelity Strategic Dividend & Income Fund | $17,572 | $54,993 | $– |
8. Expense Reductions.
During the period the investment adviser or an affiliate reimbursed and/or waived a portion of fund-level operating expenses in the amount of $87,724.
9. Distributions to Shareholders.
Distributions to shareholders of each class were as follows:
| Year ended November 30, 2021 | Year ended November 30, 2020 | |
| Fidelity Strategic Dividend & Income Fund | ||
| Distributions to shareholders | ||
| Class A | $36,924,105 | $41,826,596 |
| Class M | 14,220,423 | 16,756,451 |
| Class C | 12,339,310 | 17,597,996 |
| Strategic Dividend and Income | 160,701,519 | 200,410,291 |
| Class I | 30,899,061 | 35,572,377 |
| Class Z | 8,395,099 | 8,600,898 |
| Total | $263,479,517 | $320,764,609 |
10. Share Transactions.
Share transactions for each class were as follows and may contain in-kind transactions, automatic conversions between classes or exchanges between affiliated funds:
| Shares | Shares | Dollars | Dollars | |
| Year ended November 30, 2021 | Year ended November 30, 2020 | Year ended November 30, 2021 | Year ended November 30, 2020 | |
| Fidelity Strategic Dividend & Income Fund | ||||
| Class A | ||||
| Shares sold | 12,094,516 | 6,813,112 | $211,168,381 | $100,566,474 |
| Reinvestment of distributions | 2,175,763 | 2,703,106 | 35,493,239 | 40,520,895 |
| Shares redeemed | (7,077,296) | (10,098,293) | (122,413,647) | (146,186,573) |
| Net increase (decrease) | 7,192,983 | (582,075) | $124,247,973 | $(5,099,204) |
| Class M | ||||
| Shares sold | 2,907,559 | 3,002,330 | $50,354,886 | $43,824,203 |
| Reinvestment of distributions | 869,852 | 1,106,704 | 14,122,294 | 16,618,337 |
| Shares redeemed | (3,156,422) | (4,498,645) | (54,446,328) | (64,861,803) |
| Net increase (decrease) | 620,989 | (389,611) | $10,030,852 | $(4,419,263) |
| Class C | ||||
| Shares sold | 1,911,204 | 1,659,146 | $33,138,920 | $24,286,677 |
| Reinvestment of distributions | 761,629 | 1,137,110 | 12,208,454 | 17,099,252 |
| Shares redeemed | (6,938,071) | (5,607,159) | (120,230,092) | (80,909,821) |
| Net increase (decrease) | (4,265,238) | (2,810,903) | $(74,882,718) | $(39,523,892) |
| Strategic Dividend and Income | ||||
| Shares sold | 42,398,046 | 18,625,880 | $737,672,154 | $277,040,763 |
| Reinvestment of distributions | 8,716,987 | 11,888,738 | 143,602,730 | 179,363,157 |
| Shares redeemed | (25,566,443) | (58,877,270) | (447,911,652) | (827,726,642) |
| Net increase (decrease) | 25,548,590 | (28,362,652) | $433,363,232 | $(371,322,722) |
| Class I | ||||
| Shares sold | 8,676,062 | 8,511,316 | $151,884,997 | $126,239,484 |
| Reinvestment of distributions | 1,754,934 | 2,198,547 | 28,772,710 | 33,031,247 |
| Shares redeemed | (7,596,025) | (11,934,179) | (132,845,815) | (171,910,656) |
| Net increase (decrease) | 2,834,971 | (1,224,316) | $47,811,892 | $(12,639,925) |
| Class Z | ||||
| Shares sold | 3,184,821 | 3,352,866 | $55,551,851 | $49,483,753 |
| Reinvestment of distributions | 438,623 | 503,225 | 7,199,222 | 7,546,737 |
| Shares redeemed | (2,262,859) | (3,234,686) | (39,293,742) | (45,383,030) |
| Net increase (decrease) | 1,360,585 | 621,405 | $23,457,331 | $11,647,460 |
11. Other.
A 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, a fund may also enter into contracts that provide general indemnifications. A fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against a fund. The risk of material loss from such claims is considered remote.
12. Coronavirus (COVID-19) Pandemic.
An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity Strategic Dividend & Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Strategic Dividend & Income Fund (one of the funds constituting Fidelity Salem Street Trust, referred to hereafter as the “Fund”) as of November 30, 2021, the related statement of operations for the year ended November 30, 2021, the statement of changes in net assets for each of the two years in the period ended November 30, 2021, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2021 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 14, 2022
We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.
Trustees and Officers
The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Jonathan Chiel, each of the Trustees oversees 286 funds. Mr. Chiel oversees 179 funds.
The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. Officers and Advisory Board Members hold office without limit in time, except that any officer or 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 if you’re an individual investing directly with Fidelity, call 1-800-835-5092 if you’re a plan sponsor or participant with Fidelity as your recordkeeper or call 1-877-208-0098 on institutional accounts or if you’re an advisor or invest through one.
Experience, Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
Board Structure and Oversight Function. Abigail P. Johnson is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Arthur E. Johnson serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.
Fidelity® funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, asset allocation and certain equity funds, and other Boards oversee Fidelity's high income and other equity funds. The asset allocation funds may invest in Fidelity® funds that are overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity® funds overseen by each Board.
The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of Fidelity's risk management program for the Fidelity® funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."
Interested Trustees*:
Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Jonathan Chiel (1957)
Year of Election or Appointment: 2016
Trustee
Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009
Trustee
Chairman of the Board of Trustees
Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of Fidelity Management & Research Company LLC (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-2019), Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of Fidelity Management & Research Company (2001-2005), a Trustee of other investment companies advised by Fidelity Management & Research Company, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
Jennifer Toolin McAuliffe (1959)
Year of Election or Appointment: 2016
Trustee
Ms. McAuliffe also serves as Trustee of other Fidelity® funds and as Trustee of Fidelity Charitable (2020-present). Previously, Ms. McAuliffe served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company), Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo and Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe previously served as a member of the Advisory Board of certain Fidelity® funds (2016). Ms. McAuliffe was previously a lawyer at Ropes & Gray LLP and currently serves as director or trustee of several not-for-profit entities.
* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Independent Trustees:
Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013
Trustee
Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Acton served as Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011) and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Ms. Acton previously served as a member of the Advisory Board of certain Fidelity® funds (2013-2016).
Ann E. Dunwoody (1953)
Year of Election or Appointment: 2018
Trustee
General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). General Dunwoody currently serves as President of First to Four LLC (leadership and mentoring services, 2012-present), a member of the Board and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and a member of the Board of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a member of the Advisory Board and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor and aerospace systems, 2013-2019) and a member of the Board and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board, Chair of the Nomination and Governance Committee and a member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present), a member of the Board of Florida Institute of Technology (2015-present) and a member of the Board of ThanksUSA (military family education non-profit, 2014-present). General Dunwoody previously served as a member of the Advisory Board of certain Fidelity® funds (2018).
John Engler (1948)
Year of Election or Appointment: 2014
Trustee
Mr. Engler also serves as Trustee of other Fidelity® funds. Previously, Mr. Engler served as Governor of Michigan (1991-2003), President of the Business Roundtable (2011-2017) and interim President of Michigan State University (2018-2019). Mr. Engler currently serves as a member of the Board of Stride, Inc. (formerly K12 Inc.) (technology-based education company, 2012-present). Previously, Mr. Engler served as a member of the Board of Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-2019) and Trustee of The Munder Funds (2003-2014). Mr. Engler previously served as a member of the Advisory Board of certain Fidelity® funds (2014-2016).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010
Trustee
Mr. Gartland also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007) and Chase Manhattan Bank (1975-1978). Mr. Gartland previously served as Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-2019), as a member of the Board of National Securities Clearing Corporation (1993-1996) and as Chairman of TradeWeb (2003-2004).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008
Trustee
Chairman of the Independent Trustees
Mr. Johnson also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson currently serves as a member of the Board of Booz Allen Hamilton (management consulting, 2011-present). Mr. Johnson previously served as a member of the Board of Eaton Corporation plc (diversified power management, 2009-2019) and a member of the Board of AGL Resources, Inc. (holding company, 2002-2016). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds. Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009
Trustee
Vice Chairman of the Independent Trustees
Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to retirement, he was Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Previously, Mr. Kenneally was an Executive Vice President and the Chief Investment Officer for Bank of America. In this role, he was responsible for the investment management, strategy and products delivered to the bank’s institutional, high-net-worth and retail clients. Earlier, Mr. Kenneally directed the organization’s equity and quantitative research groups. He began his career in 1983 as a research analyst and then spent more than a dozen years as a portfolio manager for endowments, pension plans and mutual funds. He earned the Chartered Financial Analyst (CFA) designation in 1991.
Marie L. Knowles (1946)
Year of Election or Appointment: 2001
Trustee
Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Knowles held several positions at Atlantic Richfield Company (diversified energy), including Executive Vice President and Chief Financial Officer (1996-2000), Senior Vice President (1993-1996) and President of ARCO Transportation Company (pipeline and tanker operations, 1993-1996). Ms. Knowles currently serves as a member of the Board of McKesson Corporation (healthcare service, since 2002), a member of the Board of the Santa Catalina Island Company (real estate, 2009-present), a member of the Investment Company Institute Board of Governors and a member of the Governing Council of the Independent Directors Council (2014-present). Ms. Knowles also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.
Mark A. Murray (1954)
Year of Election or Appointment: 2016
Trustee
Mr. Murray also serves as Trustee of other Fidelity® funds. Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016), President (2006-2013) and Vice Chairman (2013-2020) of Meijer, Inc. Mr. Murray serves as a member of the Board (2009-present) and Public Policy and Responsibility Committee (2009-present) and Chair of the Nuclear Review Committee (2019-present) of DTE Energy Company (diversified energy company). Mr. Murray previously served as a member of the Board of Spectrum Health (not-for-profit health system, 2015-2019) and as a member of the Board and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray also serves as a member of the Board of many community and professional organizations. Mr. Murray previously served as a member of the Advisory Board of certain Fidelity® funds (2016).
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Advisory Board Members and Officers:
Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.
Name, Year of Birth; Principal Occupation
Robert W. Helm (1957)
Year of Election or Appointment: 2021
Member of the Advisory Board
Mr. Helm also serves as a Member of the Advisory Board of other Fidelity® funds. Mr. Helm was formerly Deputy Chairman (2003-2020), partner (1991-2020) and an associate (1984-1991) of Dechert LLP (formerly Dechert Price & Rhoads). Mr. Helm currently serves on boards and committees of several not-for-profit organizations.
Craig S. Brown (1977)
Year of Election or Appointment: 2019
Assistant Treasurer
Mr. Brown also serves as an officer of other funds. Mr. Brown serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2013-present).
John J. Burke III (1964)
Year of Election or Appointment: 2018
Chief Financial Officer
Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).
David J. Carter (1973)
Year of Election or Appointment: 2020
Assistant Secretary
Mr. Carter also serves as Assistant Secretary of other funds. Mr. Carter serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Jonathan Davis (1968)
Year of Election or Appointment: 2010
Assistant Treasurer
Mr. Davis also serves as an officer of other funds. Mr. Davis serves as Assistant Treasurer of FIMM, LLC (2021-present), FMR Capital, Inc. (2017-present), FD Funds GP LLC (2021-present), FD Funds Holding LLC (2021-present), and FD Funds Management LLC (2021-present); and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).
Laura M. Del Prato (1964)
Year of Election or Appointment: 2018
President and Treasurer
Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2017-present). Previously, Ms. Del Prato served as President and Treasurer of The North Carolina Capital Management Trust: Cash Portfolio and Term Portfolio (2018-2020). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).
Colm A. Hogan (1973)
Year of Election or Appointment: 2016
Assistant Treasurer
Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).
Cynthia Lo Bessette (1969)
Year of Election or Appointment: 2019
Secretary and Chief Legal Officer (CLO)
Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present); Secretary of FD Funds GP LLC (2021-present), FD Funds Holding LLC (2021-present), and FD Funds Management LLC (2021-present); and Assistant Secretary of FIMM, LLC (2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).
Chris Maher (1972)
Year of Election or Appointment: 2013
Assistant Treasurer
Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2020
Chief Compliance Officer
Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company LLC (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2016-2019), as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.
Brett Segaloff (1972)
Year of Election or Appointment: 2021
Anti-Money Laundering (AML) Officer
Mr. Segaloff also serves as an AML Officer of other funds and other related entities. He is Director, Anti-Money Laundering (2007-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments (1996-present).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013
Assistant Treasurer
Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.
Jim Wegmann (1979)
Year of Election or Appointment: 2021
Deputy Treasurer
Mr. Wegmann also serves as an officer of other funds. Mr. Wegmann serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2011-present). Previously, Mr. Wegmann served as Assistant Treasurer of certain Fidelity® funds (2019-2021).
Vadim Zlotnikov (1962)
Year of Election or Appointment: 2019
Vice President
Mr. Zlotnikov also serves as Vice President of other funds. Mr. Zlotnikov serves as President of FIAM (Fidelity Institutional Asset Management) and is an employee of Fidelity Investments (2018-present). Previously, Mr. Zlotnikov served as President and Chief Investment Officer of Global Asset Allocation (2018-2020). Prior to joining Fidelity Investments, Mr. Zlotnikov served as Co-Head of Multi-Asset Solutions, Chief Market Strategist, and CIO of Systematic Strategies with AllianceBernstein (investment adviser firm, 2002-2018).
Shareholder Expense Example
As a shareholder, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or redemption proceeds, as applicable and (2) ongoing costs, which generally include 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 a 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 (June 1, 2021 to November 30, 2021).
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class/Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If any fund is a shareholder of any underlying mutual funds or exchange-traded funds (ETFs) (the Underlying Funds), such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses incurred presented in the table. These fees and expenses are not included in the 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 provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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. If any fund is a shareholder of any Underlying Funds, such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses as presented in the table. These fees and expenses are not included in the 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.
| Annualized Expense Ratio-A | Beginning Account Value June 1, 2021 | Ending Account Value November 30, 2021 | Expenses Paid During Period-B June 1, 2021 to November 30, 2021 | |
| Fidelity Strategic Dividend & Income Fund | ||||
| Class A | .96% | |||
| Actual | $1,000.00 | $1,019.80 | $4.86 | |
| Hypothetical-C | $1,000.00 | $1,020.26 | $4.86 | |
| Class M | 1.21% | |||
| Actual | $1,000.00 | $1,017.90 | $6.12 | |
| Hypothetical-C | $1,000.00 | $1,019.00 | $6.12 | |
| Class C | 1.72% | |||
| Actual | $1,000.00 | $1,016.10 | $8.69 | |
| Hypothetical-C | $1,000.00 | $1,016.44 | $8.69 | |
| Strategic Dividend and Income | .68% | |||
| Actual | $1,000.00 | $1,020.90 | $3.44 | |
| Hypothetical-C | $1,000.00 | $1,021.66 | $3.45 | |
| Class I | .71% | |||
| Actual | $1,000.00 | $1,020.80 | $3.60 | |
| Hypothetical-C | $1,000.00 | $1,021.51 | $3.60 | |
| Class Z | .59% | |||
| Actual | $1,000.00 | $1,020.90 | $2.99 | |
| Hypothetical-C | $1,000.00 | $1,022.11 | $2.99 |
A Annualized expense ratio reflects expenses net of applicable fee waivers.
B Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/ 365 (to reflect the one-half year period). The fees and expenses of any Underlying Funds are not included in each annualized expense ratio.
C 5% return per year before expenses
Distributions (Unaudited)
The Board of Trustees of Fidelity Strategic Dividend & Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:
| Pay Date | Record Date | Dividends | Capital Gains | |
| Fidelity Strategic Dividend & Income Fund | ||||
| Class A | 12/29/21 | 12/28/21 | $0.146 | $1.101 |
| Class M | 12/29/21 | 12/28/21 | $0.134 | $1.101 |
| Class C | 12/29/21 | 12/28/21 | $0.106 | $1.101 |
| Strategic Dividend & Income Fund | 12/29/21 | 12/28/21 | $0.161 | $1.101 |
| Class I | 12/29/21 | 12/28/21 | $0.159 | $1.101 |
| Class Z | 12/29/21 | 12/28/21 | $0.166 | $1.101 |
The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2021, $281,152,733, or, if subsequently determined to be different, the net capital gain of such year.
A total of 0.04% 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 $20,540,828 of distributions paid in the calendar year 2020 as qualifying to be taxed as section 163(j) interest dividends.
Class A designates 22%, 100%, 100%, and 100%; Class M designates 24%, 100%, 100%, and 100%; Class C designates 28%, 100%, 100%, and 100%; Strategic Dividend & Income Fund designates 21%, 100%, 100%, and 100%; Class I designates 21%, 100%, 100%, and 100%; and Class Z designates 20%, 100%, 100%, and 100%; of the dividend distributed in December, April, July, and October, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.
Class A, Class M, Class C, Strategic Dividend & Income Fund, Class I and Class Z designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.
The fund will notify shareholders in January 2022 of amounts for use in preparing 2021 income tax returns.
Board Approval of Investment Advisory Contracts and Management Fees
Fidelity Strategic Dividend & Income Fund
Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company LLC (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.At its September 2021 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness relative to peer funds of the fund's management fee and total expense ratio of a representative class (the retail class); (iii) the total costs of the services provided by and the profits realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have 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, which is part of the Fidelity family of funds.Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the investment personnel compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage. The Board also considered the steps Fidelity had taken to ensure the continued provision of high quality services to the Fidelity funds during the COVID-19 pandemic, including the expansion of staff in client facing positions to maintain service levels in periods of high volumes and volatility.Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted the resources devoted to Fidelity's global investment organization, and that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board considered that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading, risk management, compliance, cybersecurity, and technology and operations capabilities and resources, which are integral parts of the investment management process.Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 supervision of third party service providers, principally custodians, subcustodians, and pricing vendors; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value and convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information over the Internet and through telephone representatives, investor education materials and asset allocation tools. The Board also considered that it reviews customer service metrics such as telephone response times, continuity of services on the website and metrics addressing services at Fidelity Investor Centers.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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations to the Board that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and ETFs with innovative structures, strategies and pricing and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing the holding period for the conversion of Class C shares to Class A shares; (vii) reducing management fees and total expenses for certain target date funds and classes and index funds; (viii) lowering expenses for certain existing funds and classes by implementing or lowering expense caps; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers, liquidations, and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including their retirement income goals.Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2021.The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against one or more appropriate securities market indices, including a customized blended index that reflects the respective weights of the fund's asset classes (each a benchmark index) and an appropriate peer group of funds with similar objectives (peer group). The Board also reviews and considers information about performance attribution. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to appropriate benchmark indices, over appropriate time periods that may include full market cycles, and on net performance (after fees and expenses) compared to appropriate peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; expectations for interest rate levels and credit conditions; issuer-specific information including credit quality; and fund cash flows and other factors. The Independent Trustees generally give greater weight to fund performance over longer time periods than over shorter time periods. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index or peer group for certain periods.The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods. The Independent Trustees recognize that shareholders who are not investing through a tax-advantaged retirement account also consider tax consequences in evaluating performance.Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) 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." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "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 hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Sized Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 rate ranked, is also included in the chart and was considered by the Board.
SDI-ANN-0122
1.802403.117
Item 2.
Code of Ethics
As of the end of the period, November 30, 2021, Fidelity Salem Street Trust (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 Elizabeth S. Acton is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Acton is independent for purposes of Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services
Fees and Services
The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity Strategic Dividend & Income Fund (the “Fund”):
Services Billed by PwC
November 30, 2021 FeesA
Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | |
Fidelity Strategic Dividend & Income Fund | $49,800 | $5,200 | $16,400 | $2,300 |
November 30, 2020 FeesA
Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | |
Fidelity Strategic Dividend & Income Fund | $52,900 | $5,100 | $15,800 | $2,700 |
A Amounts may reflect rounding.
The following table(s) present(s) fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund(s) and that are rendered on behalf of Fidelity Management & Research Company LLC ("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 Fund(s) (“Fund Service Providers”):
Services Billed by PwC
November 30, 2021A | November 30, 2020A | |
Audit-Related Fees | $8,522,600 | $9,377,400 |
Tax Fees | $354,200 | $30,000 |
All Other Fees | $- | $- |
A Amounts may reflect rounding
“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.
“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.
“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.
Assurance services must be performed by an independent public accountant.
* * *
The aggregate non-audit fees billed by PwC for services rendered to the Fund(s), FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund(s) are as follows:
Billed By | November 30, 2021A | November 30, 2020A |
PwC | $14,143,400 | $14,565,900 |
A Amounts may reflect rounding.
The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its(their) audit of the Fund(s), taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund(s) and its(their) related
entities and FMR’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund(s) Service Providers.
Audit Committee Pre-Approval Policies and Procedures
The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. 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 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.
All Covered Services 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.
Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee periodically.
Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)
There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund’s(s’) last two fiscal years relating to services provided to (i) the Fund(s) or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund(s).
Item 5.
Audit Committee of Listed Registrants
Not applicable.
Item 6.
Investments
(a)
Not applicable.
(b)
Not applicable.
Item 7.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8.
Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9.
Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10.
Submission of Matters to a Vote of Security Holders
There were no material changes to the procedures by which shareholders may recommend nominees to the 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 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.
Disclosure of Securities Lending Activities for Closed-End Management
Investment Companies
Not applicable.
Item 13.
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) | |
(a) | (3) | Not applicable. |
(b) |
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 Salem Street Trust
By: | /s/Laura M. Del Prato |
Laura M. Del Prato | |
President and Treasurer | |
Date: | January 20, 2022 |
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/Laura M. Del Prato |
Laura M. Del Prato | |
President and Treasurer | |
Date: | January 20, 2022 |
By: | /s/John J. Burke III |
John J. Burke III | |
Chief Financial Officer | |
Date: | January 20, 2022 |