N-CSR 1 filing729.htm PRIMARY DOCUMENT

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


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-4707   


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


245 Summer St., Boston, Massachusetts  02210
(Address of principal executive offices)       (Zip code)


Marc Bryant, 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:

December 31

 

 

Date of reporting period:

December 31, 2016


Item 1.

Reports to Stockholders





Fidelity Advisor® Strategic Income Fund

Class A, Class T, Class C and Class I



Annual Report

December 31, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

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

Proxy Voting Results


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 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-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.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.



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 December 31, 2016 Past 1 year Past 5 years Past 10 years 
Class A (incl. 4.00% sales charge) 4.08% 3.20% 5.15% 
Class T (incl. 4.00% sales charge) 4.18% 3.20% 5.15% 
Class C (incl. contingent deferred sales charge) 6.63% 3.26% 4.79% 
Class I 8.80% 4.30% 5.83% 

 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. 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Strategic Income Fund - Class A on December 31, 2006, and the current 4.00% sales charge was paid.

The chart shows how the value of your investment would have changed, and also shows how the Bloomberg Barclays U.S. Universal Bond Index performed over the same period.


Period Ending Values

$16,518Fidelity Advisor® Strategic Income Fund - Class A

$15,631Bloomberg Barclays U.S. Universal Bond Index

Effective August 24, 2016, all Barclays benchmark indices were co-branded as the Bloomberg Barclays Indices for a period of five years.

Management's Discussion of Fund Performance

Market Recap:  For the 12 months ending December 31, 2016, the Fidelity Strategic Income Composite Index returned 9.29%. Among the asset classes that make up the Composite index, corporate high-yield debt produced the highest return; The BofA Merrill Lynch US High Yield Constrained Index rose 17.49%, reflecting strong demand for risk assets and improvement in commodity prices. Floating-rate bank loans benefited from an environment of rising interest rates, advancing 10.36%, according to the S&P/LSTA Leveraged Performing Loan Index. Despite a dip in the fourth quarter, emerging-markets (EM) debt produced a strong return for the full year. A fairly benign interest rate environment for most of 2016, along with rising commodity prices, helped to support EM debt. The Bloomberg Barclays Emerging Markets Aggregate USD Bond Index rose 9.88%. Meanwhile, foreign developed-markets debt underperformed, with the Bloomberg Barclays Global Aggregate Developed Markets GDP Weighted ex USD Index returning 1.20%. The U.K.'s vote to leave the European Union in June, the rise of the U.S. dollar, and increased trade tensions following November U.S. elections all weighed on the asset class. U.S. government bonds returned 1.05%, according to the Bloomberg Barclays U.S. Government Bond Index, held back by rising interest rates late in the period.

Comments from Co-Lead Portfolio Manager Joanna Bewick:  For the year, the fund’s share class (excluding sales charges, if applicable) returned roughly in the range of 8% to 9%, modestly underperforming the Composite index. Versus the benchmark, positioning within the fund’s high-yield subportfolio was by far the fund’s biggest detractor. Within high yield, both industry allocation and security selection weighed on the subportfolio's relative result, with an underweighting in the rebounding energy sector proving to be most detrimental. Picks among utilities and an underweighting in the strong-performing metals/mining group also dragged on the subportfolio's performance. Conversely, security selection within the EM debt sleeve was a notable positive. Here, positioning in Brazil, Venezuela and Ukraine supported the subportfolio’s relative performance. To a much lesser extent, choices in the floating-rate debt and U.S. government bonds sleeves also lifted relative results. On balance, the fund’s positioning was tilted toward risk assets during the past year, and our asset allocation decisions significantly contributed. Specifically, it helped to overweight high-yield bonds and underweight U.S. government bonds and foreign developed-markets debt. An overweighting in floating-rate bank loans also helped.

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 Fixed-Income Central Funds.

Top Five Holdings as of December 31, 2016

(by issuer, excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
U.S. Treasury Obligations 13.1 13.0 
Ginnie Mae guaranteed REMIC pass-thru certificates 2.7 3.1 
Japan Government 2.1 2.4 
Fannie Mae 1.8 1.7 
Ally Financial, Inc. 1.7 1.6 
 21.4  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 11.4 13.1 
Consumer Discretionary 10.7 10.2 
Energy 8.5 7.1 
Telecommunication Services 7.0 7.1 
Information Technology 5.0 4.4 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Quality Diversification (% of fund's net assets)

As of December 31, 2016 
   U.S. Government and U.S. Government Agency Obligations* 20.1% 
   AAA,AA,A 9.1% 
   BBB 7.3% 
   BB 18.8% 
   22.8% 
   CCC,CC,C 9.0% 
   Not Rated 3.8% 
   Equities 5.2% 
   Short-Term Investments and Net Other Assets 3.9% 


 * Includes NCUA Guaranteed Notes


As of June 30, 2016 
   U.S. Government and U.S. Government Agency Obligations* 20.4% 
   AAA,AA,A 7.9% 
   BBB 10.1% 
   BB 22.1% 
   20.5% 
   CCC,CC,C 6.4% 
   Not Rated 4.1% 
   Equities 4.9% 
   Short-Term Investments and Net Other Assets 3.6% 


 * Includes NCUA Guaranteed Notes


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.

Asset Allocation (% of fund's net assets)

As of December 31, 2016*,** 
   Preferred Securities 3.4% 
   Corporate Bonds 44.2% 
   U.S. Government and U.S. Government Agency Obligations*** 20.1% 
   Foreign Government & Government Agency Obligations 15.3% 
   Bank Loan Obligations 7.8% 
   Stocks 5.2% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.9% 


 * Foreign investments - 34.7%

 ** Futures and Swaps - 1.2%

 *** Includes NCUA Guaranteed Notes


As of June 30, 2016*,** 
   Preferred Securities 3.3% 
   Corporate Bonds 45.4% 
   U.S. Government and U.S. Government Agency Obligations*** 20.4% 
   Foreign Government & Government Agency Obligations 15.3% 
   Bank Loan Obligations 6.7% 
   Stocks 4.9% 
   Other Investments 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.6% 


 * Foreign investments - 35.1%

 ** Futures and Swaps - 0.9%

 *** Includes NCUA Guaranteed Notes


An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or institutional.fidelity.com, as applicable.

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

Investments December 31, 2016

Showing Percentage of Net Assets

Corporate Bonds - 44.0%   
 Principal Amount (000s)(a) Value (000s) 
Convertible Bonds - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Auto Components - 0.0%   
Exide Technologies 7% 4/30/25 pay-in-kind $970 $504 
Nonconvertible Bonds - 44.0%   
CONSUMER DISCRETIONARY - 6.7%   
Auto Components - 0.5%   
Allison Transmission, Inc. 5% 10/1/24 (b) 4,205 4,247 
Exide Technologies 11% 4/30/20 pay-in-kind 932 721 
IHO Verwaltungs GmbH:   
4.125% 9/15/21 pay-in-kind (b)(c) 2,890 2,919 
4.5% 9/15/23 pay-in-kind (b)(c) 1,975 1,931 
4.75% 9/15/26 pay-in-kind (b)(c) 2,380 2,297 
International Automotive Components Group SA 9.125% 6/1/18 (b) 3,685 3,593 
Lear Corp. 4.75% 1/15/23 6,305 6,431 
Metalsa SA de CV 4.9% 4/24/23 (b) 6,994 6,653 
Tenedora Nemak SA de CV 5.5% 2/28/23 (b) 7,794 7,736 
Tenneco, Inc. 5% 7/15/26 3,090 3,032 
Tupy Overseas SA 6.625% 7/17/24 (b) 1,625 1,560 
  41,120 
Distributors - 0.0%   
American Builders & Contractors Supply Co., Inc. 5.625% 4/15/21 (b) 1,500 1,545 
LKQ Corp. 4.75% 5/15/23 1,090 1,085 
  2,630 
Diversified Consumer Services - 0.3%   
Laureate Education, Inc. 10% 9/1/19 (b)(c) 23,025 23,514 
Hotels, Restaurants & Leisure - 1.5%   
24 Hour Holdings III LLC 8% 6/1/22 (b) 1,760 1,496 
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22 28,800 31,049 
Carlson Travel, Inc. 6.75% 12/15/23 (b) 1,505 1,565 
Choice Hotels International, Inc. 5.75% 7/1/22 1,445 1,543 
FelCor Lodging LP:   
5.625% 3/1/23 4,185 4,269 
6% 6/1/25 8,495 8,835 
KFC Holding Co./Pizza Hut Holding LLC:   
5% 6/1/24 (b) 3,275 3,345 
5.25% 6/1/26 (b) 3,275 3,324 
Landry's Acquisition Co. 6.75% 10/15/24 (b) 3,370 3,421 
LTF Merger Sub, Inc. 8.5% 6/15/23 (b) 2,780 2,877 
MGP Escrow Issuer LLC/MGP Escrow Co.-Issuer, Inc. 5.625% 5/1/24 (b) 2,530 2,650 
Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc.:   
8% 10/1/20 (c) 14,410 15,094 
11% 10/1/21 (c) 20,592 22,471 
Playa Resorts Holding BV 8% 8/15/20 (b) 4,750 4,952 
Scientific Games Corp. 10% 12/1/22 8,300 8,259 
Studio City Co. Ltd.:   
5.875% 11/30/19 (b) 2,700 2,774 
7.25% 11/30/21 (b) 7,025 7,271 
  125,195 
Household Durables - 0.8%   
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (b) 3,165 3,181 
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (b) 2,595 2,653 
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:   
5.125% 7/15/23 (b) 8,500 8,681 
5.75% 10/15/20 13,910 14,345 
6.875% 2/15/21 (c) 4,018 4,135 
7% 7/15/24 (b) 2,460 2,615 
8.25% 2/15/21 (c) 2,400 2,478 
Springs Industries, Inc. 6.25% 6/1/21 1,475 1,527 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (b) 3,265 3,314 
Toll Brothers Finance Corp.:   
4.375% 4/15/23 10,429 10,403 
5.625% 1/15/24 1,240 1,287 
TRI Pointe Homes, Inc. 5.875% 6/15/24 6,140 6,324 
  60,943 
Internet & Direct Marketing Retail - 0.4%   
Netflix, Inc.:   
4.375% 11/15/26 (b) 4,130 4,006 
5.375% 2/1/21 (b) 4,010 4,311 
5.75% 3/1/24 4,405 4,713 
5.875% 2/15/25 10,170 10,971 
Priceline Group, Inc. 1.8% 3/3/27 EUR6,000 6,098 
Zayo Group LLC/Zayo Capital, Inc. 6% 4/1/23 4,435 4,612 
  34,711 
Media - 3.0%   
Altice SA:   
7.625% 2/15/25 (b) 11,379 11,948 
7.75% 5/15/22 (b) 26,350 28,129 
Altice U.S. Finance SA 5.5% 5/15/26 (b) 4,270 4,355 
AMC Entertainment Holdings, Inc. 5.875% 11/15/26 (b) 3,440 3,517 
AMC Entertainment, Inc. 5.75% 6/15/25 1,220 1,247 
AMC Networks, Inc. 4.75% 12/15/22 3,080 3,099 
British Sky Broadcasting Group PLC 1.875% 11/24/23 (Reg. S) EUR4,300 4,750 
Cablevision SA 6.5% 6/15/21 (b) 1,560 1,585 
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp.:   
5.25% 2/15/22 980 1,017 
5.625% 2/15/24 1,060 1,105 
CBS Radio, Inc. 7.25% 11/1/24 (b) 2,715 2,851 
CCO Holdings LLC/CCO Holdings Capital Corp.:   
5.125% 2/15/23 6,770 6,956 
5.125% 5/1/23 (b) 5,425 5,588 
5.375% 5/1/25 (b) 5,425 5,588 
5.5% 5/1/26 (b) 6,585 6,717 
5.75% 9/1/23 670 700 
5.75% 1/15/24 4,245 4,436 
5.75% 2/15/26 (b) 7,390 7,649 
Cengage Learning, Inc. 9.5% 6/15/24 (b) 7,455 6,616 
Clear Channel Communications, Inc.:   
9% 3/1/21 1,555 1,151 
10% 1/15/18 4,050 3,017 
11.25% 3/1/21 10,520 8,022 
14% 2/1/21 pay-in-kind (c) 5,048 1,883 
Columbus International, Inc. 7.375% 3/30/21 (b) 2,680 2,852 
Globo Comunicacao e Participacoes SA:   
4.843% 6/8/25 (b) 5,105 4,888 
4.875% 4/11/22 (b) 1,875 1,871 
5.307% 5/11/22 (Reg. S) (d) 1,045 1,045 
Grupo Televisa SA de CV 6.625% 3/18/25 1,140 1,298 
iHeartCommunications, Inc. 10.625% 3/15/23 10,220 7,716 
Liberty Media Corp.:   
8.25% 2/1/30 4,120 4,388 
8.5% 7/15/29 8,920 9,834 
Lions Gate Entertainment Corp. 5.875% 11/1/24 (b) 1,390 1,411 
Livent, Inc. yankee 9.375% 10/15/04 (e) 300 
McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 7.875% 5/15/24 (b) 12,980 13,077 
MHGE Parent LLC/MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (b)(c) 8,960 9,005 
Myriad International Holding BV 5.5% 7/21/25 (b) 4,085 4,115 
New Cotai LLC/New Cotai Capital Corp. 10.625% 5/1/19 pay-in-kind (b)(c) 6,225 4,560 
Nielsen Finance LLC/Nielsen Finance Co. 5% 4/15/22 (b) 2,335 2,379 
Quebecor Media, Inc. 5.75% 1/15/23 7,660 7,947 
RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (b) 2,660 2,820 
Sirius XM Radio, Inc.:   
4.625% 5/15/23 (b) 2,450 2,426 
5.375% 4/15/25 (b) 4,685 4,662 
5.375% 7/15/26 (b) 4,230 4,135 
Tegna, Inc. 5.5% 9/15/24 (b) 3,210 3,242 
TV Azteca SA de CV:   
7.5% 5/25/18 (Reg. S) 7,915 7,044 
7.625% 9/18/20 (Reg S.) 935 739 
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.5% 1/15/23 (b) 5,540 5,769 
VTR Finance BV 6.875% 1/15/24 (b) 6,925 7,150 
Wave Holdco LLC/Wave Holdco Corp. 8.25% 7/15/19 pay-in-kind (b)(c) 1,043 1,059 
WMG Acquisition Corp. 5.625% 4/15/22 (b) 859 889 
Ziggo Bond Finance BV:   
5.875% 1/15/25 (b) 435 435 
6% 1/15/27 (b) 4,190 4,064 
Ziggo Secured Finance BV 5.5% 1/15/27 (b) 8,375 8,164 
  250,910 
Specialty Retail - 0.1%   
CST Brands, Inc. 5% 5/1/23 1,320 1,363 
L Brands, Inc. 6.875% 11/1/35 4,825 4,922 
Penske Automotive Group, Inc. 5.5% 5/15/26 3,185 3,145 
Sonic Automotive, Inc. 5% 5/15/23 800 778 
  10,208 
Textiles, Apparel & Luxury Goods - 0.1%   
Hanesbrands, Inc.:   
4.625% 5/15/24 (b) 2,120 2,056 
4.875% 5/15/26 (b) 2,120 2,072 
  4,128 
TOTAL CONSUMER DISCRETIONARY  553,359 
CONSUMER STAPLES - 2.1%   
Beverages - 0.0%   
Molson Coors Brewing Co. 1.25% 7/15/24 EUR3,200 3,365 
Food & Staples Retailing - 0.8%   
Albertsons Companies LLC/Safeway, Inc./New Albertson's, Inc./Albertson's LLC:   
5.75% 3/15/25 (b) 7,870 7,791 
6.625% 6/15/24 (b) 5,475 5,708 
Albertsons, Inc.:   
7.45% 8/1/29 4,935 4,664 
8% 5/1/31 4,590 4,395 
8.7% 5/1/30 635 638 
Arcor SAIC 6% 7/6/23 (b) 1,335 1,392 
BI-LO LLC/BI-LO Finance Corp.:   
8.625% 9/15/18 pay-in-kind (b)(c) 5,950 3,749 
9.25% 2/15/19 (b) 9,545 8,089 
ESAL GmbH 6.25% 2/5/23 (b) 13,590 13,631 
FAGE International SA/FAGE U.S.A. Dairy Industry, Inc. 5.625% 8/15/26 (b) 6,115 6,130 
Hearthside Group Holdings LLC/Hearthside Finance, Inc. 6.5% 5/1/22 (b) 1,265 1,257 
Minerva Luxembourg SA 7.75% 1/31/23 (Reg. S) 3,300 3,477 
Tops Holding LLC/Tops Markets II Corp. 8% 6/15/22 (b) 4,305 3,702 
  64,623 
Food Products - 1.0%   
B&G Foods, Inc. 4.625% 6/1/21 5,220 5,324 
Gruma S.A.B. de CV 4.875% 12/1/24 (b) 1,750 1,830 
H.J. Heinz Co. 2.25% 5/25/28 (Reg. S) EUR8,328 8,932 
JBS Investments GmbH 7.25% 4/3/24 (b) 14,755 15,419 
JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:   
5.75% 6/15/25 (b) 7,650 7,746 
5.875% 7/15/24 (b) 2,350 2,426 
7.25% 6/1/21 (b) 2,960 3,064 
8.25% 2/1/20 (b) 3,315 3,398 
Kissner Holdings LP/Kissner Milling Co. Ltd./BSC Holding, Inc./Kissner U.S.A. 8.375% 12/1/22 (b) 3,420 3,454 
Lamb Weston Holdings, Inc.:   
4.625% 11/1/24 (b) 2,755 2,762 
4.875% 11/1/26 (b) 2,785 2,755 
MHP SA 8.25% 4/2/20 (b) 3,480 3,341 
Pilgrim's Pride Corp. 5.75% 3/15/25 (b) 5,450 5,436 
Post Holdings, Inc.:   
5% 8/15/26 (b) 6,385 6,114 
6% 12/15/22 (b) 2,340 2,442 
7.75% 3/15/24 (b) 3,430 3,807 
8% 7/15/25 (b) 1,715 1,921 
TreeHouse Foods, Inc. 4.875% 3/15/22 1,660 1,702 
  81,873 
Household Products - 0.1%   
Edgewell Personal Care Co. 5.5% 6/15/25 (b) 2,800 2,807 
Spectrum Brands Holdings, Inc. 5.75% 7/15/25 4,470 4,638 
  7,445 
Personal Products - 0.2%   
Revlon Consumer Products Corp. 5.75% 2/15/21 (c) 18,693 18,786 
TOTAL CONSUMER STAPLES  176,092 
ENERGY - 7.8%   
Energy Equipment & Services - 0.6%   
Compressco Partners LP/Compressco Finance, Inc. 7.25% 8/15/22 3,100 2,930 
Ensco PLC:   
4.5% 10/1/24 4,570 3,919 
5.2% 3/15/25 2,830 2,444 
5.75% 10/1/44 4,085 2,962 
Exterran Partners LP/EXLP Finance Corp. 6% 10/1/22 3,200 3,104 
Forbes Energy Services Ltd. 9% 6/15/19 (e) 3,755 1,333 
Forum Energy Technologies, Inc. 6.25% 10/1/21 5,850 5,850 
Gulfmark Offshore, Inc. 6.375% 3/15/22 145 72 
Hornbeck Offshore Services, Inc. 5.875% 4/1/20 3,120 2,231 
Noble Holding International Ltd.:   
4.625% 3/1/21 420 403 
6.2% 8/1/40 1,600 1,144 
7.2% 4/1/25 (c) 3,580 3,356 
8.2% 4/1/45 (c) 795 662 
Southern Gas Corridor CJSC 6.875% 3/24/26 (b) 3,660 3,942 
Summit Midstream Holdings LLC 7.5% 7/1/21 2,035 2,142 
Trinidad Drilling Ltd. 7.875% 1/15/19 (b) 1,615 1,611 
Unit Corp. 6.625% 5/15/21 875 849 
Weatherford International Ltd.:   
7.75% 6/15/21 4,230 4,272 
8.25% 6/15/23 3,595 3,658 
9.875% 2/15/24 (b) 1,850 1,971 
  48,855 
Oil, Gas & Consumable Fuels - 7.2%   
Access Midstream Partners LP/ACMP Finance Corp.:   
4.875% 5/15/23 7,005 7,136 
4.875% 3/15/24 2,630 2,656 
Afren PLC:   
6.625% 12/9/20 (b)(e) 2,932 
10.25% 4/8/19 (Reg. S) (e) 6,109 
American Energy-Permian Basin LLC/AEPB Finance Corp. 13% 11/30/20 (b) 6,670 7,837 
Antero Midstream Partners LP/Antero Midstream Finance Corp. 5.375% 9/15/24 (b) 1,635 1,651 
Antero Resources Corp.:   
5.125% 12/1/22 305 308 
5.625% 6/1/23 (Reg. S) 4,216 4,316 
Antero Resources Finance Corp. 5.375% 11/1/21 2,120 2,168 
Callon Petroleum Co. 6.125% 10/1/24 (b) 1,510 1,555 
Carrizo Oil & Gas, Inc. 6.25% 4/15/23 2,860 2,932 
Chaparral Energy, Inc. 9.875% 10/1/20 (e) 1,620 1,458 
Cheniere Corpus Christi Holdings LLC 7% 6/30/24 (b) 4,875 5,277 
Chesapeake Energy Corp.:   
5.75% 3/15/23 6,330 5,950 
8% 12/15/22 (b) 15,820 17,066 
8% 1/15/25 (b) 5,130 5,233 
Citgo Holding, Inc. 10.75% 2/15/20 (b) 11,977 12,845 
Concho Resources, Inc. 4.375% 1/15/25 4,050 4,042 
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:   
6% 12/15/20 6,670 6,837 
6.125% 3/1/22 7,890 8,087 
CVR Refining LLC/Coffeyville Finance, Inc. 6.5% 11/1/22 9,690 9,617 
Denbury Resources, Inc.:   
4.625% 7/15/23 4,155 3,334 
5.5% 5/1/22 6,783 5,918 
6.375% 8/15/21 5,775 5,198 
Diamondback Energy, Inc. 4.75% 11/1/24 (b) 2,485 2,435 
Eagle Rock Energy Partners LP/Eagle Rock Energy Finance Corp. 8.375% 6/1/19 5,125 2,678 
EDC Finance Ltd. 4.875% 4/17/20 (b) 7,540 7,662 
Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (b) 4,190 4,358 
Energy Transfer Equity LP 5.5% 6/1/27 6,395 6,235 
EnLink Midstream Partners LP:   
4.15% 6/1/25 3,190 3,092 
4.4% 4/1/24 3,185 3,161 
EP Energy LLC/Everest Acquisition Finance, Inc.:   
7.75% 9/1/22 425 344 
8% 11/29/24 (b) 2,265 2,434 
9.375% 5/1/20 3,705 3,416 
EV Energy Partners LP/EV Energy Finance Corp. 8% 4/15/19 3,705 2,612 
Genesis Energy LP/Genesis Energy Finance Corp. 5.75% 2/15/21 2,400 2,424 
Georgian Oil & Gas Corp. 6.75% 4/26/21 (b) 4,155 4,327 
Global Partners LP/GLP Finance Corp.:   
6.25% 7/15/22 1,030 987 
7% 6/15/23 4,305 4,154 
Hilcorp Energy I LP/Hilcorp Finance Co.:   
5% 12/1/24 (b) 4,000 3,970 
5.75% 10/1/25 (b) 4,310 4,364 
Holly Energy Partners LP/Holly Finance Corp.:   
6% 8/1/24 (b) 2,650 2,763 
6.5% 3/1/20 4,875 5,033 
Indo Energy Finance BV 7% 5/7/18 (b) 315 295 
Jupiter Resources, Inc. 8.5% 10/1/22 (b) 10,415 8,983 
Kosmos Energy Ltd.:   
7.875% 8/1/21 (b) 1,800 1,791 
7.875% 8/1/21 (b) 3,030 3,015 
Laredo Petroleum, Inc. 7.375% 5/1/22 (Reg. S) 4,500 4,663 
MPLX LP:   
4.875% 12/1/24 6,560 6,747 
5.5% 2/15/23 3,215 3,345 
Newfield Exploration Co.:   
5.375% 1/1/26 3,608 3,679 
5.625% 7/1/24 740 771 
Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20 2,245 2,332 
Nostrum Oil & Gas Finance BV 6.375% 2/14/19 (b) 6,435 6,242 
Pacific Exploration and Production Corp.:   
10% 11/2/21 pay-in-kind (c) 3,233 3,653 
10% 11/2/21 pay-in-kind (b)(c) 470 531 
Pan American Energy LLC 7.875% 5/7/21 (b) 7,455 7,828 
Parsley Energy LLC/Parsley 6.25% 6/1/24 (b) 760 800 
PBF Holding Co. LLC/PBF Finance Corp.:   
7% 11/15/23 (b) 7,813 7,774 
8.25% 2/15/20 9,325 9,558 
PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 3,235 3,178 
PDC Energy, Inc. 6.125% 9/15/24 (b) 1,310 1,339 
Pemex Project Funding Master Trust:   
6.625% 6/15/35 14,140 13,928 
8.625% 12/1/23 (c) 500 543 
PetroBakken Energy Ltd. 8.625% 2/1/20 (b)(e) 9,160 412 
Petrobras Global Finance BV:   
3% 1/15/19 8,245 8,036 
3.02% 1/15/19 (c) 12,250 12,029 
6.25% 3/17/24 3,950 3,789 
8.375% 5/23/21 19,465 20,974 
8.75% 5/23/26 5,600 6,041 
Petrobras International Finance Co. Ltd.:   
5.75% 1/20/20 10,740 10,874 
6.875% 1/20/40 8,210 7,046 
Petroleos de Venezuela SA:   
5.375% 4/12/27 4,885 1,820 
5.5% 4/12/37 2,200 809 
6% 5/16/24 (b) 5,945 2,326 
6% 11/15/26 (b) 4,985 1,919 
8.5% 11/2/17 (b) 4,280 3,392 
9.75% 5/17/35 (b) 15,735 7,474 
12.75% 2/17/22 (b) 570 352 
Petroleos Mexicanos:   
3.5% 1/30/23 1,285 1,180 
4.625% 9/21/23 (b) 4,820 4,689 
4.875% 1/24/22 5,395 5,411 
4.875% 1/18/24 3,685 3,573 
5.5% 1/21/21 2,445 2,515 
5.5% 6/27/44 1,545 1,286 
6.375% 2/4/21 (b) 2,185 2,327 
6.375% 1/23/45 5,520 5,023 
6.5% 6/2/41 16,510 15,462 
6.625% (b)(f) 10,833 10,183 
6.75% 9/21/47 (b) 9,344 8,828 
6.875% 8/4/26 (b) 1,940 2,047 
PT Pertamina Persero:   
4.875% 5/3/22 (b) 1,990 2,044 
5.25% 5/23/21 (b) 1,135 1,194 
6.5% 5/27/41 (b) 3,980 4,078 
QEP Resources, Inc. 5.25% 5/1/23 5,955 5,970 
Range Resources Corp. 5% 3/15/23 (b) 9,130 9,039 
Rice Energy, Inc.:   
6.25% 5/1/22 7,770 7,984 
7.25% 5/1/23 1,695 1,797 
RSP Permian, Inc. 6.625% 10/1/22 1,785 1,888 
Sabine Pass Liquefaction LLC:   
5% 3/15/27 (b) 6,285 6,340 
5.875% 6/30/26 (b) 6,335 6,826 
SemGroup Corp. 7.5% 6/15/21 4,100 4,223 
SM Energy Co.:   
5.625% 6/1/25 2,100 2,027 
6.75% 9/15/26 1,680 1,730 
Southern Star Central Corp. 5.125% 7/15/22 (b) 2,570 2,602 
Southwestern Energy Co. 4.1% 3/15/22 6,395 6,042 
Sunoco LP/Sunoco Finance Corp.:   
6.25% 4/15/21 6,110 6,225 
6.375% 4/1/23 3,040 3,078 
Teekay Corp. 8.5% 1/15/20 7,885 7,491 
Teine Energy Ltd. 6.875% 9/30/22 (b) 4,615 4,713 
Tennessee Gas Pipeline Co. 7.625% 4/1/37 1,035 1,251 
Tesoro Logistics LP/Tesoro Logistics Finance Corp.:   
6.125% 10/15/21 1,075 1,129 
6.375% 5/1/24 1,695 1,814 
Transportadora de Gas del Sur SA 9.625% 5/14/20 (b) 10,149 10,910 
Western Refining Logistics LP/WNRL Finance Co. 7.5% 2/15/23 4,965 5,362 
Western Refining, Inc. 6.25% 4/1/21 12,210 12,668 
WPX Energy, Inc.:   
5.25% 9/15/24 3,215 3,119 
6% 1/15/22 9,170 9,399 
YPF SA:   
8.5% 3/23/21 (b) 12,110 12,989 
8.75% 4/4/24 (b) 13,225 13,708 
Zhaikmunai International BV 7.125% 11/13/19 (b) 10,505 10,231 
  596,555 
TOTAL ENERGY  645,410 
FINANCIALS - 7.9%   
Banks - 3.0%   
ABN AMRO Bank NV 7.125% 7/6/22 EUR5,250 7,052 
Banco de Bogota SA 6.25% 5/12/26 (b) 1,850 1,887 
Banco de Reservas de La Republica Dominicana 7% 2/1/23 (b) 3,280 3,281 
Banco Hipotecario SA 9.75% 11/30/20 (b) 12,300 13,100 
Banco Macro SA 6.75% 11/4/26 (b)(c) 2,075 1,966 
Banco Nacional de Desenvolvimento Economico e Social:   
4% 4/14/19 (b) 1,350 1,356 
6.369% 6/16/18 (b) 3,275 3,422 
Banque Centrale de Tunisie 5.75% 1/30/25 (b) 2,425 2,255 
BBVA Bancomer SA 7.25% 4/22/20 (b) 2,475 2,716 
Biz Finance PLC 9.625% 4/27/22 (Reg. S) 1,335 1,305 
CIT Group, Inc.:   
5% 8/15/22 8,305 8,658 
5.375% 5/15/20 10,385 11,034 
5.5% 2/15/19 (b) 4,680 4,937 
Citigroup, Inc. 1.5% 10/26/28 EUR10,000 10,182 
Credit Suisse Group Funding Guernsey Ltd. 2.75% 8/8/25 (Reg. S) GBP5,800 6,973 
Export Credit Bank of Turkey 5.875% 4/24/19 (b) 3,550 3,627 
Export-Import Bank of Korea 6.4% 8/7/17 (Reg. S) INR140,700 2,059 
GTB Finance BV 6% 11/8/18 (b) 8,490 8,469 
HSBC Holdings PLC 3.125% 6/7/28 EUR4,100 4,556 
HSBK BV 7.25% 5/3/17 (b) 2,985 3,013 
ING Bank NV 6.125% 5/29/23 (c) EUR9,095 10,331 
Intesa Sanpaolo SpA 1.125% 3/4/22 EUR7,800 8,234 
Itau Unibanco Holding SA:   
5.125% 5/13/23 (Reg. S) 4,660 4,613 
5.5% 8/6/22 (b) 3,000 3,034 
JSC BGEO Group 6% 7/26/23 (b) 5,135 5,135 
JSC Halyk Bank of Kazakhstan 7.25% 1/28/21 (b) 1,750 1,877 
KBC Groep NV 1.875% 3/11/27 (Reg. S) (c) EUR15,800 16,695 
Lloyds Banking Group PLC 1% 11/9/23 (Reg. S) EUR4,450 4,594 
National Westminster Bank PLC 6.5% 9/7/21 GBP7,250 10,239 
OJSC Russian Agricultural Bank 7.75% 5/29/18 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (b) 2,315 2,454 
Rabobank Nederland 6.875% 3/19/20 (Reg. S) EUR16,350 20,242 
Royal Bank of Scotland Group PLC:   
1.625% 6/25/19 (Reg. S) EUR3,050 3,283 
2.5% 3/22/23 (Reg. S) EUR5,650 6,060 
Royal Bank of Scotland PLC 6.934% 4/9/18 EUR4,250 4,800 
RSHB Capital SA 5.298% 12/27/17 (b) 1,890 1,928 
SB Capital SA 5.5% 2/26/24 (b)(c) 3,240 3,293 
Turkiye Garanti Bankasi A/S 4% 9/13/17 (b) 1,115 1,118 
Turkiye Halk Bankasi A/S:   
3.875% 2/5/20 (b) 2,200 2,055 
4.75% 6/4/19 (b) 3,250 3,198 
4.875% 7/19/17 (b) 2,075 2,080 
Turkiye Is Bankasi A/S:   
3.75% 10/10/18 (b) 1,390 1,369 
5.5% 4/21/19 (b) 1,085 1,096 
Turkiye Vakiflar Bankasi TAO 6.875% 2/3/25 (Reg. S) (c) 3,575 3,433 
UniCredit SpA:   
2% 3/4/23 (Reg. S) EUR8,250 8,931 
6.95% 10/31/22 (Reg. S) EUR1,700 2,054 
Zenith Bank PLC 6.25% 4/22/19 (b) 12,820 12,484 
  246,478 
Capital Markets - 0.5%   
Adient Global Holdings Ltd. 4.875% 8/15/26 (b) 4,220 4,136 
BCD Acquisition, Inc. 9.625% 9/15/23 (b) 6,335 6,778 
Goldman Sachs Group, Inc. 3% 2/12/31 (Reg. S) EUR9,656 11,035 
Morgan Stanley 1.75% 3/11/24 EUR9,800 10,757 
MSCI, Inc.:   
5.25% 11/15/24 (b) 2,735 2,872 
5.75% 8/15/25 (b) 2,685 2,853 
  38,431 
Consumer Finance - 2.5%   
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:   
4.25% 7/1/20 4,275 4,393 
4.625% 7/1/22 6,880 7,086 
5% 10/1/21 2,110 2,218 
Ally Financial, Inc.:   
4.125% 2/13/22 8,795 8,718 
4.625% 3/30/25 13,915 13,706 
5.125% 9/30/24 20,806 21,170 
8% 11/1/31 76,818 89,103 
Credito Real S.A.B. de CV:   
7.25% 7/20/23 (b) 2,110 2,152 
7.5% 3/13/19 (b) 3,050 3,177 
General Motors Acceptance Corp. 8% 11/1/31 9,006 10,424 
Navient Corp. 5.875% 10/25/24 11,105 10,550 
SLM Corp.:   
5.5% 1/25/23 15,840 15,365 
6.125% 3/25/24 3,395 3,297 
7.25% 1/25/22 11,200 11,858 
  203,217 
Diversified Financial Services - 0.8%   
Cimpor Financial Operations BV 5.75% 7/17/24 (b) 3,705 3,076 
Grinding Media, Inc./MC Grinding Media Canada, Inc. 7.375% 12/15/23 (b) 2,520 2,648 
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
5.875% 2/1/22 18,530 18,391 
6% 8/1/20 8,545 8,727 
Inception Merger Sub, Inc./Rackspace Hosting, Inc. 8.625% 11/15/24 (b) 3,305 3,498 
RegionalCare Hospital Partners Holdings, Inc. 8.25% 5/1/23 (b) 4,815 4,803 
Solera LLC/Solera Finance, Inc. 10.5% 3/1/24 (b) 11,225 12,628 
Springleaf Financial Corp.:   
7.75% 10/1/21 640 675 
8.25% 12/15/20 3,195 3,475 
TMK Capital SA 6.75% 4/3/20 (Reg. S) 1,325 1,371 
Wendel SA:   
1% 4/20/23 (Reg. S) EUR3,000 3,096 
2.75% 10/2/24 (Reg. S) EUR6,400 7,172 
  69,560 
Insurance - 0.6%   
Alliant Holdings Co.-Issuer, Inc./Wayne Merger Sub LLC 8.25% 8/1/23 (b) 10,645 10,991 
Assicurazioni Generali SpA 7.75% 12/12/42 (c) EUR4,600 5,762 
Aviva PLC 3.375% 12/4/45 (Reg. S) (c) EUR4,350 4,497 
Direct Line Insurance Group PLC 9.25% 4/27/42 (c) GBP6,720 10,171 
Hockey Merger Sub 2, Inc. 7.875% 10/1/21 (b) 9,770 10,321 
SCOR SE 3% 6/8/46 (Reg. S) (c) EUR3,700 3,895 
Zurich Insurance Co. Ltd. 3.5% 10/1/46 (c) EUR5,800 6,308 
  51,945 
Thrifts & Mortgage Finance - 0.5%   
Nationwide Building Society 4.125% 3/20/23 (Reg. S) (c) EUR14,900 16,290 
Prime Securities Services Borrower LLC/Prime Finance, Inc. 9.25% 5/15/23 (b) 23,175 25,232 
  41,522 
TOTAL FINANCIALS  651,153 
HEALTH CARE - 2.1%   
Biotechnology - 0.1%   
AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (b) 2,255 2,255 
Health Care Equipment & Supplies - 0.1%   
Alere, Inc. 6.375% 7/1/23 (b) 1,935 1,923 
Hill-Rom Holdings, Inc. 5.75% 9/1/23 (b) 2,125 2,194 
Hologic, Inc. 5.25% 7/15/22 (b) 4,650 4,894 
  9,011 
Health Care Providers & Services - 1.7%   
AmSurg Corp. 5.625% 7/15/22 2,640 2,722 
Community Health Systems, Inc.:   
6.875% 2/1/22 14,410 10,015 
7.125% 7/15/20 4,425 3,364 
Double Eagle Acquisition Sub, Inc. 7.5% 10/1/24 (b) 2,470 2,587 
Envision Healthcare Corp. 6.25% 12/1/24 (b) 4,120 4,347 
HCA Holdings, Inc.:   
4.75% 5/1/23 6,115 6,260 
5.25% 4/15/25 13,180 13,757 
5.25% 6/15/26 5,275 5,453 
5.375% 2/1/25 8,650 8,672 
5.875% 5/1/23 7,155 7,602 
5.875% 2/15/26 10,705 11,026 
7.5% 2/15/22 12,110 13,745 
HealthSouth Corp. 5.75% 11/1/24 9,180 9,295 
Jaguar Holding Co. II/Pharmaceutical Product Development LLC 6.375% 8/1/23 (b) 4,215 4,510 
MPH Acquisition Holdings LLC 7.125% 6/1/24 (b) 2,280 2,400 
Quintiles Transnational Corp. 4.875% 5/15/23 (b) 3,340 3,390 
Sabra Health Care LP/Sabra Capital Corp. 5.375% 6/1/23 2,445 2,439 
Surgery Center Holdings, Inc. 8.875% 4/15/21 (b) 4,265 4,542 
Tenet Healthcare Corp.:   
6.75% 6/15/23 4,740 4,183 
6.875% 11/15/31 11,540 8,900 
7.5% 1/1/22 (b) 2,360 2,460 
8.125% 4/1/22 5,360 5,057 
Vizient, Inc. 10.375% 3/1/24 (b) 4,615 5,226 
  141,952 
Pharmaceuticals - 0.2%   
Horizon Pharma, Inc. 8.75% 11/1/24 (b) 2,895 2,931 
Valeant Pharmaceuticals International, Inc.:   
5.875% 5/15/23 (b) 16,345 12,340 
6.75% 8/15/21 (b) 1,935 1,606 
  16,877 
TOTAL HEALTH CARE  170,095 
INDUSTRIALS - 2.0%   
Aerospace & Defense - 0.3%   
Huntington Ingalls Industries, Inc. 5% 11/15/25 (b) 3,965 4,119 
KLX, Inc. 5.875% 12/1/22 (b) 11,260 11,598 
TransDigm, Inc. 6.375% 6/15/26 (b) 4,050 4,159 
Triumph Group, Inc. 4.875% 4/1/21 4,990 4,681 
  24,557 
Air Freight & Logistics - 0.0%   
XPO Logistics, Inc. 6.125% 9/1/23 (b) 3,300 3,449 
Airlines - 0.2%   
Air Canada 5.375% 11/15/22 (b) 1,327 1,361 
Allegiant Travel Co. 5.5% 7/15/19 1,270 1,308 
Continental Airlines, Inc. pass-thru trust certificates 6.903% 4/19/22 405 425 
Delta Air Lines, Inc. pass-thru trust certificates 8.021% 8/10/22 2,189 2,515 
Hawaiian Airlines pass-thru certificates Series 2013-1 Class B, 4.95% 7/15/23 2,102 2,086 
Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17 421 443 
U.S. Airways pass-thru certificates:   
Series 2011-1 Class A, 7.125% 4/22/25 3,602 4,142 
Series 2012-2 Class B, 6.75% 12/3/22 1,542 1,675 
Series 2013-1 Class B, 5.375% 5/15/23 2,020 2,142 
  16,097 
Building Products - 0.0%   
Shea Homes Ltd. Partnership/Corp.:   
5.875% 4/1/23 (b) 1,380 1,346 
6.125% 4/1/25 (b) 1,380 1,335 
  2,681 
Commercial Services & Supplies - 0.5%   
ADS Waste Holdings, Inc. 5.625% 11/15/24 (b) 3,640 3,622 
ADT Corp. 6.25% 10/15/21 13,075 14,186 
APX Group, Inc.:   
7.875% 12/1/22 6,680 7,231 
8.75% 12/1/20 7,385 7,440 
Cenveo Corp. 6% 8/1/19 (b) 2,480 2,213 
Covanta Holding Corp. 5.875% 3/1/24 3,120 2,999 
Garda World Security Corp.:   
7.25% 11/15/21 (b) 1,020 949 
7.25% 11/15/21 (b) 1,825 1,697 
Ritchie Brothers Auctioneers, Inc. 5.375% 1/15/25 (b) 1,215 1,239 
TMS International Corp. 7.625% 10/15/21 (b) 970 926 
  42,502 
Construction & Engineering - 0.1%   
Cementos Progreso Trust 7.125% 11/6/23 (b) 2,245 2,355 
Odebrecht Finance Ltd. 4.375% 4/25/25 (b) 5,820 3,361 
  5,716 
Electrical Equipment - 0.1%   
Sensata Technologies BV:   
4.875% 10/15/23 (b) 1,625 1,662 
5% 10/1/25 (b) 4,355 4,268 
  5,930 
Industrial Conglomerates - 0.0%   
Alfa SA de CV 5.25% 3/25/24 (b) 1,490 1,524 
Machinery - 0.1%   
Xerium Technologies, Inc. 9.5% 8/15/21 (b) 6,385 6,369 
Marine - 0.1%   
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (b) 1,065 905 
Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (b) 4,035 3,813 
Ultrapetrol (Bahamas) Ltd. 8.875% 6/15/21 (e) 530 101 
  4,819 
Road & Rail - 0.1%   
JSC Georgian Railway 7.75% 7/11/22 (b) 1,650 1,757 
Lima Metro Line 2 Finance Ltd. 5.875% 7/5/34 (b) 1,870 1,973 
  3,730 
Trading Companies & Distributors - 0.4%   
Aircastle Ltd.:   
5% 4/1/23 2,405 2,453 
5.5% 2/15/22 4,250 4,505 
Ashtead Capital, Inc. 5.625% 10/1/24 (b) 4,250 4,452 
International Lease Finance Corp.:   
4.625% 4/15/21 6,645 6,886 
5.875% 8/15/22 8,795 9,543 
8.625% 1/15/22 2,520 3,027 
NES Rentals Holdings, Inc. 7.875% 5/1/18 (b) 1,505 1,497 
United Rentals North America, Inc. 5.5% 5/15/27 2,625 2,605 
  34,968 
Transportation Infrastructure - 0.1%   
Aeropuertos Argentina 2000 SA 10.75% 12/1/20 (b) 3,787 4,077 
Global Ports Finance PLC 6.872% 1/25/22 (b) 3,375 3,476 
  7,553 
TOTAL INDUSTRIALS  159,895 
INFORMATION TECHNOLOGY - 2.0%   
Communications Equipment - 0.5%   
Banglalink Digital Communications Ltd. 8.625% 5/6/19 (b) 8,880 9,379 
Brocade Communications Systems, Inc. 4.625% 1/15/23 3,330 3,297 
Lucent Technologies, Inc.:   
6.45% 3/15/29 23,420 24,415 
6.5% 1/15/28 6,255 6,458 
  43,549 
Electronic Equipment & Components - 0.1%   
Conduent Finance, Inc./Xerox Business Service LLC 10.5% 12/15/24 (b) 4,000 4,280 
Micron Technology, Inc. 7.5% 9/15/23 (b) 3,925 4,347 
  8,627 
Internet Software & Services - 0.2%   
Balboa Merger Sub, Inc. 11.375% 12/1/21 (b) 4,690 4,690 
Camelot Finance SA 7.875% 10/15/24 (b) 1,870 1,935 
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22 3,595 3,784 
j2 Global, Inc. 8% 8/1/20 3,460 3,598 
  14,007 
IT Services - 0.1%   
Ceridian HCM Holding, Inc. 11% 3/15/21 (b) 2,360 2,425 
Everi Payments, Inc. 10% 1/15/22 4,210 4,168 
  6,593 
Semiconductors & Semiconductor Equipment - 0.8%   
Entegris, Inc. 6% 4/1/22 (b) 1,275 1,326 
Micron Technology, Inc.:   
5.25% 8/1/23 (b) 1,740 1,747 
5.25% 1/15/24 (b) 3,675 3,657 
5.5% 2/1/25 12,245 12,184 
5.625% 1/15/26 (b) 3,250 3,222 
5.875% 2/15/22 2,615 2,726 
Microsemi Corp. 9.125% 4/15/23 (b) 1,665 1,940 
NXP BV/NXP Funding LLC:   
4.625% 6/15/22 (b) 1,935 2,027 
5.75% 3/15/23 (b) 15,105 15,936 
Qorvo, Inc.:   
6.75% 12/1/23 3,135 3,449 
7% 12/1/25 9,580 10,610 
Sensata Technologies UK Financing Co. PLC 6.25% 2/15/26 (b) 4,190 4,379 
Versum Materials, Inc. 5.5% 9/30/24 (b) 2,170 2,219 
  65,422 
Software - 0.3%   
BMC Software Finance, Inc. 8.125% 7/15/21 (b) 3,401 3,178 
Ensemble S Merger Sub, Inc. 9% 9/30/23 (b) 7,070 7,512 
Greeneden U.S. Holdings II LLC 10% 11/30/24 (b) 5,685 6,040 
JDA Escrow LLC/JDA Bond Finance, Inc. 7.375% 10/15/24 (b) 1,490 1,546 
Nuance Communications, Inc. 5.375% 8/15/20 (b) 2,445 2,515 
Open Text Corp. 5.875% 6/1/26 (b) 3,195 3,371 
Parametric Technology Corp. 6% 5/15/24 1,295 1,366 
SS&C Technologies Holdings, Inc. 5.875% 7/15/23 3,370 3,492 
  29,020 
TOTAL INFORMATION TECHNOLOGY  167,218 
MATERIALS - 4.2%   
Chemicals - 1.3%   
Albemarle Corp. U.S. 1.875% 12/8/21 (Reg. S) EUR10,400 11,482 
Braskem Finance Ltd.:   
5.375% 5/2/22 (b) 3,900 4,029 
5.75% 4/15/21 (b) 2,020 2,126 
6.45% 2/3/24 2,220 2,337 
Kraton Polymers LLC/Kraton Polymers Capital Corp. 10.5% 4/15/23(b) 2,715 3,061 
Mexichem S.A.B. de CV 4.875% 9/19/22 (b) 2,000 2,085 
Momentive Performance Materials, Inc.:   
3.88% 10/24/21 44,218 41,565 
4.69% 4/24/22 14,170 12,186 
10% 10/15/20 (e) 14,170 
MPM Escrow LLC/MPM Finance Escrow Corp. 8.875% 10/15/20 (e) 44,218 
Nufarm Australia Ltd. 6.375% 10/15/19 (b) 2,020 2,065 
OCP SA 5.625% 4/25/24 (b) 1,270 1,313 
Platform Specialty Products Corp.:   
6.5% 2/1/22 (b) 4,175 4,206 
10.375% 5/1/21 (b) 1,275 1,412 
Solvay SA 2.75% 12/2/27 (Reg. S) EUR3,900 4,575 
TPC Group, Inc. 8.75% 12/15/20 (b) 7,335 6,198 
Valvoline Finco Two LLC 5.5% 7/15/24 (b) 1,550 1,604 
W. R. Grace & Co.-Conn.:   
5.125% 10/1/21 (b) 1,785 1,861 
5.625% 10/1/24 (b) 2,645 2,777 
  104,882 
Construction Materials - 0.2%   
CEMEX Finance LLC:   
6% 4/1/24 (b) 2,200 2,261 
9.375% 10/12/22 (b) 2,420 2,638 
CEMEX S.A.B. de CV 7.75% 4/16/26 (b) 1,870 2,071 
HeidelbergCement Finance AG 2.25% 6/3/24 (Reg. S) EUR4,625 5,195 
Prince Mineral Holding Corp. 11.5% 12/15/19 (b)(c) 1,685 1,647 
U.S. Concrete, Inc. 6.375% 6/1/24 2,070 2,189 
Union Andina de Cementos SAA 5.875% 10/30/21 (b) 2,055 2,127 
  18,128 
Containers & Packaging - 0.5%   
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:   
4.625% 5/15/23 (b) 4,250 4,215 
6.25% 1/31/19 (b) 2,410 2,449 
6.75% 1/31/21 (b) 4,915 5,062 
7.25% 5/15/24 (b) 7,590 7,998 
Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (b) 2,060 2,106 
Crown Cork & Seal, Inc.:   
7.375% 12/15/26 11,295 12,650 
7.5% 12/15/96 3,685 3,763 
Sealed Air Corp. 5.25% 4/1/23 (b) 2,540 2,635 
  40,878 
Metals & Mining - 2.2%   
Alcoa Nederland Holding BV:   
6.75% 9/30/24 (b) 2,825 3,065 
7% 9/30/26 (b) 2,340 2,562 
Aleris International, Inc. 6% 6/1/20 (b) 33 33 
Alrosa Finance SA 7.75% 11/3/20 (b) 1,285 1,450 
Bluescope Steel Ltd./Bluescope Steel Finance 6.5% 5/15/21 (b) 1,310 1,388 
Compania Minera Ares SAC 7.75% 1/23/21 (b) 5,250 5,631 
EVRAZ Group SA:   
6.5% 4/22/20 (b) 4,945 5,178 
8.25% 1/28/21 (Reg. S) 6,090 6,692 
9.5% 4/24/18 (Reg. S) 1,935 2,070 
Evraz, Inc. NA Canada 7.5% 11/15/19 (b) 9,710 9,759 
Ferrexpo Finance PLC 10.375% 4/7/19 (b) 4,300 4,300 
First Quantum Minerals Ltd.:   
6.75% 2/15/20 (b) 5,615 5,601 
7% 2/15/21 (b) 5,040 5,013 
7.25% 5/15/22 (b) 2,945 2,901 
Freeport-McMoRan, Inc.:   
3.55% 3/1/22 2,130 1,981 
3.875% 3/15/23 6,390 5,863 
5.4% 11/14/34 2,000 1,680 
5.45% 3/15/43 13,105 10,845 
6.75% 2/1/22 (b) 6,175 6,345 
Gerdau Trade, Inc. 5.75% 1/30/21 (b) 1,495 1,533 
Gold Fields Orogen Holding BVI Ltd.:   
4.875% 10/7/20 (b) 10,857 10,672 
4.875% 10/7/20 (Reg. S) 400 393 
GTL Trade Finance, Inc. 5.893% 4/29/24 (b) 3,675 3,657 
JMC Steel Group, Inc. 9.875% 6/15/23 (b) 2,775 3,108 
Joseph T Ryerson & Son, Inc. 11% 5/15/22 (b) 2,400 2,640 
Lundin Mining Corp.:   
7.5% 11/1/20 (b) 1,465 1,558 
7.875% 11/1/22 (b) 215 234 
Metinvest BV:   
8.75% 2/14/18 (Reg. S) 2,011 1,830 
10.5% 11/28/17 (b) 10,108 9,097 
10.5% 11/28/17 (Reg. S) 2,303 2,073 
Mirabela Nickel Ltd. 1% 9/10/44 pay-in-kind (b)(e) 15 
Murray Energy Corp. 11.25% 4/15/21 (b) 6,005 4,654 
New Gold, Inc. 7% 4/15/20 (b) 1,480 1,517 
Polyus Gold International Ltd.:   
5.625% 4/29/20 (b) 5,335 5,568 
5.625% 4/29/20 (Reg. S) 500 522 
Southern Copper Corp. 7.5% 7/27/35 3,825 4,417 
Teck Resources Ltd. 8.5% 6/1/24 (b) 19,905 22,941 
United States Steel Corp. 8.375% 7/1/21 (b) 9,120 10,082 
Vale Overseas Ltd.:   
4.375% 1/11/22 3,390 3,331 
5.875% 6/10/21 2,080 2,179 
6.875% 11/21/36 2,160 2,128 
Vedanta Resources PLC 6% 1/31/19 (b) 6,425 6,441 
  182,932 
Paper & Forest Products - 0.0%   
NewPage Corp.:   
0% 5/1/12 (c)(e) 1,770 
11.375% 12/31/14 (e) 4,404 
Sino-Forest Corp. 6.25% 10/21/17 (b)(e) 5,480 
  
TOTAL MATERIALS  346,820 
REAL ESTATE - 0.5%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
CTR Partnership LP/CareTrust Capital Corp. 5.875% 6/1/21 700 712 
MPT Operating Partnership LP/MPT Finance Corp.:   
5.25% 8/1/26 1,495 1,465 
6.375% 2/15/22 4,335 4,492 
  6,669 
Real Estate Management & Development - 0.4%   
CBRE Group, Inc. 5% 3/15/23 9,605 9,908 
Grand City Properties SA 1.5% 4/17/25 (Reg. S) EUR2,700 2,773 
Howard Hughes Corp. 6.875% 10/1/21 (b) 10,865 11,450 
Inversiones y Representaciones SA 11.5% 7/20/20 (Reg. S) 15 17 
IRSA Propiedades Comerciales SA 8.75% 3/23/23 (b) 2,120 2,245 
Mattamy Group Corp. 6.875% 12/15/23 (b) 3,035 3,073 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.25% 4/15/21 (b) 7,370 7,554 
  37,020 
TOTAL REAL ESTATE  43,689 
TELECOMMUNICATION SERVICES - 6.2%   
Diversified Telecommunication Services - 2.8%   
Altice Financing SA:   
6.5% 1/15/22 (b) 10,799 11,258 
6.625% 2/15/23 (b) 8,265 8,492 
7.5% 5/15/26 (b) 8,130 8,455 
Altice Finco SA:   
8.125% 1/15/24 (b) 8,730 9,036 
9.875% 12/15/20 (b) 5,655 5,966 
Citizens Communications Co.:   
7.875% 1/15/27 4,895 4,051 
9% 8/15/31 3,655 3,116 
FairPoint Communications, Inc. 8.75% 8/15/19 (b) 3,210 3,350 
Frontier Communications Corp. 11% 9/15/25 8,520 8,797 
GCI, Inc. 6.875% 4/15/25 4,240 4,304 
GTH Finance BV:   
6.25% 4/26/20 (b) 3,600 3,773 
7.25% 4/26/23 (b) 9,745 10,447 
GTT Escrow Corp. 7.875% 12/31/24 (b) 1,925 2,007 
Level 3 Communications, Inc. 5.75% 12/1/22 4,685 4,814 
Level 3 Financing, Inc.:   
5.125% 5/1/23 4,340 4,356 
5.375% 5/1/25 4,340 4,427 
Lynx II Corp. 6.375% 4/15/23 (b) 1,820 1,891 
Sable International Finance Ltd. 6.875% 8/1/22 (b) 19,275 20,046 
SFR Group SA:   
6% 5/15/22 (b) 36,670 37,633 
6.25% 5/15/24 (b) 34,853 35,027 
7.375% 5/1/26 (b) 16,760 17,179 
Sprint Capital Corp.:   
6.875% 11/15/28 4,765 4,705 
8.75% 3/15/32 3,641 4,005 
Telefonica Celular del Paraguay SA 6.75% 12/13/22 (b) 2,080 2,116 
U.S. West Communications:   
6.875% 9/15/33 2,155 2,058 
7.25% 9/15/25 535 574 
7.25% 10/15/35 1,455 1,378 
UPCB Finance IV Ltd. 5.375% 1/15/25 (b) 4,635 4,670 
Virgin Media Finance PLC 4.875% 2/15/22 5,445 4,887 
  232,818 
Wireless Telecommunication Services - 3.4%   
America Movil S.A.B. de CV 6.45% 12/5/22 MXN79,000 3,454 
Comcel Trust 6.875% 2/6/24 (b) 2,070 2,086 
Digicel Group Ltd.:   
6% 4/15/21 (b) 870 787 
6.75% 3/1/23 (b) 1,880 1,695 
7% 2/15/20 (b) 980 923 
7.125% 4/1/22 (b) 13,405 10,399 
8.25% 9/30/20 (b) 10,040 8,614 
Intelsat Jackson Holdings SA:   
5.5% 8/1/23 14,385 9,693 
7.25% 10/15/20 22,465 17,410 
7.5% 4/1/21 7,635 5,822 
Millicom International Cellular SA:   
4.75% 5/22/20 (b) 2,150 2,177 
6% 3/15/25 (b) 7,780 7,644 
6.625% 10/15/21 (b) 8,790 9,225 
MTS International Funding Ltd. 8.625% 6/22/20 (b) 530 608 
Neptune Finco Corp.:   
6.625% 10/15/25 (b) 8,175 8,931 
10.125% 1/15/23 (b) 8,455 9,766 
10.875% 10/15/25 (b) 20,060 23,871 
Sprint Communications, Inc. 6% 11/15/22 11,390 11,475 
Sprint Corp.:   
7.125% 6/15/24 21,530 22,176 
7.625% 2/15/25 11,980 12,594 
7.875% 9/15/23 10,870 11,604 
T-Mobile U.S.A., Inc.:   
6% 4/15/24 6,400 6,744 
6.375% 3/1/25 33,465 35,766 
6.5% 1/15/24 20,640 22,136 
6.625% 4/1/23 20,286 21,503 
6.836% 4/28/23 5,580 5,978 
TBG Global Pte. Ltd. 4.625% 4/3/18 (Reg. S) 1,630 1,645 
Telesat Canada/Telesat LLC 8.875% 11/15/24 (b) 3,245 3,383 
Vimpel Communications OJSC 7.748% 2/2/21 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (b) 2,140 2,381 
  280,490 
TOTAL TELECOMMUNICATION SERVICES  513,308 
UTILITIES - 2.5%   
Electric Utilities - 0.2%   
EDF SA 1.875% 10/13/36 (Reg. S) EUR6,300 5,994 
EDP Finance BV 1.125% 2/12/24 (Reg. S) EUR4,200 4,189 
EnBW Energie Baden-Wuerttemberg AG 3.375% 4/5/77 (c) EUR4,400 4,642 
InterGen NV 7% 6/30/23 (b) 1,730 1,540 
Israel Electric Corp. Ltd. 7.75% 12/15/27 (Reg. S) 1,350 1,605 
RJS Power Holdings LLC 4.625% 7/15/19 (b)(c) 4,245 4,022 
  21,992 
Gas Utilities - 0.3%   
National Grid Gas Finance PLC 1.125% 9/22/21 (Reg. S) GBP9,250 11,345 
Southern Natural Gas Co.:   
7.35% 2/15/31 6,645 7,674 
8% 3/1/32 3,400 4,257 
  23,276 
Independent Power and Renewable Electricity Producers - 2.0%   
Dynegy, Inc.:   
7.375% 11/1/22 13,365 12,764 
7.625% 11/1/24 15,245 14,064 
8% 1/15/25 (b) 5,195 4,870 
Energy Future Holdings Corp.:   
10.875% 11/1/17 (e) 10,985 10,436 
11.25% 11/1/17 pay-in-kind (c)(e) 8,822 6,903 
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:   
11% 10/1/21 (e) 29,362 39,198 
12.25% 3/1/22 (b)(c)(e) 35,768 48,733 
Listrindo Capital BV 4.95% 9/14/26 (b) 2,110 2,057 
PPL Energy Supply LLC 6.5% 6/1/25 3,425 2,646 
TerraForm Power Operating LLC:   
6.375% 2/1/23 (b)(c) 11,640 11,786 
6.625% 6/15/25 (b)(c) 2,950 3,053 
TXU Corp.:   
5.55% 11/15/14 (e) 1,864 242 
6.5% 11/15/24 (e) 15,240 1,981 
6.55% 11/15/34 (e) 29,755 3,868 
  162,601 
TOTAL UTILITIES  207,869 
TOTAL NONCONVERTIBLE BONDS  3,634,908 
TOTAL CORPORATE BONDS   
(Cost $3,536,366)  3,635,412 
U.S. Government and Government Agency Obligations - 13.9%   
U.S. Government Agency Obligations - 0.4%   
Tennessee Valley Authority:   
1.75% 10/15/18 $15,059 $15,185 
4.25% 9/15/65 11,229 11,529 
5.25% 9/15/39 1,138 1,427 
5.375% 4/1/56 3,247 4,051 
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS  32,192 
U.S. Treasury Obligations - 13.1%   
U.S. Treasury Bonds:   
2.5% 2/15/46 9,500 8,421 
2.5% 5/15/46 4,886 4,331 
2.875% 8/15/45 27,219 26,132 
2.875% 11/15/46 15,285 14,721 
3% 11/15/44 5,258 5,182 
3.625% 2/15/44 72,443 80,126 
4.25% 5/15/39 26,600 32,237 
5.25% 2/15/29 (g)(h) 14,703 18,762 
6.125% 8/15/29 (g) 27,099 37,378 
7.5% 11/15/24 5,690 7,820 
7.875% 2/15/21 6,800 8,429 
8.125% 5/15/21 9,286 11,710 
U.S. Treasury Notes:   
0.875% 6/15/19 83,344 82,443 
1.125% 1/15/19 648 647 
1.125% 7/31/21 17,426 16,829 
1.125% 9/30/21 58,579 56,448 
1.25% 10/31/21(i) 27,000 26,156 
1.375% 2/28/19 41,776 41,882 
1.375% 12/15/19 17,738 17,687 
1.375% 8/31/23 7,000 6,624 
1.5% 12/31/18 3,624 3,644 
1.5% 1/31/19 919 924 
1.5% 10/31/19 31,231 31,292 
1.5% 1/31/22 25,140 24,547 
1.5% 8/15/26 2,021 1,856 
1.625% 4/30/19 33,973 34,228 
1.625% 6/30/19 39,152 39,430 
1.625% 12/31/19 10,776 10,823 
1.625% 6/30/20 1,783 1,783 
1.75% 9/30/19 35,592 35,927 
1.75% 12/31/20 1,389 1,387 
1.75% 11/30/21 6,000 5,949 
2% 9/30/20 126,474 127,804 
2% 12/31/21 18,000 18,048 
2% 7/31/22 3,557 3,540 
2% 2/15/25 14,185 13,787 
2% 8/15/25 1,953 1,889 
2% 11/15/26 53,820 51,699 
2.125% 6/30/21 11,000 11,108 
2.125% 5/15/25 17,332 16,967 
2.25% 7/31/21 55,359 56,174 
2.25% 12/31/23 92,531 92,460 
TOTAL U.S. TREASURY OBLIGATIONS  1,089,231 
Other Government Related - 0.4%   
National Credit Union Administration Guaranteed Notes:   
Series 2010-A1 Class A, 0.9989% 12/7/20 (NCUA Guaranteed) (c) 1,355 1,352 
Series 2011-R1 Class 1A, 0.982% 1/8/20 (NCUA Guaranteed) (c) 3,211 3,213 
Series 2011-R4 Class 1A, 0.912% 3/6/20 (NCUA Guaranteed) (c) 561 561 
National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed) 25,300 26,650 
TOTAL OTHER GOVERNMENT RELATED  31,776 
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $1,156,694)  1,153,199 
U.S. Government Agency - Mortgage Securities - 1.7%   
Fannie Mae - 1.2%   
2.54% 6/1/42 (c) 256 265 
2.55% 11/1/35 (c) 330 342 
2.551% 9/1/33 (c) 341 352 
2.6% 6/1/47 (c) 62 65 
2.603% 1/1/35 (c) 147 153 
2.615% 10/1/35 (c) 20 20 
2.647% 2/1/37 (c) 381 401 
2.69% 7/1/35 (c) 119 125 
2.69% 3/1/37 (c) 25 27 
2.698% 2/1/42 (c) 1,428 1,485 
2.715% 2/1/36 (c) 11 11 
2.769% 1/1/42 (c) 1,068 1,107 
2.802% 6/1/36 (c) 38 39 
2.815% 9/1/36 (c) 35 36 
2.85% 11/1/36 (c) 25 26 
2.852% 3/1/33 (c) 74 77 
2.915% 11/1/33 (c) 15 16 
2.943% 9/1/41 (c) 150 156 
2.972% 5/1/36 (c) 24 25 
2.973% 11/1/40 (c) 129 136 
2.975% 10/1/41 (c) 74 77 
3.008% 4/1/36 (c) 184 197 
3.239% 7/1/41 (c) 240 252 
3.272% 8/1/35 (c) 312 325 
3.353% 10/1/41 (c) 136 142 
3.5% 1/1/26 to 10/1/45 9,017 9,247 
3.5% 1/1/47 (j) 16,700 17,108 
3.549% 7/1/41 (c) 304 316 
4% 5/1/29 19,054 20,118 
4% 1/1/47 (j) 16,200 17,020 
4.5% 11/1/25 to 4/1/39 17,496 18,851 
5% 5/1/22 to 7/1/35 3,439 3,776 
5.5% 10/1/20 to 1/1/29 2,171 2,350 
6.5% 5/1/17 to 8/1/36 3,595 4,123 
7.5% 1/1/28 27 32 
TOTAL FANNIE MAE  98,798 
Freddie Mac - 0.2%   
2.2% 3/1/37 (c) 17 17 
2.555% 2/1/37 (c) 50 52 
2.57% 3/1/35 (c) 70 72 
2.571% 1/1/36 (c) 78 81 
2.602% 6/1/33 (c) 193 202 
2.66% 8/1/37 (c) 77 80 
2.699% 2/1/36 (c) 
2.813% 1/1/37 (c) 221 229 
2.85% 7/1/35 (c) 144 151 
2.875% 5/1/37 (c) 34 36 
2.925% 6/1/37 (c) 29 30 
2.936% 5/1/37 (c) 45 47 
2.949% 6/1/37 (c) 222 234 
2.99% 9/1/35 (c) 21 22 
3% 2/1/31 4,948 5,087 
3.026% 10/1/41 (c) 886 922 
3.035% 10/1/36 (c) 291 305 
3.065% 10/1/35 (c) 121 127 
3.065% 9/1/41 (c) 1,453 1,509 
3.07% 7/1/35 (c) 145 155 
3.076% 10/1/42 (c) 905 956 
3.156% 4/1/37 (c) 36 38 
3.183% 9/1/41 (c) 183 191 
3.202% 5/1/37 (c) 709 750 
3.22% 4/1/37 (c) 
3.221% 5/1/37 (c) 262 271 
3.221% 4/1/41 (c) 162 168 
3.246% 6/1/37 (c) 48 50 
3.28% 6/1/41 (c) 195 205 
3.295% 7/1/36 (c) 67 71 
3.392% 5/1/41 (c) 143 151 
3.638% 6/1/41 (c) 235 248 
3.672% 5/1/41 (c) 226 238 
3.845% 10/1/35 (c) 33 35 
6% 1/1/24 830 901 
6.5% 2/1/17 to 3/1/22 264 283 
8.5% 3/1/20 
TOTAL FREDDIE MAC  13,927 
Ginnie Mae - 0.3%   
4.3% 8/20/61 (k) 2,519 2,589 
4.649% 2/20/62 (k) 1,915 1,994 
4.682% 2/20/62 (k) 2,434 2,534 
4.684% 1/20/62 (k) 11,620 12,072 
5.47% 8/20/59 (k) 298 301 
5.5% 11/15/35 1,389 1,591 
6% 6/15/36 2,831 3,265 
7% 9/15/25 to 8/15/31 19 21 
7.5% 2/15/22 to 8/15/28 38 44 
8% 12/15/26 
TOTAL GINNIE MAE  24,411 
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES   
(Cost $136,747)  137,136 
Collateralized Mortgage Obligations - 3.6%   
U.S. Government Agency - 3.6%   
Fannie Mae:   
floater Series 2010-15 Class FJ, 1.6861% 6/25/36 (c) $3,239 $3,284 
planned amortization class:   
Series 2002-9 Class PC, 6% 3/25/17 
Series 2003-70 Class BJ, 5% 7/25/33 333 366 
Series 2005-19 Class PA, 5.5% 7/25/34 907 957 
Series 2005-27 Class NE, 5.5% 5/25/34 527 534 
Series 2005-64 Class PX, 5.5% 6/25/35 974 1,057 
Series 2005-68 Class CZ, 5.5% 8/25/35 3,031 3,394 
Series 2010-118 Class PB, 4.5% 10/25/40 3,310 3,503 
sequential payer:   
Series 2002-57 Class BD, 5.5% 9/25/17 
Series 2003-117 Class MD, 5% 12/25/23 668 712 
Series 2004-91 Class Z, 5% 12/25/34 2,914 3,216 
Series 2005-117 Class JN, 4.5% 1/25/36 808 855 
Series 2005-14 Class ZB, 5% 3/25/35 1,080 1,192 
Series 2006-72 Class CY, 6% 8/25/26 895 971 
Series 2009-59 Class HB, 5% 8/25/39 1,599 1,765 
Series 2010-97 Class CX, 4.5% 9/25/25 3,800 4,101 
Series 2009-85 Class IB, 4.5% 8/25/24 (l) 150 
Series 2009-93 Class IC, 4.5% 9/25/24 (l) 224 13 
Series 2010-139 Class NI, 4.5% 2/25/40 (l) 1,827 223 
Series 2010-39 Class FG, 1.6761% 3/25/36 (c) 2,012 2,053 
Series 2010-97 Class CI, 4.5% 8/25/25 (l) 526 35 
Series 2011-67 Class AI, 4% 7/25/26 (l) 532 57 
Series 2012-27 Class EZ, 4.25% 3/25/42 3,267 3,516 
Series 2016-26 Class CG, 3% 5/25/46 7,020 7,180 
Freddie Mac:   
floater:   
Series 2630 Class FL, 1.2039% 6/15/18 (c) 
Series 2711 Class FC, 1.6039% 2/15/33 (c) 1,055 1,071 
floater planned amortization class Series 2770 Class FH, 1.1039% 3/15/34 (c) 1,318 1,321 
planned amortization class:   
Series 2101 Class PD, 6% 11/15/28 42 46 
Series 2425 Class JH, 6% 3/15/17 
Series 2996 Class MK, 5.5% 6/15/35 103 114 
Series 3415 Class PC, 5% 12/15/37 472 502 
Series 3763 Class QA, 4% 4/15/34 616 623 
Series 3840 Class VA, 4.5% 9/15/27 1,702 1,780 
sequential payer:   
Series 2004-2802 Class ZG, 5.5% 5/15/34 5,243 5,852 
Series 2303 Class ZV, 6% 4/15/31 105 114 
Series 2877 Class ZD, 5% 10/15/34 3,531 3,898 
Series 3745 Class KV, 4.5% 12/15/26 3,016 3,254 
Series 3806 Class L, 3.5% 2/15/26 3,100 3,260 
Series 3843 Class PZ, 5% 4/15/41 1,115 1,284 
Freddie Mac Multi-family Structured pass-thru certificates sequential payer:   
Series 4335 Class AL, 4.25% 3/15/40 2,943 3,104 
Series 4341 Class ML, 3.5% 11/15/31 3,839 4,007 
Ginnie Mae guaranteed REMIC pass-thru certificates:   
floater:   
Series 2007-59 Class FC, 1.239% 7/20/37 (c) 683 686 
Series 2008-2 Class FD, 1.219% 1/20/38 (c) 168 168 
Series 2008-73 Class FA, 1.599% 8/20/38 (c) 1,119 1,138 
Series 2008-83 Class FB, 1.639% 9/20/38 (c) 996 1,014 
Series 2009-108 Class CF, 1.3073% 11/16/39 (c) 792 798 
Series 2009-116 Class KF, 1.2373% 12/16/39 (c) 579 582 
Series 2010-H17 Class FA, 0.9359% 7/20/60 (c)(k) 4,203 4,156 
Series 2010-H18 Class AF, 0.8304% 9/20/60 (c)(k) 5,129 5,068 
Series 2010-H19 Class FG, 0.8304% 8/20/60 (c)(k) 5,611 5,545 
Series 2010-H27 Series FA, 0.9104% 12/20/60 (c)(k) 1,924 1,906 
Series 2011-H05 Class FA, 1.0304% 12/20/60 (c)(k) 3,215 3,200 
Series 2011-H07 Class FA, 1.0304% 2/20/61 (c)(k) 6,168 6,142 
Series 2011-H12 Class FA, 1.0204% 2/20/61 (c)(k) 7,564 7,529 
Series 2011-H13 Class FA, 1.0304% 4/20/61 (c)(k) 2,786 2,774 
Series 2011-H14:   
Class FB, 1.0304% 5/20/61 (c)(k) 3,276 3,259 
Class FC, 1.0304% 5/20/61 (c)(k) 2,943 2,929 
Series 2011-H17 Class FA, 1.0604% 6/20/61 (c)(k) 3,921 3,908 
Series 2011-H21 Class FA, 1.1304% 10/20/61 (c)(k) 4,271 4,265 
Series 2012-H01 Class FA, 1.2304% 11/20/61 (c)(k) 3,695 3,702 
Series 2012-H03 Class FA, 1.2304% 1/20/62 (c)(k) 2,332 2,336 
Series 2012-H06 Class FA, 1.1604% 1/20/62 (c)(k) 3,593 3,592 
Series 2012-H07 Class FA, 1.1604% 3/20/62 (c)(k) 2,202 2,202 
Series 2013-H19:   
Class FC, 1.1304% 8/20/63 (c)(k) 529 528 
Class FD, 1.1304% 8/20/63 (c)(k) 1,413 1,411 
Series 2015-H13 Class FL, 0.8104% 5/20/63 (c)(k) 10,125 10,112 
Series 2015-H19 Class FA, 0.7304% 4/20/63 (c)(k) 9,653 9,631 
planned amortization class Series 2011-136 Class WI, 4.5% 5/20/40 (l) 1,267 159 
sequential payer:   
Series 2011-69 Class GX, 4.5% 5/16/40 4,910 5,337 
Series 2013-H06 Class HA, 1.65% 1/20/63 (k) 2,007 2,000 
Series 2014-H12 Class KA, 2.75% 5/20/64 (k) 2,534 2,565 
Series 2016-H02 Class FM, 1.0304% 9/20/62 (c)(k) 8,153 8,153 
Series 2016-H04 Class FE, 1.1804% 11/20/65 (c)(k) 2,677 2,680 
Series 2010-169 Class Z, 4.5% 12/20/40 2,429 2,579 
Series 2010-H15 Class TP, 5.15% 8/20/60 (k) 9,210 9,663 
Series 2010-H17 Class XP, 5.2995% 7/20/60 (c)(k) 11,146 11,626 
Series 2010-H18 Class PL, 5.01% 9/20/60 (c)(k) 9,034 9,459 
Series 2013-124:   
Class ES, 7.6813% 4/20/39 (c)(m) 3,961 4,208 
Class ST, 7.8147% 8/20/39 (c)(m) 7,676 8,359 
Series 2015-H17 Class HA, 2.5% 5/20/65 (k) 9,140 9,241 
Series 2015-H21:   
Class HA, 2.5% 6/20/63 (k) 26,896 27,222 
Class JA, 2.5% 6/20/65 (k) 2,515 2,546 
Series 2015-H30 Class HA, 1.75% 9/20/62 (c)(k) 18,602 18,490 
Series 2016-H13 Class FB, 1.18% 5/20/66 (c)(k) 9,531 9,509 
Series 2090-118 Class XZ, 5% 12/20/39 5,390 6,131 
TOTAL U.S. GOVERNMENT AGENCY   
(Cost $298,255)  297,743 
Commercial Mortgage Securities - 0.9%   
Freddie Mac:   
pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20 2,480 2,654 
sequential payer:   
Series K006 Class A2, 4.251% 1/25/20 10,365 10,972 
Series K027 Class A2, 2.637% 1/25/23 2,736 2,764 
Series K029 Class A2, 3.32% 2/25/23 (c) 1,343 1,406 
Series K034 Class A1, 2.669% 2/25/23 8,041 8,102 
Series K037 Class A2, 3.49% 1/25/24 4,311 4,538 
Series K713 Class A2, 2.313% 3/25/20 1,871 1,893 
Series K717 Class A2, 2.991% 9/25/21 1,559 1,611 
Series K039 Class A2, 3.303% 7/25/24 16,000 16,586 
Series K042 Class A2, 2.67% 12/25/24 13,200 13,081 
Freddie Mac Multi-family Structured pass-thru certificates Series K044 Class A2, 2.811% 1/25/25 12,200 12,202 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $76,415)  75,809 
Foreign Government and Government Agency Obligations - 15.3%   
Arab Republic 5.875% 6/11/25 (b) 1,298 1,177 
Arab Republic of Egypt:   
5.875% 6/11/25 3,125 2,835 
6.875% 4/30/40 (b) 750 651 
Argentine Republic:   
6.25% 4/22/19 (b) 13,745 14,673 
6.875% 4/22/21 (b) 30,025 31,977 
Australian Commonwealth:   
1.75% 11/21/20 AUD19,150 13,631 
3% 3/21/47 AUD21,950 13,635 
4.25% 4/21/26 AUD20,950 17,021 
Azerbaijan Republic 4.75% 3/18/24 (b) 1,115 1,107 
Banco Central del Uruguay:   
value recovery A rights 1/2/21 (n) 500,000 
value recovery B rights 1/2/21 (n) 750,000 
Belarus Republic 8.95% 1/26/18 16,510 17,025 
Brazilian Federative Republic:   
4.25% 1/7/25 1,975 1,847 
5.625% 1/7/41 5,810 5,169 
6% 4/7/26 1,300 1,346 
7.125% 1/20/37 11,810 12,312 
8.25% 1/20/34 16,020 18,506 
Buenos Aires Province:   
9.375% 9/14/18 (b) 2,525 2,778 
9.95% 6/9/21 (b) 6,285 7,066 
10.875% 1/26/21 (Reg. S) 16,821 19,302 
Buoni del Tesoro Poliennali:   
0.25% 5/15/18 EUR8,000 8,468 
0.35% 11/1/21 EUR350 364 
1.25% 12/1/26 EUR14,500 14,486 
2.7% 3/1/47(b) EUR7,400 7,473 
4.5% 3/1/24 EUR17,675 22,663 
Canadian Government:   
0.75% 3/1/21 CAD9,475 6,963 
1.5% 6/1/26 CAD52,350 38,250 
3.5% 12/1/45 CAD15,200 14,062 
Central Bank of Nigeria warrants 11/15/20 (n) 6,250 495 
City of Buenos Aires 8.95% 2/19/21 (b) 4,360 4,861 
Colombian Republic:   
4.375% 3/21/23 COP26,092,000 7,571 
5.625% 2/26/44 1,425 1,468 
7.375% 9/18/37 2,475 3,007 
10.375% 1/28/33 5,575 8,098 
Congo Republic 4% 6/30/29 (d) 8,709 5,462 
Costa Rican Republic:   
4.25% 1/26/23 (b) 850 776 
5.625% 4/30/43 (b) 640 504 
7% 4/4/44 (b) 4,285 3,916 
Croatia Republic:   
5.5% 4/4/23 (b) 1,350 1,424 
6% 1/26/24 (b) 1,100 1,192 
6.375% 3/24/21 (b) 2,495 2,719 
6.625% 7/14/20 (b) 1,755 1,909 
Danish Kingdom 1.75% 11/15/25 DKK64,500 10,279 
Democratic Socialist Republic of Sri Lanka:   
6.25% 10/4/20 (b) 1,780 1,825 
6.25% 7/27/21 (b) 1,190 1,208 
Dominican Republic:   
2.125% 8/30/24 (c) 12,693 11,852 
6.85% 1/27/45 (b) 1,855 1,752 
6.875% 1/29/26 (b) 2,765 2,874 
7.45% 4/30/44 (b) 4,565 4,611 
7.5% 5/6/21 (b) 3,790 4,113 
Dutch Government 2% 7/15/24 EUR6,150 7,428 
Ecuador Republic 9.65% 12/13/26 (b) 900 920 
El Salvador Republic 7.625% 2/1/41 (b) 770 690 
French Government:   
OAT:   
1.75% 5/25/23 EUR19,200 22,431 
3.25% 5/25/45 EUR9,125 13,218 
0% 5/25/22 EUR23,650 25,061 
0.5% 5/25/26 EUR33,550 34,966 
1.75% 5/25/66 (b) EUR4,000 4,095 
German Federal Republic:   
0% 10/8/21 EUR7,650 8,263 
0% 8/15/26(Reg. S) EUR41,650 43,027 
Hong Kong Government SAR 1.32% 12/23/19 HKD21,000 2,709 
Hungarian Republic 7.625% 3/29/41 1,227 1,714 
Indonesian Republic:   
4.75% 1/8/26 (b) 2,120 2,188 
6.625% 2/17/37 (b) 1,470 1,700 
7.75% 1/17/38 (b) 6,300 8,085 
8.375% 3/15/24 IDR124,734,000 9,467 
8.5% 10/12/35 (Reg. S) 5,820 7,895 
Irish Republic:   
1% 5/15/26(Reg. S) EUR10,700 11,507 
2% 2/18/45 (Reg.S) EUR6,329 7,136 
Islamic Republic of Pakistan:   
7.25% 4/15/19 (b) 6,215 6,578 
8.25% 4/15/24 (b) 1,150 1,247 
Israeli State (guaranteed by U.S. Government through Agency for International Development):   
5.5% 9/18/23 28,730 33,967 
5.5% 12/4/23 12,385 14,717 
Ivory Coast 5.75% 12/31/32 6,296 5,819 
Japan Government:   
0.1% 12/20/20 JPY5,760,550 49,716 
0.1% 6/20/26 JPY2,000,000 17,235 
0.4% 3/20/56 JPY1,150,000 8,550 
0.9% 6/20/22 JPY4,982,800 44,937 
1.9% 9/20/30 JPY4,785,000 50,273 
Jordanian Kingdom:   
2.503% 10/30/20 25,601 26,243 
3% 6/30/25 8,712 8,874 
5.75% 1/31/27 (b) 1,245 1,180 
Kazakhstan Republic 6.5% 7/21/45 (b) 1,020 1,168 
Kingdom of Norway 3.75% 5/25/21 NOK36,000 4,643 
Lebanese Republic:   
4% 12/31/17 4,755 4,689 
5% 10/12/17 4,420 4,418 
5.45% 11/28/19 1,430 1,393 
6% 5/20/19 1,715 1,711 
9% 3/20/17 5,175 5,213 
New Zealand Government 6% 5/15/21 NZD8,000 6,311 
Panamanian Republic:   
8.875% 9/30/27 500 686 
9.375% 4/1/29 875 1,234 
Perusahaan Penerbit SBSN 4.55% 3/29/26 (b) 2,110 2,121 
Peruvian Republic:   
4% 3/7/27 (d) 5,671 5,671 
6.35% 8/12/28 (b) PEN17,680 5,187 
8.2% 8/12/26 (Reg. S) PEN26,490 8,889 
Provincia de Cordoba:   
7.125% 6/10/21 (b) 7,565 7,773 
12.375% 8/17/17 (b) 3,120 3,292 
Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S) 5,288 5,349 
Republic of Armenia:   
6% 9/30/20 (b) 5,196 5,354 
7.15% 3/26/25 (b) 3,580 3,756 
Republic of Iraq 5.8% 1/15/28 (Reg. S) 13,170 10,930 
Republic of Kenya 6.875% 6/24/24 (b) 1,450 1,367 
Republic of Nigeria:   
5.125% 7/12/18 (b) 2,330 2,366 
6.75% 1/28/21 (b) 590 595 
Republic of Rwanda 6.625% 5/2/23 (b) 1,250 1,235 
Republic of Serbia:   
4.875% 2/25/20 (b) 725 737 
6.75% 11/1/24 (b) 4,540 4,599 
7.25% 9/28/21 (b) 3,750 4,181 
Republic of Singapore 3.25% 9/1/20 SGD22,800 16,610 
Russian Federation:   
4.875% 9/16/23 (b) 1,720 1,812 
5.625% 4/4/42 (b) 2,800 3,011 
5.875% 9/16/43 (b) 3,200 3,536 
7.5% 3/15/18 RUB417,605 6,759 
12.75% 6/24/28 (Reg. S) 16,105 27,348 
Spanish Kingdom:   
2.75% 10/31/24 (Reg. S) EUR10,475 12,398 
2.9% 10/31/46(Reg. S) (b) EUR15,475 17,304 
Sweden Kingdom 3.5% 6/1/22 SEK125,350 16,460 
Switzerland Confederation 4.25% 6/5/17 CHF21,500 21,584 
The Third Pakistan International Sukuk Co. Ltd. 5.5% 10/13/21 (b) 2,375 2,410 
Turkish Republic:   
4.875% 10/9/26 1,485 1,374 
5.125% 3/25/22 2,195 2,178 
5.625% 3/30/21 3,915 4,014 
6.25% 9/26/22 5,090 5,286 
6.75% 5/30/40 3,520 3,543 
6.875% 3/17/36 3,290 3,384 
7% 6/5/20 2,995 3,216 
7.25% 3/5/38 2,605 2,778 
7.375% 2/5/25 4,105 4,500 
7.5% 11/7/19 2,915 3,170 
8% 2/14/34 2,075 2,368 
9.4% 7/8/20 TRY31,105 8,484 
11.875% 1/15/30 3,695 5,534 
Turkiye Ihracat Kredi Bankasi A/S 5.375% 2/8/21 (b) 2,155 2,107 
Ukraine Government:   
0% 5/31/40 (b)(c) 2,209 665 
1.471% 9/29/21 3,400 3,319 
7.75% 9/1/19 (b) 1,281 1,288 
7.75% 9/1/20 (b) 1,867 1,841 
7.75% 9/1/21 (b) 1,089 1,063 
7.75% 9/1/22 (b) 1,089 1,054 
7.75% 9/1/23 (b) 1,089 1,045 
7.75% 9/1/24 (b) 1,089 1,035 
7.75% 9/1/25 (b) 1,089 1,023 
7.75% 9/1/26 (b) 1,089 1,019 
7.75% 9/1/27 (b) 1,089 1,011 
United Kingdom, Great Britain and Northern Ireland:   
1.25% 7/22/18 GBP11,950 15,000 
1.5% 1/22/21 GBP17,750 22,820 
1.5% 7/22/26(Reg. S) GBP1,700 2,144 
United Kingdom, Great Britain and Northern Ireland Treasury Indexed-Linked GILT 2.5% 7/22/65 (Reg. S) GBP16,300 25,522 
United Mexican States 6.5% 6/10/21 MXN126,650 5,958 
United Republic of Tanzania 7.2501% 3/9/20 (c) 486 508 
Uruguay Republic 7.875% 1/15/33 pay-in-kind 2,510 3,160 
Venezuelan Republic:   
oil recovery rights 4/15/20 (n) 97,601 220 
9.25% 9/15/27 10,305 5,230 
11.95% 8/5/31 (Reg. S) 5,065 2,824 
12.75% 8/23/22 2,800 1,736 
Vietnamese Socialist Republic:   
2.0625% 3/13/28 (c) 530 462 
4% 3/12/28 (d) 13,793 13,769 
4.8% 11/19/24 (b) 590 581 
6.75% 1/29/20 (b) 1,770 1,917 
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $1,281,343)  1,260,789 
 Shares Value (000s) 
Common Stocks - 5.1%   
CONSUMER DISCRETIONARY - 1.6%   
Auto Components - 0.4%   
Chassix Holdings, Inc. (o) 302,830 9,769 
Chassix Holdings, Inc. warrants 7/29/20 (o) 16,209 130 
Delphi Automotive PLC 99,300 6,688 
Exide Technologies (o) 3,795 
Exide Technologies (o) 12,652 
Lear Corp. 69,100 9,147 
Tenneco, Inc. (o) 117,300 7,328 
  33,062 
Automobiles - 0.0%   
General Motors Co. 4,305 150 
Diversified Consumer Services - 0.0%   
Houghton Mifflin Harcourt Co. warrants 6/22/19 (o)(p) 32,078 86 
Hotels, Restaurants & Leisure - 0.5%   
Extended Stay America, Inc. unit 664,300 10,728 
International Game Technology PLC 169,500 4,326 
Melco Crown Entertainment Ltd. sponsored ADR 205,200 3,263 
Red Rock Resorts, Inc. (b) 1,161,144 26,927 
  45,244 
Household Durables - 0.2%   
CalAtlantic Group, Inc. 155,500 5,289 
Newell Brands, Inc. 74,045 3,306 
Taylor Morrison Home Corp. (o) 296,100 5,703 
  14,298 
Internet & Direct Marketing Retail - 0.1%   
Expedia, Inc. 34,900 3,953 
Media - 0.4%   
DISH Network Corp. Class A (o) 182,200 10,555 
Naspers Ltd. Class N 73,600 10,745 
Sinclair Broadcast Group, Inc. Class A 387,900 12,936 
  34,236 
TOTAL CONSUMER DISCRETIONARY  131,029 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Ovation Acquisition I LLC (p) 1,446,490 
Food Products - 0.0%   
Reddy Ice Holdings, Inc. (o) 142,776 32 
TOTAL CONSUMER STAPLES  32 
ENERGY - 0.1%   
Energy Equipment & Services - 0.0%   
Hornbeck Offshore Services, Inc. (i)(o) 108,700 785 
Oil, Gas & Consumable Fuels - 0.1%   
Crestwood Equity Partners LP 60,500 1,546 
Goodrich Petroleum Corp. 48,395 600 
Pacific Exploration and Production Corp. 100,711 4,405 
Pacific Exploration and Production Corp. Class D 80,825 3,535 
  10,086 
TOTAL ENERGY  10,871 
FINANCIALS - 0.1%   
Capital Markets - 0.0%   
Penson Worldwide, Inc. Class A (o) 3,883,237 
Consumer Finance - 0.1%   
OneMain Holdings, Inc. (o) 206,600 4,574 
Diversified Financial Services - 0.0%   
Tricer Holdco S.C.A. (p) 213,632 1,474 
TOTAL FINANCIALS  6,048 
HEALTH CARE - 0.6%   
Biotechnology - 0.1%   
Alexion Pharmaceuticals, Inc. (o) 61,600 7,537 
Health Care Providers & Services - 0.3%   
Envision Healthcare Corp. (o) 108,700 6,880 
HCA Holdings, Inc. (o) 206,800 15,307 
Rotech Healthcare, Inc. (o) 68,276 770 
  22,957 
Pharmaceuticals - 0.2%   
Allergan PLC 58,800 12,349 
Patheon NV 212,000 6,087 
  18,436 
TOTAL HEALTH CARE  48,930 
INDUSTRIALS - 0.6%   
Airlines - 0.1%   
Air Canada (o) 806,200 8,208 
Delta Air Lines, Inc. 78,000 3,837 
  12,045 
Commercial Services & Supplies - 0.0%   
WP Rocket Holdings, Inc. (o)(p) 9,383,257 563 
Construction & Engineering - 0.1%   
AECOM (o) 133,900 4,869 
Marine - 0.0%   
U.S. Shipping Partners Corp. (o) 12,063 
U.S. Shipping Partners Corp. warrants 12/31/29 (o) 112,939 
  
Road & Rail - 0.0%   
Avis Budget Group, Inc. (o) 66,400 2,436 
Trading Companies & Distributors - 0.4%   
Air Lease Corp. Class A 123,200 4,229 
HD Supply Holdings, Inc. (o) 281,900 11,984 
Penhall Acquisition Co.:   
Class A (o) 6,088 495 
Class B (o) 2,029 165 
United Rentals, Inc. (o) 141,500 14,940 
  31,813 
TOTAL INDUSTRIALS  51,726 
INFORMATION TECHNOLOGY - 1.8%   
Communications Equipment - 0.1%   
CommScope Holding Co., Inc. (o) 115,000 4,278 
Electronic Equipment & Components - 0.1%   
CDW Corp. 221,500 11,538 
Internet Software& Services - 0.6%   
Alibaba Group Holding Ltd. sponsored ADR (o) 245,200 21,531 
Alphabet, Inc. Class A (o) 19,300 15,294 
Facebook, Inc. Class A (o) 125,400 14,427 
  51,252 
IT Services - 0.2%   
Global Payments, Inc. 61,200 4,248 
MasterCard, Inc. Class A 64,900 6,701 
PayPal Holdings, Inc. (o) 140,000 5,526 
  16,475 
Semiconductors & Semiconductor Equipment - 0.7%   
Broadcom Ltd. 58,100 10,270 
Cypress Semiconductor Corp. 5,171 59 
MagnaChip Semiconductor Corp. (o) 49,030 304 
Microsemi Corp. (o) 157,800 8,516 
NXP Semiconductors NV (o) 116,104 11,379 
Qorvo, Inc. (o) 249,827 13,173 
Skyworks Solutions, Inc. 190,600 14,230 
  57,931 
Software - 0.1%   
Electronic Arts, Inc. (o) 69,700 5,490 
TOTAL INFORMATION TECHNOLOGY  146,964 
MATERIALS - 0.1%   
Chemicals - 0.0%   
LyondellBasell Industries NV Class A 41,300 3,543 
Metals & Mining - 0.1%   
Aleris Corp. (o)(p) 38,307 364 
Freeport-McMoRan, Inc. (o) 348,000 4,590 
Mirabela Nickel Ltd. (o) 2,473,165 148 
  5,102 
TOTAL MATERIALS  8,645 
TELECOMMUNICATION SERVICES - 0.2%   
Wireless Telecommunication Services - 0.2%   
T-Mobile U.S., Inc. (o) 272,900 15,694 
UTILITIES - 0.0%   
Electric Utilities - 0.0%   
Portland General Electric Co. 7,275 315 
TOTAL COMMON STOCKS   
(Cost $412,410)  420,254 
Preferred Stocks - 0.1%   
Convertible Preferred Stocks - 0.1%   
CONSUMER STAPLES - 0.0%   
Food Products - 0.0%   
Reddy Ice Holdings, Inc. 7.00% pay-in-kind (o) 57,438 461 
HEALTH CARE - 0.1%   
Pharmaceuticals - 0.1%   
Allergan PLC 5.50% 8,700 6,633 
TOTAL CONVERTIBLE PREFERRED STOCKS  7,094 
Nonconvertible Preferred Stocks - 0.0%   
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
Tricer Holdco S.C.A.(p) 94,947,700 949 
TOTAL PREFERRED STOCKS   
(Cost $12,495)  8,043 
 Principal Amount (000s)(a) Value (000s) 
Bank Loan Obligations - 1.2%   
CONSUMER DISCRETIONARY - 0.4%   
Auto Components - 0.0%   
Chassix, Inc. term loan 12% 7/29/19 3,777 3,777 
Diversified Consumer Services - 0.1%   
KC Mergersub, Inc. Tranche L 2LN, term loan 10.25% 8/13/23 (c) 1,810 1,785 
Kuehg Corp. Tranche B 1LN, term loan 5.25% 8/13/22 (c) 4,834 4,882 
  6,667 
Hotels, Restaurants & Leisure - 0.3%   
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20(c) 5,293 5,336 
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (c) 15,330 15,421 
  20,757 
Media - 0.0%   
Livent, Inc. Tranche A, term loan 18% 1/15/49 pay-in-kind CAD27 10 
TOTAL CONSUMER DISCRETIONARY  31,211 
ENERGY - 0.3%   
Energy Equipment & Services - 0.0%   
Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (c) 8,425 5,737 
Oil, Gas & Consumable Fuels - 0.3%   
Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (c) 3,125 3,110 
California Resources Corp. Tranche 1LN, term loan 11.375% 12/31/21 (c) 3,755 4,162 
Chesapeake Energy Corp. Tranche 1LN, term loan 8.5% 8/23/21 (c) 5,265 5,723 
Peabody Energy Corp. Tranche B, term loan 0% 9/24/20 (e) 10,345 10,048 
  23,043 
TOTAL ENERGY  28,780 
FINANCIALS - 0.0%   
Consumer Finance - 0.0%   
Sears Roebuck Acceptance Corp. Tranche B, term loan 8.5% 7/20/20 (c) 4,260 4,255 
INFORMATION TECHNOLOGY - 0.3%   
Software - 0.3%   
Greeneden U.S. Holdings II LLC Tranche B, term loan 6.25% 12/1/23 (c) 6,175 6,279 
Kronos, Inc. term loan 9.25% 11/1/24 (c) 7,095 7,303 
Sophia L.P. Tranche B, term loan 4.75% 9/30/22 (c) 8,295 8,372 
  21,954 
MATERIALS - 0.1%   
Metals & Mining - 0.1%   
Essar Steel Algoma, Inc. Tranche B, term loan 0% 8/16/19 (e) 2,104 721 
Murray Energy Corp. Tranche B 2LN, term loan 8.25% 4/16/20 (c) 8,099 7,719 
  8,440 
TELECOMMUNICATION SERVICES - 0.1%   
Diversified Telecommunication Services - 0.1%   
Integra Telecom Holdings, Inc. Tranche B 1LN, term loan 5.25% 8/14/20 (c) 4,239 4,247 
Wireless Telecommunication Services - 0.0%   
Digicel International Finance Ltd.:   
Tranche D 1LN, term loan 4.5% 3/31/17 (c) 564 538 
Tranche D 2LN, term loan 4.4982% 3/31/19 (c) 2,821 2,694 
  3,232 
TOTAL TELECOMMUNICATION SERVICES  7,479 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $98,475)  102,119 
Sovereign Loan Participations - 0.1%   
Indonesian Republic loan participation:   
Citibank 1.9375% 12/14/19 (c) 2,326 2,303 
Goldman Sachs 1.9375% 12/14/19 (c) 2,132 2,110 
Mizuho 1.9375% 12/14/19 (c) 1,523 1,508 
TOTAL SOVEREIGN LOAN PARTICIPATIONS   
(Cost $5,653)  5,921 
 Shares Value (000s) 
Fixed-Income Funds - 7.1%   
Fidelity Floating Rate Central Fund (q)   
(Cost $585,119) 5,708,237 590,803 
 Principal Amount (000s)(a) Value (000s) 
Preferred Securities - 3.4%   
CONSUMER STAPLES - 0.1%   
Food Products - 0.1%   
Cosan Overseas Ltd. 8.25% (f) 8,065 8,144 
ENERGY - 0.0%   
Oil, Gas & Consumable Fuels - 0.0%   
Total SA 2.625% (Reg. S) (c)(f) EUR1,650 1,671 
FINANCIALS - 3.1%   
Banks - 2.7%   
Alfa Bond Issuance PLC 8% (Reg. S) (c)(f) 920 959 
Banco Do Brasil SA 9% (b)(c)(f) 2,755 2,599 
Bank of America Corp.:   
5.125% (c)(f) 10,690 10,552 
5.2% (c)(f) 23,520 22,654 
6.25% (c)(f) 7,170 7,316 
Barclays Bank PLC 7.625% 11/21/22 8,780 9,712 
BBVA Bancomer SA (Cayman Islands) 6.008% 5/17/22 (b)(c) 665 670 
Citigroup, Inc.:   
5.8% (c)(f) 8,960 9,106 
5.9% (c)(f) 13,975 14,444 
5.95% (c)(f) 25,260 26,240 
6.25% (c)(f) 6,405 6,864 
6.3% (c)(f) 2,145 2,144 
Intesa Sanpaolo SpA 8.375% (c)(f) EUR3,800 4,552 
JPMorgan Chase & Co.:   
5% (c)(f) 12,930 13,221 
5.3% (c)(f) 6,510 6,702 
6% (c)(f) 23,845 24,529 
6.125% (c)(f) 5,990 6,083 
6.75% (c)(f) 3,295 3,643 
Royal Bank of Scotland Group PLC 8.625% (c)(f) 4,955 5,056 
Wells Fargo & Co.:   
5.875% (c)(f) 19,480 20,506 
5.9% (c)(f) 24,365 24,554 
  222,106 
Capital Markets - 0.4%   
Bank of Scotland 7.281% (c)(f) GBP2,450 3,591 
Goldman Sachs Group, Inc.:   
5.375% (c)(f) 11,780 11,989 
5.7% (c)(f) 13,704 14,156 
  29,736 
Diversified Financial Services - 0.0%   
Magnesita Finance Ltd.:   
8.625% (b)(f) 3,035 2,908 
8.625% (Reg. S) (f) 380 364 
  3,272 
Insurance - 0.0%   
Society of Lloyd's 7.421% (c)(f) GBP2,906 3,758 
TOTAL FINANCIALS  258,872 
INDUSTRIALS - 0.1%   
Construction & Engineering - 0.1%   
Odebrecht Finance Ltd.:   
7.5% (b)(f) 17,445 10,532 
7.5% (Reg. S) (f) 250 151 
  10,683 
MATERIALS - 0.1%   
Metals & Mining - 0.1%   
CSN Islands XII Corp. 7% (Reg. S) (f) 6,850 3,471 
TOTAL PREFERRED SECURITIES   
(Cost $287,829)  282,841 
 Shares Value (000s) 
Money Market Funds - 4.6%   
Fidelity Cash Central Fund, 0.60% (r) 379,240,113 379,316 
Fidelity Securities Lending Cash Central Fund 0.65% (r)(s) 403,461 404 
TOTAL MONEY MARKET FUNDS   
(Cost $379,693)  379,720 
 Maturity Amount (000s) Value (000s) 
Cash Equivalents - 0.0%   
Investments in repurchase agreements in a joint trading account at 0.51%, dated 12/30/16 due 1/3/17 (Collateralized by U.S. Government Obligations) #(t)   
(Cost $1,514) 1,514 1,514 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $8,269,008)  8,351,303 
NET OTHER ASSETS (LIABILITIES) - (1.0)%(u)  (83,433) 
NET ASSETS - 100%  $8,267,870 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value (000s) Unrealized Appreciation/(Depreciation) (000s) 
Purchased    
Treasury Contracts    
282 CBOT 2-Year U.S. Treasury Note Contracts (United States) March 2017 61,106 $(60) 
269 CBOT Ultra Long Term U.S. Treasury Note Contracts (United States) March 2017 43,107 (391) 
TOTAL FUTURES CONTRACTS   $(451) 

The face value of futures purchased as a percentage of Net Assets is 1.3%

Swaps

Clearinghouse/Counterparty(1) Expiration Date Notional Amount (000s) Payment Received Payment Paid Value (000s) Upfront Premium Received/(Paid) (000s)(2) Unrealized Appreciation/(Depreciation) (000s) 
Interest Rate Swaps        
LCH Mar. 2047 $8,800 3-month LIBOR 2.25% $(134) $0 $(134) 

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

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


Currency Abbreviations

AUD – Australian dollar

CAD – Canadian dollar

CHF – Swiss franc

COP – Colombian peso

DKK – Danish krone

EUR – European Monetary Unit

GBP – British pound

HKD – Hong Kong dollar

IDR – Indonesian rupiah

INR – Indian rupee

JPY – Japanese yen

MXN – Mexican peso

NOK – Norwegian krone

NZD – New Zealand dollar

PEN – Peruvian new sol

RUB – Russian ruble

SEK – Swedish krona

SGD – Singapore dollar

TRY – Turkish Lira

Values shown as $0 may reflect amounts less than $500.

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 $1,923,313,000 or 23.3% of net assets.

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

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

 (e) Non-income producing - Security is in default.

 (f) Security is perpetual in nature with no stated maturity date.

 (g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $1,804,000.

 (h) Security or a portion of the security was pledged to cover margin requirements for centrally cleared OTC swaps. At period end, the value of securities pledged amounted to $1,300,000.

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

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

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

 (l) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

 (m) Coupon is inversely indexed to a floating interest rate multiplied by a specified factor. The price may be considerably more volatile than the price of a comparable fixed rate security.

 (n) Quantity represents share amount.

 (o) Non-income producing

 (p) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,436,000 or 0.0% of net assets.

 (q) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or 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.

 (r) 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.

 (s) Investment made with cash collateral received from securities on loan.

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

 (u) Includes cash collateral of $463,000 from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
Aleris Corp. 6/1/10 $1,341 
Houghton Mifflin Harcourt Co. warrants 6/22/19 6/22/12 $62 
Ovation Acquisition I LLC 12/23/15 $14 
Tricer Holdco S.C.A. 12/19/16 $5,239 
Tricer Holdco S.C.A. 12/19/16 $3,385 
WP Rocket Holdings, Inc. 6/24/11 - 2/2/15 $4,887 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $1,147 
Fidelity Floating Rate Central Fund 27,676 
Fidelity Securities Lending Cash Central Fund 
Total $28,828 

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds Value, end of period % ownership, end of period 
Fidelity Floating Rate Central Fund $503,366 $68,517 $11,255 $590,803 35.2% 
Total $503,366 $68,517 $11,255 $590,803  

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $131,029 $110,299 $10,831 $9,899 
Consumer Staples 493 -- -- 493 
Energy 10,871 10,871 -- -- 
Financials 6,997 4,574 -- 2,423 
Health Care 55,563 54,793 -- 770 
Industrials 51,726 50,503 -- 1,223 
Information Technology 146,964 146,964 -- -- 
Materials 8,645 8,133 -- 512 
Telecommunication Services 15,694 15,694 -- -- 
Utilities 315 315 -- -- 
Corporate Bonds 3,635,412 -- 3,624,437 10,975 
U.S. Government and Government Agency Obligations 1,153,199 -- 1,153,199 -- 
U.S. Government Agency - Mortgage Securities 137,136 -- 137,136 -- 
Collateralized Mortgage Obligations 297,743 -- 297,743 -- 
Commercial Mortgage Securities 75,809 -- 75,809 -- 
Foreign Government and Government Agency Obligations 1,260,789 -- 1,254,898 5,891 
Bank Loan Obligations 102,119 -- 95,100 7,019 
Sovereign Loan Participations 5,921 -- -- 5,921 
Fixed-Income Funds 590,803 590,803 -- -- 
Preferred Securities 282,841 -- 282,841 -- 
Money Market Funds 379,720 379,720 -- -- 
Cash Equivalents 1,514 -- 1,514 -- 
Total Investments in Securities: $8,351,303 $1,372,669 $6,933,508 $45,126 
Derivative Instruments:     
Liabilities     
Futures Contracts $(451) $(451) $-- $-- 
Swaps (134) -- (134) -- 
Total Liabilities $(585) $(451) $(134) $-- 
Total Derivative Instruments: $(585) $(451) $(134) $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of December 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
(Amounts in thousands)   
Interest Rate Risk   
Futures Contracts(a) $0 $(451) 
Swaps(b) (134) 
Total Value of Derivatives $0 $(585) 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).

 (b) For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin for centrally cleared OTC swaps is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) for centrally cleared OTC swaps is included in net unrealized appreciation (depreciation).


Other Information

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

Repurchase Agreement / Counterparty Value 
$1,514,000 due 1/03/17 at 0.51%  
J.P. Morgan Securities, Inc. $1,514 
 $1,514 

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 65.3% 
Netherlands 3.0% 
United Kingdom 2.7% 
France 2.6% 
Canada 2.5% 
Luxembourg 2.3% 
Japan 2.1% 
Argentina 2.0% 
Cayman Islands 1.4% 
Mexico 1.2% 
Ireland 1.1% 
Italy 1.1% 
Germany 1.0% 
Others (Individually Less Than 1%) 11.7% 
 100.0% 

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's Fixed-Income Central Funds

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $2,326 and repurchase agreements of $1,514) — See accompanying schedule:
Unaffiliated issuers (cost $7,304,196) 
$7,380,780  
Fidelity Central Funds (cost $964,812) 970,523  
Total Investments (cost $8,269,008)  $8,351,303 
Cash  487 
Receivable for investments sold  15,275 
Receivable for fund shares sold  10,223 
Dividends receivable  695 
Interest receivable  85,033 
Distributions receivable from Fidelity Central Funds  2,985 
Receivable for daily variation margin for derivative instruments  210 
Prepaid expenses  16 
Total assets  8,466,227 
Liabilities   
Payable for investments purchased   
Regular delivery $134,118  
Delayed delivery 33,791  
Payable for fund shares redeemed 18,984  
Distributions payable 1,890  
Accrued management fee 3,844  
Distribution and service plan fees payable 1,999  
Other affiliated payables 1,193  
Other payables and accrued expenses 157  
Collateral on Securities Loaned 2,381  
Total liabilities  198,357 
Net Assets  $8,267,870 
Net Assets consist of:   
Paid in capital  $8,183,351 
Undistributed net investment income  23,239 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (20,050) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  81,330 
Net Assets  $8,267,870 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($3,098,185 ÷ 260,700 shares)  $11.88 
Maximum offering price per share (100/96.00 of $11.88)  $12.38 
Class T:   
Net Asset Value and redemption price per share ($967,025 ÷ 81,414 shares)  $11.88 
Maximum offering price per share (100/96.00 of $11.88)  $12.38 
Class C:   
Net Asset Value and offering price per share ($1,375,962 ÷ 116,080 shares)(a)  $11.85 
Class I:   
Net Asset Value, offering price and redemption price per share ($2,826,698 ÷ 234,668 shares)  $12.05 

 (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

Amounts in thousands  Year ended December 31, 2016 
Investment Income   
Dividends  $21,061 
Interest  339,494 
Income from Fidelity Central Funds  28,828 
Total income  389,383 
Expenses   
Management fee $46,924  
Transfer agent fees 13,093  
Distribution and service plan fees 24,981  
Accounting and security lending fees 1,507  
Custodian fees and expenses 255  
Independent trustees' fees and expenses 38  
Registration fees 208  
Audit 250  
Legal 662  
Miscellaneous 610  
Total expenses before reductions 88,528  
Expense reductions (41) 88,487 
Net investment income (loss)  300,896 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 7,155  
Fidelity Central Funds (598)  
Foreign currency transactions (117)  
Futures contracts 956  
Swaps (372)  
Capital gain distributions from Fidelity Central Funds 287  
Total net realized gain (loss)  7,311 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
367,768  
Assets and liabilities in foreign currencies 89  
Futures contracts (780)  
Swaps (272)  
Total change in net unrealized appreciation (depreciation)  366,805 
Net gain (loss)  374,116 
Net increase (decrease) in net assets resulting from operations  $675,012 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $300,896 $320,164 
Net realized gain (loss) 7,311 (113,848) 
Change in net unrealized appreciation (depreciation) 366,805 (373,897) 
Net increase (decrease) in net assets resulting from operations 675,012 (167,581) 
Distributions to shareholders from net investment income (269,601) (233,484) 
Distributions to shareholders from net realized gain – (5,484) 
Distributions to shareholders from tax return of capital – (58,860) 
Total distributions (269,601) (297,828) 
Share transactions - net increase (decrease) (553,605) (536,896) 
Total increase (decrease) in net assets (148,194) (1,002,305) 
Net Assets   
Beginning of period 8,416,064 9,418,369 
End of period $8,267,870 $8,416,064 
Other Information   
Undistributed net investment income end of period $23,239 $4,723 

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


Financial Highlights — Fidelity Advisor Strategic Income Fund Class A

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $11.32 $11.92 $12.10 $12.69 $12.07 
Income from Investment Operations      
Net investment income (loss)A .428 .420 .422 .449 .479 
Net realized and unrealized gain (loss) .516 (.629) .005 (.441) .776 
Total from investment operations .944 (.209) .427 .008 1.255 
Distributions from net investment income (.384) (.307) (.419) (.431) (.442) 
Distributions from net realized gain – (.007) (.188) (.167) (.193) 
Tax return of capital – (.077) – – – 
Total distributions (.384) (.391) (.607) (.598) (.635) 
Net asset value, end of period $11.88 $11.32 $11.92 $12.10 $12.69 
Total ReturnB,C 8.42% (1.84)% 3.52% .08% 10.57% 
Ratios to Average Net AssetsD,E      
Expenses before reductions 1.01% 1.00% .99% .98% .98% 
Expenses net of fee waivers, if any 1.01% 1.00% .99% .98% .98% 
Expenses net of all reductions 1.01% 1.00% .99% .98% .98% 
Net investment income (loss) 3.64% 3.55% 3.42% 3.61% 3.83% 
Supplemental Data      
Net assets, end of period (in millions) $3,098 $3,274 $3,794 $4,205 $5,582 
Portfolio turnover rateF 76% 88% 121% 135% 126% 

 A Calculated based on average shares outstanding during the period.

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

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

 D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .005%.

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

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


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


Financial Highlights — Fidelity Advisor Strategic Income Fund Class T

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $11.31 $11.92 $12.10 $12.68 $12.07 
Income from Investment Operations      
Net investment income (loss)A .428 .420 .422 .449 .479 
Net realized and unrealized gain (loss) .526 (.639) .006 (.431) .766 
Total from investment operations .954 (.219) .428 .018 1.245 
Distributions from net investment income (.384) (.307) (.420) (.431) (.442) 
Distributions from net realized gain – (.007) (.188) (.167) (.193) 
Tax return of capital – (.077) – – – 
Total distributions (.384) (.391) (.608) (.598) (.635) 
Net asset value, end of period $11.88 $11.31 $11.92 $12.10 $12.68 
Total ReturnB,C 8.52% (1.93)% 3.52% .17% 10.49% 
Ratios to Average Net AssetsD,E      
Expenses before reductions 1.01% 1.00% .99% .98% .98% 
Expenses net of fee waivers, if any 1.00% 1.00% .99% .98% .98% 
Expenses net of all reductions 1.00% 1.00% .99% .98% .98% 
Net investment income (loss) 3.64% 3.55% 3.42% 3.61% 3.83% 
Supplemental Data      
Net assets, end of period (in millions) $967 $1,008 $1,179 $1,265 $1,554 
Portfolio turnover rateF 76% 88% 121% 135% 126% 

 A Calculated based on average shares outstanding during the period.

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

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

 D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .005%.

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

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


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


Financial Highlights — Fidelity Advisor Strategic Income Fund Class C

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $11.29 $11.89 $12.07 $12.66 $12.05 
Income from Investment Operations      
Net investment income (loss)A .339 .331 .329 .355 .384 
Net realized and unrealized gain (loss) .516 (.629) .007 (.440) .767 
Total from investment operations .855 (.298) .336 (.085) 1.151 
Distributions from net investment income (.295) (.236) (.328) (.338) (.348) 
Distributions from net realized gain – (.007) (.188) (.167) (.193) 
Tax return of capital – (.059) – – – 
Total distributions (.295) (.302) (.516) (.505) (.541) 
Net asset value, end of period $11.85 $11.29 $11.89 $12.07 $12.66 
Total ReturnB,C 7.63% (2.59)% 2.76% (.66)% 9.68% 
Ratios to Average Net AssetsD,E      
Expenses before reductions 1.75% 1.75% 1.73% 1.73% 1.73% 
Expenses net of fee waivers, if any 1.75% 1.75% 1.73% 1.73% 1.73% 
Expenses net of all reductions 1.75% 1.75% 1.73% 1.73% 1.73% 
Net investment income (loss) 2.90% 2.80% 2.67% 2.86% 3.08% 
Supplemental Data      
Net assets, end of period (in millions) $1,376 $1,429 $1,664 $1,767 $2,238 
Portfolio turnover rateF 76% 88% 121% 135% 126% 

 A Calculated based on average shares outstanding during the period.

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

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

 D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .005%.

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

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


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


Financial Highlights — Fidelity Advisor Strategic Income Fund Class I

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $11.47 $12.09 $12.26 $12.84 $12.21 
Income from Investment Operations      
Net investment income (loss)A .463 .452 .455 .484 .514 
Net realized and unrealized gain (loss) .535 (.650) .012 (.437) .779 
Total from investment operations .998 (.198) .467 .047 1.293 
Distributions from net investment income (.418) (.332) (.449) (.460) (.470) 
Distributions from net realized gain – (.007) (.188) (.167) (.193) 
Tax return of capital – (.083) – – – 
Total distributions (.418) (.422) (.637) (.627) (.663) 
Net asset value, end of period $12.05 $11.47 $12.09 $12.26 $12.84 
Total ReturnB 8.80% (1.73)% 3.80% .39% 10.78% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .76% .78% .76% .75% .75% 
Expenses net of fee waivers, if any .76% .78% .76% .75% .75% 
Expenses net of all reductions .76% .78% .76% .75% .75% 
Net investment income (loss) 3.89% 3.77% 3.65% 3.84% 4.07% 
Supplemental Data      
Net assets, end of period (in millions) $2,827 $2,640 $2,682 $2,179 $2,759 
Portfolio turnover rateE 76% 88% 121% 135% 126% 

 A Calculated based on average shares outstanding during the period.

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

 C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .005%.

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

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


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


Notes to Financial Statements

For the period ended December 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor Strategic Income Fund (the Fund) is a fund of Fidelity Advisor Series II (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Class I 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. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

After the close of business on June 24, 2016, all outstanding Class B shares were converted to Class A shares. All current fiscal period dollar and share amounts for Class B presented in the Notes to Financial Statements are for the period January 1, 2016 through June 24, 2016.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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 Fund. These strategies are consistent with the investment objectives of the 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 Fund. The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Fidelity Central Fund Investment Manager Investment Objective Investment Practices Expense Ratio(a) 
Fidelity Floating Rate Central Fund FMR Co., Inc. (FMRC) Seeks a high level of income by normally investing in floating rate loans and other floating rate securities. Loans & Direct Debt Instruments
Restricted Securities
 
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 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 institutional.fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the investments to the Fair Value Committee (the Committee) established by the 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 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 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:

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, bank loan obligations, foreign government and government agency obligations, preferred securities, U.S. government and government agency obligations and sovereign loan participations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. For foreign debt securities, when significant market or security specific events arise, valuations may be determined in good faith in accordance with procedures adopted by the Board. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

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, Exchange-Traded Funds (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. Utilizing these techniques may result in transfers between Level 1 and Level 2. 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.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 December 31, 2016 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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 may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to Interest in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 December 31, 2016, 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.

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

For the period ended December 31, 2015, the Fund's distributions exceeded the aggregate amount of taxable income resulting in a return of capital for tax purposes. This was due to reductions in taxable income available for distribution after certain distributions had been made.

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 the short-term gain distributions from the Fidelity Central Funds, futures contracts, swaps, foreign currency transactions, defaulted bonds, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards, losses deferred due to wash sales, futures contracts and excise tax regulations.

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

Gross unrealized appreciation $381,810 
Gross unrealized depreciation (279,084) 
Net unrealized appreciation (depreciation) on securities $102,726 
Tax Cost $8,248,577 

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

Capital loss carryforward $(10,036) 
Net unrealized appreciation (depreciation) on securities and other investments $102,207 

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

No expiration  
Short-term $(10,036) 

At period end, the Fund was required to defer approximately $288 of losses on futures contracts.

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Ordinary Income $269,601 $ 233,484 
Long-term Capital Gains – 5,484 
Tax Return of Capital – 58,860 
Total $269,601 $ 297,828 

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with Fidelity Management & Research Company (FMR), or other affiliated entities of FMR, are permitted to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities as Receivable for TBA sale commitments and TBA sale commitments, at value, respectively.

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Interest Rate Risk   
Futures Contracts $956 $(780) 
Swaps (372) (272) 
Totals $584 $(1,052) 

A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the bond market and fluctuations in interest rates.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

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

Centrally cleared OTC swaps require a fund to deposit either cash or securities (initial margin) with the FCM, at the instruction of and for the benefit of the clearinghouse. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.

Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swaps" and are representative of volume of activity during the period.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $3,785,105 and $4,277,802, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .56% of the Fund's average net assets.

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

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $8,049 $– 
Class T -% .25% 2,478 
Class B .65% .25% 241 174 
Class C .75% .25% 14,213 860 
   $24,981 $1,038 

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

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

 Retained
by FDC 
Class A $181 
Class T 38 
Class B(a) 11 
Class C(a) 69 
 $299 

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


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of 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. 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 $5,029 .16 
Class T 1,517 .15 
Class B 49 .19 
Class C 2,149 .15 
Class I 4,349 .16 
 $13,093  

Accounting and Security Lending 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. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $7 for the period.

Interfund Trades. The Fund 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. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $22 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents and/or the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers 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. Total security lending income during the period amounted to $85. Net income from the Fidelity Securities Lending Cash Central Fund during the period, presented in the Statement of Operations as a component of income from Fidelity Central Funds, amounted to $5. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $6 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $35.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
December 31, 2016 
Year ended December 31, 2015 
From net investment income   
Class A $105,285 $94,615 
Class T 32,421 28,973 
Class B 693 1,690 
Class C 35,849 31,591 
Class I 95,353 76,615 
Total $269,601 $233,484 
From net realized gain   
Class A $– $2,214 
Class T – 683 
Class B – 56 
Class C – 968 
Class I – 1,563 
Total $– $5,484 
Tax Return of Capital   
Class A $– $23,902 
Class T – 7,317 
Class B – 432 
Class C – 7,973 
Class I – 19,236 
Total $– $58,860 

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended
December 31, 2016 
Year ended December 31, 2015 Year ended
December 31, 2016 
Year ended December 31, 2015 
Class A     
Shares sold 45,966 48,714 $539,975 $577,320 
Reinvestment of distributions 8,576 9,801 100,874 115,813 
Shares redeemed (83,137) (87,401) (974,275) (1,030,441) 
Net increase (decrease) (28,595) (28,886) $(333,426) $(337,308) 
Class T     
Shares sold 10,145 10,166 $119,353 $120,194 
Reinvestment of distributions 2,634 2,998 30,978 35,402 
Shares redeemed (20,492) (22,932) (239,762) (270,556) 
Net increase (decrease) (7,713) (9,768) $(89,431) $(114,960) 
Class B     
Shares sold 64 110 $739 $1,177 
Reinvestment of distributions 47 159 542 1,887 
Shares redeemed (5,773) (2,979) (67,637) (35,256) 
Net increase (decrease) (5,662) (2,710) $(66,356) $(32,192) 
Class C     
Shares sold 13,190 14,916 $154,715 $176,036 
Reinvestment of distributions 2,669 2,982 31,318 35,147 
Shares redeemed (26,365) (31,219) (308,384) (367,182) 
Net increase (decrease) (10,506) (13,321) $(122,351) $(155,999) 
Class I     
Shares sold 81,336 71,784 $970,701 $860,421 
Reinvestment of distributions 7,280 7,339 86,872 87,819 
Shares redeemed (84,104) (70,846) (999,614) (844,677) 
Net increase (decrease) 4,512 8,277 $57,959 $103,563 

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

13. Credit Risk.

The Fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the Fund's investments and the income they generate, as well as the Fund's ability to repatriate such amounts.

14. Litigation.

The Fund, and other entities managed by FMR or its affiliates, became aware in March 2015 that they were named as defendants in a lawsuit originally filed in the United States Bankruptcy Court for the Southern District of New York in 2009. The lawsuit was brought by creditors of Motors Liquidation Company (f/k/a General Motors), which went through Chapter 11 bankruptcy proceedings in 2009, and is captioned Official Committee of Unsecured Creditors of Motors Liquidation Company v. JPMorgan Chase Bank, N.A., et al., Adversary No. 09-00504 (REG). The plaintiffs are seeking an order that the Fund and other defendants return proceeds received in 2009 in full payment of the principal and interest on General Motors secured debt. The plaintiffs contend that the Fund and the other defendants were not secured creditors at the time of the 2009 payments and, thus, were not entitled to payment in full. In January 2015, the Court of Appeals ruled that JPMorgan, as administrative agent for all of the debtholders, released the security interest on certain collateral securing the debt prior to the 2009 payments. The parties to the dispute have commenced discovery on the value of remaining, unreleased collateral. At this time, Management cannot determine the amount of loss that may be realized, but expects the amount to be less than the $24,325 received in 2009. The Fund was not previously aware that it had been named as a defendant in this case because, in 2009, the Bankruptcy Court allowed the plaintiffs to refrain from serving any of the defendants other than JPMorgan with notice of the filing of the lawsuit. The Fund is exploring all available options for minimizing any loss and is incurring legal costs in defending the case.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Strategic Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the schedule of investments, as of December 31, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodians 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.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Strategic Income Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 21, 2017

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.  Each of the Trustees oversees 243 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 1-877-208-0098.

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. Marie L. Knowles 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, sector 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+

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 FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, 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. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a 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: 2016

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2016

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors 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 is also a director or trustee of many community and professional organizations.

 + 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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds, 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).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
July 1, 2016 
Ending
Account Value
December 31, 2016 
Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Class A 1.00%    
Actual  $1,000.00 $1,021.60 $5.08 
Hypothetical-C  $1,000.00 $1,020.11 $5.08 
Class T 1.00%    
Actual  $1,000.00 $1,022.50 $5.08 
Hypothetical-C  $1,000.00 $1,020.11 $5.08 
Class C 1.74%    
Actual  $1,000.00 $1,018.70 $8.83 
Hypothetical-C  $1,000.00 $1,016.39 $8.82 
Class I .75%    
Actual  $1,000.00 $1,024.50 $3.82 
Hypothetical-C  $1,000.00 $1,021.37 $3.81 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio. In addition to the expenses noted above, the Fund also indirectly bears its proportional share of the expenses of the underlying Fidelity Central Funds. Annualized expenses of the underlying non-money market Fidelity Central Funds as of their most recent fiscal half year were less than .005%.

 C 5% return per year before expenses


Distributions (Unaudited)

A total of 5.19% 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 $179,025,484 of distributions paid during the period January 1, 2016 to December 31, 2016 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Strategic 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 (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information 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 consider 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 ad hoc joint committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2016 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 to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be 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.

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, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted 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, 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 FMR, the sub-advisers (together with FMR, 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 or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of 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 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 investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers 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; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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 took into account discussions with representatives of the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. 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 securities market indices, including a customized blended index representative of the fund's asset classes (each a "benchmark index") and a peer group of funds with similar objectives ("peer group"), if any. 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 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. 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.

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-Size 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 considered by the Board.

Fidelity Advisor Strategic Income Fund


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 2015.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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 each class's total expense ratio, 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 and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and Class T ranked below the competitive median for 2015, the total expense ratio of Class C ranked equal to the competitive median for 2015, and the total expense ratio of Class I ranked above the competitive median for 2015. The Board considered that, in general, various factors can affect total expense ratios. The Board also considered that Class I was above the competitive median primarily due to the impact of higher transfer agent fee rates, that a cap on the transfer agent rate was implemented in early 2016 and that, had this cap been in effect in 2015, Class I would have ranked below the competitive median. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

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 an ad hoc joint committee created by it and the boards of other Fidelity funds periodically (most recently in 2013) reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that, although Class I was above the median of the universe presented for comparison, 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.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's 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 the fund profitability information and its conformity to established allocation methodologies. After considering PwC's 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 fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and 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 (most recently in 2013) 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 (with "group assets" defined to include fund assets under FMR's management plus the assets of sector funds previously under FMR's management). 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 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, 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) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) Fidelity's long-term expectations for its offerings in the workplace investing channel; (ix) new developments in the retail and institutional marketplaces; (x) the approach to considering "fall-out" benefits; and (xi) the impact of money market reform on Fidelity's money market funds, including with respect to costs and profitability. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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 structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Proxy Voting Results

A special meeting of shareholders was held on April 13, 2016. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. 
 # of
Votes 
% of
Votes 
Elizabeth S. Acton   
Affirmative 10,101,619,930.43 98.463 
Withheld 157,758,921.92 1.537 
TOTAL 10,259,378,852.35 100.000 
John Engler   
Affirmative 10,090,282,853.06 98.352 
Withheld 169,095,999.29 1.648 
TOTAL 10,259,378,852.35 100.000 
Albert R. Gamper, Jr.   
Affirmative 10,089,041,467.11 98.340 
Withheld 170,337,385.24 1.660 
TOTAL 10,259,378,852.35 100.000 
Robert F. Gartland   
Affirmative 10,099,626,114.68 98.443 
Withheld 159,752,737.67 1.557 
TOTAL 10,259,378,852.35 100.000 
Abigail P. Johnson   
Affirmative 10,086,662,725.59 98.317 
Withheld 172,716,126.76 1.683 
TOTAL 10,259,378,852.35 100.000 
Arthur E. Johnson   
Affirmative 10,096,352,195.08 98.411 
Withheld 163,026,657.27 1.589 
TOTAL 10,259,378,852.35 100.000 
Michael E. Kenneally   
Affirmative 10,099,945,094.73 98.446 
Withheld 159,433,757.62 1.554 
TOTAL 10,259,378,852.35 100.000 
James H. Keyes   
Affirmative 10,089,844,753.01 98.348 
Withheld 169,534,099.34 1.652 
TOTAL 10,259,378,852.35 100.000 
Marie L. Knowles   
Affirmative 10,088,735,154.35 98.337 
Withheld 170,643,698.00 1.663 
TOTAL 10,259,378,852.35 100.000 
Geoffrey A. von Kuhn   
Affirmative 10,091,118,196.46 98.360 
Withheld 168,260,655.89 1.640 
TOTAL 10,259,378,852.35 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

SI-ANN-0217
1.540220.119




Item 2.

Code of Ethics


As of the end of the period, December 31, 2016, Fidelity Advisor Series II (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that 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 Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Advisor Strategic Income Fund (the “Fund”):


Services Billed by Deloitte Entities


December 31, 2016 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Strategic Income Fund

 $205,000  

$-

 $7,000

$5,600



December 31, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Strategic Income Fund

 $102,000  

$-

 $6,100

$2,600



A Amounts may reflect rounding.


The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund and that are rendered on behalf of Fidelity Management &



Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):


Services Billed by Deloitte Entities



 

December 31, 2016A

December 31, 2015A

Audit-Related Fees

 $35,000

 $-

Tax Fees

$-

$10,000

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 Deloitte Entities for services rendered to the Fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund are as follows:


Billed By

December 31, 2016 A

December 31, 2015 A

Deloitte Entities

$280,000

$45,000


A Amounts may reflect rounding.



The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the



Fund, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund and its related entities and FMR’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.


Audit Committee Pre-Approval Policies and Procedures

 

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.


The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.


All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.


Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.


Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)


There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund’s last two fiscal years relating to services provided to (i) the Fund or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund.




Item 5.

Audit Committee of Listed Registrants


Not applicable.




Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.


(a)(ii)  There was no change in the trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust’s internal control over financial reporting.


Item 12.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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




SIGNATURES


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


Fidelity Advisor Series II


By:

/s/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

February 24, 2017



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/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

February 24, 2017



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

February 24, 2017