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



Annual Report

November 30, 2021

Includes Fidelity and Fidelity Advisor share classes

FIDELITY INVESTMENTS



FIDELITY INVESTMENTS

Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR 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% 
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.


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2020.

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

Total Expense Ratio.  In its review of the total expense ratio of the representative class (the retail class) of the fund, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees or reimburse expenses from time to time, and the extent to which, if any, it has done so for the fund. The fund's representative class is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure. The Board also considered a total expense ASPG comparison, which focuses on the total expenses of the representative class relative to a subset of non-Fidelity funds within the similar sales load structure group. The total expense ASPG is limited to 15 larger and 15 smaller classes of different funds, where possible. The total expense ASPG comparison excludes performance adjustments and fund-paid 12b-1 fees to eliminate variability in expenses relating to these items.

The Board noted that the total expense ratio of the retail class ranked below the similar sales load structure group competitive median for 2020 and below the ASPG competitive median for 2020.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

On an annual basis, Fidelity presents to the Board information about the profitability of its relationships with the fund. Fidelity calculates profitability information for each fund, as well as aggregate profitability information for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies and the full Board approves such changes.

A public accounting firm has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. The engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of certain fund profitability information and its conformity to established allocation methodologies. After considering the reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the funds' business. The Board considered areas where potential indirect benefits to the Fidelity funds from their relationships with Fidelity may exist. The Board's consideration of these matters was informed by the findings of a joint ad hoc committee created by it and the boards of other Fidelity funds to evaluate potential fall-out benefits.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total "group assets" increase, and for higher group fee rates as total "group assets" decrease ("group assets" as defined in the management contract). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that Fidelity agreed to impose a temporary fee waiver in the form of additional breakpoints to the current breakpoint schedule. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as "group assets" increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) the extent to which current market conditions have affected retention and recruitment of personnel; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of the funds' various management fee structures, including the basic group fee and the terms of Fidelity's voluntary expense limitation arrangements; (vi) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends; (vii) the impact on fund profitability of recent industry trends, such as the growth in passively managed funds and the continued waiver of money market fund fees; (viii) the types of management fee and total expense comparisons provided, and the challenges and limitations associated with such information; and (ix) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons. In addition, the Board considered its discussions with Fidelity regarding Fidelity's efforts to maintain the continuous investment and shareholder services necessary for the funds during the current pandemic and economic circumstances.

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





FIDELITY INVESTMENTS

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 FMRs 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 trusts Audit Committee must pre-approve all audit and non-audit services provided by a funds 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 Committees 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 Chairs 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 Funds(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 trusts Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trusts 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 trusts 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 trusts 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)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)


Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity 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

 






                                                      Exhibit EX-99.CERT

     

I, Laura M. Del Prato, certify that:


1.

I have reviewed this report on Form N-CSR of Fidelity Salem Street Trust;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d.

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:

 January 20, 2022

/s/Laura M. Del Prato

Laura M. Del Prato

President and Treasurer





I, John J. Burke III, certify that:

1.

I have reviewed this report on Form N-CSR of Fidelity Salem Street Trust;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d.

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:

January 20, 2022

/s/John J. Burke III

John J. Burke III

Chief Financial Officer








Exhibit EX-99.906CERT



Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)


In connection with the attached Report of Fidelity Salem Street Trust (the Trust) on Form N-CSR to be filed with the Securities and Exchange Commission (the Report), each of the undersigned officers of the Trust does hereby certify that, to the best of such officers knowledge:


1.

The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.


Dated: January 20, 2022



/s/Laura M. Del Prato

Laura M. Del Prato

President and Treasurer



 

Dated: January 20, 2022



/s/John J. Burke III

John J. Burke III

Chief Financial Officer




A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.






EXHIBIT EX-99.CODE ETH


FIDELITY FUNDS’ CODE OF ETHICS FOR

PRESIDENT, TREASURER AND PRINCIPAL ACCOUNTING OFFICER



I.  Purposes of the Code/Covered Officers


This document constitutes the Code of Ethics (Code) adopted by the Fidelity Funds (Funds) pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940), which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies.  The Code applies to the Fidelity Funds’ President and Treasurer, and Chief Financial Officer (Covered Officers).  Fidelity’s Ethics Office, a part of Corporate Compliance Group within Core Compliance, administers the Code.


The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers:


·

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fidelity Funds submit to the Securities and Exchange Commission (SEC), and in other public communications by a Fidelity Fund;

·

compliance with applicable laws and governmental rules and regulations;

·

the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

·

accountability for adherence to the Code.


Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.


II.

Covered Officers Should Handle Ethically

Actual and Apparent Conflicts of Interest


Overview.  A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fidelity Funds.  For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fidelity Funds.  


Certain conflicts of interest arise out of the relationships between Covered Officers and the Fidelity Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (Investment Company Act) and the Investment Advisers Act of 1940 (Investment Advisers Act).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fidelity Fund because of their status as “affiliated persons” of the Fund.  Separate compliance programs and procedures of the Fidelity Funds, Fidelity Management & Research Company (FMR) and the other Fidelity companies are designed to prevent, or identify and correct, violations of these provisions.  This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.


Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company) of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fidelity Funds, FMR or another Fidelity company), be involved in establishing policies and implementing decisions that have different effects on the Fidelity Funds, FMR and other Fidelity companies.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company), and is consistent with the performance by the Covered Officers of their duties as officers of the Fidelity Funds.  Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Funds’ Board of Trustees (Board) that the Covered Officers also may be officers or employees of one or more other Fidelity Funds covered by this Code.


Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fidelity Fund.  


*               *               *


Each Covered Officer must:


·

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by any Fidelity Fund whereby the Covered Officer would benefit personally to the detriment of any Fidelity Fund;

·

not cause a Fidelity Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fidelity Fund;

·

not engage in any outside business activity, including serving as a director or trustee, that prevents the Covered Officer from devoting appropriate time and attention to the Covered Officer’s responsibilities with the Fidelity Funds;

·

not have a consulting or employment relationship with any of the Fidelity Funds’ service providers that are not affiliated with Fidelity; and

·

not retaliate against any employee or Covered Officer for reports of actual or potential misconduct, which are made in good faith.


With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Fidelity Ethics Office for resolution.  Similarly, any questions a Covered Officer has generally regarding the application or interpretation of the Code should be directed to the Fidelity Ethics Office immediately.


III.  Disclosure and Compliance


·

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fidelity Funds.

·

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about any Fidelity Fund to others, whether within or outside Fidelity, including to the Board and auditors, and to governmental regulators and self-regulatory organizations;

·

Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fidelity Funds, FMR and the Fidelity service providers, and with the Board’s Compliance Committee,  with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fidelity Funds file with, or submit to, the SEC and in other public communications made by the Fidelity Funds; and

·

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.


IV.  Reporting and Accountability


Each Covered Officer must:


·

upon receipt of the Code, and annually thereafter, submit to the Fidelity Ethics Office an acknowledgement stating that he or she has received, read, and understands the Code; and

·

notify the Fidelity Ethics Office promptly if he or she knows of any violation of the Code.  Failure to do so is itself a violation of this Code.  


The Fidelity Ethics Office shall take all action it considers appropriate to investigate any actual or potential violations reported to it.  Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any action should be taken as detailed below.  The Covered Officer will be informed of any action determined to be appropriate.  The Fidelity Ethics Office will inform the Personal Trading Committee of all Code violations and actions taken in response.  Without implied limitation, appropriate remedial, disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.  Additionally, other legal remedies may be pursued.  


The policies and procedures described in the Code do not create any obligations to any person or entity other than the Fidelity Funds.  The Code is intended solely for the internal use by the Fidelity Funds and does not constitute a promise, contract or an admission by or on behalf of any Fidelity Fund as to any fact, circumstance, or legal conclusion.  The Fidelity Funds, the Fidelity companies and the Fidelity Chief Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.


V.  Oversight


Material violations of this Code will be reported promptly by FMR to the Board’s Compliance Committee.  In addition, at least once each year, FMR will provide a written report to the Board, which describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and action taken in response to the material violations.



VI.  Other Policies and Procedures


This Code shall be the sole code of ethics adopted by the Fidelity Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  Other Fidelity policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.  


VII.  Amendments


Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Fidelity Funds.


VIII.  Records and Confidentiality


Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Fidelity Ethics Office.  All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fidelity Ethics Office, the Personal Trading Committee, the Board, appropriate personnel at the relevant Fidelity company or companies and the legal counsel of any or all of the foregoing.