N-CSR 1 Main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4085

Fidelity Income Fund
(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:

August 31

 

 

Date of reporting period:

August 31, 2015

Item 1. Reports to Stockholders

Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

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

Government Income

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

Annual Report

August 31, 2015

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Government Income Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

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. © 2015 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.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge) A

-2.40%

1.21%

3.47%

  Class T (incl. 4.00% sales charge) B

-2.39%

1.22%

3.49%

  Class B (incl. contingent deferred sales charge) C

-4.07%

0.93%

3.38%

  Class C (incl. contingent deferred sales charge) D

-0.12%

1.27%

3.21%

A As of April 1, 2007, Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on October 24, 2006. Returns between October 24, 2006, and March 31, 2007, reflect a 0.15% 12b-1 fee. Returns prior to October 24, 2006, are those of Fidelity® Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class A's current 12b-1 fee been reflected, returns prior to April 1, 2007, would have been lower.

B Class T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity® Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class T's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower.

C Class B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class B's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class C's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower. 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.

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Government Income Fund - Class A on August 31, 2005, 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 Barclays® U.S. Government Bond Index performed over the same period. See footnote A on the previous page for additional information regarding the performance of Class A.

gvt2126670

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from William Irving, Lead Portfolio Manager: The fund's share classes posted low single-digit gains for the 12 months (excluding sales charges, if applicable), but overall lagged the 2.37% return of the benchmark Barclays 75% U.S. Government/25% U.S MBS Blended Index. Owning Treasury Inflation-Protected Securities (TIPS), which are not in the benchmark, hurt us. TIPS performed poorly as inflation expectations dropped to a five-year low. The fund's performance was hurt also by "pricing basis." The fund is priced daily at 4:00 p.m. Eastern time, while the benchmark is priced at 3:00 p.m. Eastern. This led to pricing dispersion on the final hour of the final day of the review period. In contrast, our focus on certain prepayment-resistant mortgage-backed securities (MBS) proved a plus, more than offsetting the modest amount of ground we lost by slightly overweighting the sector in lieu of comparable Treasuries. For example, our overweighting in high-coupon MBS aided our result. Overweighting reverse-mortgage securities, which can help older homeowners turn a portion of their home equity into cash, was another plus.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015 to
August 31, 2015

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class B

1.48%

 

 

 

Actual

 

$ 1,000.00

$ 993.10

$ 7.44

HypotheticalA

 

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

1.53%

 

 

 

Actual

 

$ 1,000.00

$ 992.90

$ 7.69

HypotheticalA

 

$ 1,000.00

$ 1,017.49

$ 7.78

Government Income

.45%

 

 

 

Actual

 

$ 1,000.00

$ 998.30

$ 2.27

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 998.10

$ 2.52

HypotheticalA

 

$ 1,000.00

$ 1,022.68

$ 2.55

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying 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%.

Annual Report


Investment Changes (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.

Coupon Distribution as of August 31, 2015

 

% of fund's investments

% of fund's investments
6 months ago

Zero coupon bonds

0.0

0.0

0.01 - 0.99%

17.1

17.1

1 - 1.99%

23.1

24.3

2 - 2.99%

12.3

10.5

3 - 3.99%

22.4

20.5

4 - 4.99%

13.2

13.9

5 - 5.99%

9.2

9.2

6 - 6.99%

0.7

0.9

7% and above

0.7

0.9

 

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

5.9

6.0

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.0

4.8

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

gvt2126672

Mortgage
Securities 24.5%

 

gvt2126674

Mortgage
Securities 25.7%

 

gvt2126676

CMOs and
Other Mortgage
Related Securities 24.7%

 

gvt2126678

CMOs and
Other Mortgage
Related Securities 16.2%

 

gvt2126680

U.S. Treasury
Obligations 47.1%

 

gvt2126682

U.S. Treasury
Obligations 51.9%

 

gvt2126684

U.S. Government
Agency
Obligations 2.8%

 

gvt2126686

U.S. Government
Agency
Obligations 2.8%

 

gvt2126688

Foreign Government & Government Agency Obligations 3.6%

 

gvt2126690

Foreign Government & Government Agency Obligations 2.9%

 

gvt2126692

Short-Term
Investments and
Net Other Assets (Liabilities)†† (2.7)%

 

gvt2126694

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

gvt2126696

* Foreign investments

3.6%

 

** Foreign investments

2.9%

 

* Futures and Swaps

3.2%

 

** Futures and Swaps

3.8%

 

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 investments in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

†† Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

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

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 49.9%

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

1.125% 7/20/18

$ 229

$ 229

1.625% 11/27/18

913

924

Small Business Administration guaranteed development participation certificates:

Series 2002-20J Class 1, 4.75% 10/1/22

1,359

1,431

Series 2002-20K Class 1, 5.08% 11/1/22

2,161

2,317

Series 2004-20H Class 1, 5.17% 8/1/24

744

806

Tennessee Valley Authority:

1.75% 10/15/18

23,006

23,365

5.25% 9/15/39

2,807

3,445

5.375% 4/1/56

3,438

4,241

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

36,758

U.S. Treasury Inflation-Protected Obligations - 1.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

58,733

52,833

1.375% 2/15/44

23,946

25,152

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

77,985

U.S. Treasury Obligations - 45.3%

U.S. Treasury Bonds:

2.875% 8/15/45

16,000

15,744

3% 11/15/44

22,500

22,611

3% 5/15/45

63,797

64,249

3.375% 5/15/44

6,265

6,764

3.625% 2/15/44 (e)

27,582

31,186

4.375% 2/15/38

51,154

64,683

5% 5/15/37 (d)

41,142

56,624

U.S. Treasury Notes:

0.375% 10/31/16

66,800

66,704

0.5% 2/28/17

64,339

64,236

0.5% 3/31/17

15,000

14,968

0.5% 4/30/17

49,500

49,371

0.625% 11/15/16

4,315

4,320

0.625% 12/15/16

1,129

1,130

0.625% 12/31/16

62,265

62,318

0.625% 2/15/17

12,000

12,003

0.625% 7/31/17

40,000

39,935

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

0.625% 8/31/17

$ 20,000

$ 19,953

0.75% 1/15/17

10,000

10,022

0.75% 6/30/17

3,736

3,738

0.75% 4/15/18

46,723

46,435

0.875% 11/30/16

7,522

7,554

0.875% 1/31/17

704

707

0.875% 5/15/17

15,893

15,944

0.875% 8/15/17

715

717

0.875% 10/15/17

4,191

4,195

0.875% 1/31/18

4,683

4,677

0.875% 7/31/19

6,174

6,056

1% 9/30/16

41,719

41,962

1% 10/31/16

39,991

40,219

1% 5/31/18

58,578

58,531

1% 8/15/18

20,000

19,966

1.25% 11/30/18

35,000

35,076

1.375% 7/31/18

14,780

14,908

1.375% 9/30/18

17,526

17,657

1.375% 2/28/19

69,770

70,048

1.375% 3/31/20

144,474

143,676

1.375% 4/30/20

4,172

4,146

1.375% 8/31/20

25,000

24,813

1.5% 12/31/18

10,768

10,868

1.5% 1/31/19

43,197

43,568

1.5% 1/31/22

59,399

57,988

1.625% 4/30/19

11,603

11,735

1.625% 6/30/19

51,223

51,747

1.625% 12/31/19

41,368

41,643

1.625% 6/30/20

21,692

21,777

1.625% 7/31/20 (b)

30,000

30,100

1.75% 9/30/19

78,340

79,388

1.75% 10/31/20

18,000

18,096

1.75% 2/28/22

5,000

4,953

1.75% 3/31/22

19,942

19,740

1.875% 8/31/17

27,000

27,581

1.875% 9/30/17

67,400

68,865

1.875% 8/31/22

15,000

14,955

2% 5/31/21

10,000

10,119

2% 7/31/22

10,000

10,043

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2% 8/15/25

$ 15,000

$ 14,713

2.125% 6/30/21

22,000

22,400

2.125% 12/31/21

2,000

2,029

2.125% 6/30/22

51,197

51,860

2.125% 5/15/25

6,000

5,946

2.25% 3/31/21

17,358

17,828

2.25% 4/30/21

32,286

33,130

2.375% 7/31/17

741

764

2.5% 6/30/17

10,000

10,324

2.75% 11/30/16

18,530

19,043

3.125% 1/31/17

39,773

41,180

3.5% 2/15/18

23,836

25,314

4.5% 5/15/17

24,685

26,292

4.75% 8/15/17

12,983

13,985

TOTAL U.S. TREASURY OBLIGATIONS

1,975,820

Other Government Related - 2.0%

National Credit Union Administration Guaranteed Notes:

Series 2010-A1 Class A, 0.5385% 12/7/20 (NCUA Guaranteed) (f)

4,583

4,576

Series 2011-R4 Class 1A, 0.5708% 3/6/20 (NCUA Guaranteed) (f)

3,436

3,442

National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed)

74,000

80,012

TOTAL OTHER GOVERNMENT RELATED

88,030

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,157,352)

2,178,593

U.S. Government Agency - Mortgage Securities - 3.6%

 

Fannie Mae - 1.8%

1.85% 10/1/33 (f)

186

193

1.885% 2/1/33 (f)

112

117

1.91% 12/1/34 (f)

196

205

1.91% 3/1/35 (f)

96

101

1.915% 11/1/33 (f)

277

291

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

1.931% 10/1/33 (f)

$ 65

$ 68

1.94% 7/1/35 (f)

68

71

2.05% 3/1/35 (f)

16

17

2.149% 3/1/36 (f)

664

701

2.19% 3/1/37 (f)

115

122

2.194% 7/1/34 (f)

118

125

2.273% 3/1/40 (f)

2,140

2,285

2.302% 6/1/36 (f)

189

202

2.334% 7/1/35 (f)

252

267

2.36% 11/1/36 (f)

119

127

2.421% 10/1/33 (f)

133

142

2.458% 3/1/35 (f)

100

107

2.511% 2/1/36 (f)

50

53

2.544% 5/1/36 (f)

182

194

2.557% 6/1/42 (f)

415

429

2.69% 2/1/42 (f)

2,314

2,393

2.758% 1/1/42 (f)

2,206

2,294

2.96% 11/1/40 (f)

244

256

2.982% 9/1/41 (f)

251

261

3% 9/1/45 (c)

20,700

20,789

3% 10/1/45 (c)

20,700

20,738

3.059% 10/1/41 (f)

111

116

3.239% 7/1/41 (f)

418

442

3.309% 10/1/41 (f)

235

247

3.554% 7/1/41 (f)

476

504

4% 2/1/42

488

521

4.5% 7/1/33 to 4/1/39

4,804

5,265

4.5% 9/1/45 (c)

4,800

5,200

5% 7/1/35

10,649

11,792

5.5% 1/1/29

2,275

2,542

6.5% 2/1/17 to 5/1/27

438

493

9.5% 10/1/20

13

14

11.5% 6/15/19 to 1/15/21

3

3

 

79,687

Freddie Mac - 0.5%

1.82% 3/1/35 (f)

470

488

2.121% 5/1/37 (f)

323

345

2.394% 10/1/42 (f)

2,460

2,594

2.49% 6/1/35 (f)

456

485

2.506% 2/1/36 (f)

29

31

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

2.722% 3/1/33 (f)

$ 22

$ 24

2.757% 7/1/36 (f)

371

397

2.798% 7/1/35 (f)

1,216

1,301

3% 11/1/42 to 2/1/43

4,474

4,529

3.091% 9/1/41 (f)

2,412

2,510

3.155% 10/1/35 (f)

180

191

3.22% 9/1/41 (f)

271

284

3.235% 4/1/41 (f)

293

307

3.289% 6/1/41 (f)

311

329

3.444% 5/1/41 (f)

290

304

3.62% 6/1/41 (f)

452

478

3.705% 5/1/41 (f)

386

409

4.5% 5/1/39 to 10/1/41

4,137

4,530

5.5% 7/1/29

46

52

6% 1/1/24

1,784

1,966

9.5% 6/1/18 to 8/1/21

24

26

 

21,580

Ginnie Mae - 1.3%

3.5% 9/1/45 (c)

100

104

4.3% 8/20/61 (k)

4,958

5,215

4.649% 2/20/62 (k)

3,412

3,662

4.682% 2/20/62 (k)

4,302

4,609

4.684% 1/20/62 (k)

25,578

27,361

5.47% 8/20/59 (k)

1,685

1,739

5.5% 11/15/35

2,634

2,983

5.612% 4/20/58 (k)

1,470

1,493

6% 6/15/36

5,823

6,779

 

53,945

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $153,186)

155,212

Collateralized Mortgage Obligations - 14.2%

 

U.S. Government Agency - 14.2%

Fannie Mae:

floater:

Series 2001-38 Class QF, 1.1794% 8/25/31 (f)

130

133

Series 2002-49 Class FB, 0.7996% 11/18/31 (f)

118

119

Series 2002-60 Class FV, 1.1994% 4/25/32 (f)

51

52

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

floater:

Series 2002-75 Class FA, 1.1994% 11/25/32 (f)

$ 105

$ 107

Series 2010-15 Class FJ, 1.1294% 6/25/36 (f)

8,297

8,452

planned amortization class:

Series 2005-19 Class PA, 5.5% 7/25/34

2,806

3,039

Series 2005-27 Class NE, 5.5% 5/25/34

2,058

2,134

Series 2005-64 Class PX, 5.5% 6/25/35

2,775

3,041

Series 2005-68 Class CZ, 5.5% 8/25/35

5,673

6,372

Series 2006-45 Class OP, 0% 6/25/36 (i)

1,186

1,053

Series 2010-118 Class PB, 4.5% 10/25/40

7,053

7,607

Series 2015-5 Class CP, 3% 6/25/43

42,093

43,657

Series 2015-54 Class GA, 2.5% 7/25/45

12,965

13,320

sequential payer:

Series 2003-117 Class MD, 5% 12/25/23

1,373

1,509

Series 2004-91 Class Z, 5% 12/25/34

8,205

9,070

Series 2005-117 Class JN, 4.5% 1/25/36

645

705

Series 2005-14 Class ZB, 5% 3/25/35

2,475

2,737

Series 2006-72 Class CY, 6% 8/25/26

5,377

5,953

Series 2009-59 Class HB, 5% 8/25/39

3,372

3,727

Series 2009-85 Class IB, 4.5% 8/25/24 (h)

584

48

Series 2009-93 Class IC, 4.5% 9/25/24 (h)

877

71

Series 2010-139 Class NI, 4.5% 2/25/40 (h)

5,712

810

Series 2010-39 Class FG, 1.1194% 3/25/36 (f)

5,215

5,347

Series 2010-97 Class CI, 4.5% 8/25/25 (h)

1,866

137

Series 2012-27 Class EZ, 4.25% 3/25/42

7,980

8,596

Freddie Mac:

floater:

Series 2530 Class FE, 0.7976% 2/15/32 (f)

72

73

Series 2630 Class FL, 0.6976% 6/15/18 (f)

57

57

Series 2682 Class FB, 1.0976% 10/15/33 (f)

4,544

4,636

Series 2711 Class FC, 1.0976% 2/15/33 (f)

2,845

2,897

planned amortization class:

Series 1141 Class G, 9% 9/15/21

60

69

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

15

16

Series 2376 Class JE, 5.5% 11/15/16

109

111

Series 2381 Class OG, 5.5% 11/15/16

52

53

Series 2672 Class MG, 5% 9/15/23

6,659

7,214

Series 2682 Class LD, 4.5% 10/15/33

777

845

Series 3415 Class PC, 5% 12/15/37

843

910

Series 3763 Class QA, 4% 4/15/34

2,437

2,524

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac: - continued

planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34

$ 3,536

$ 3,627

sequential payer:

Series 2004-2802 Class ZG, 5.5% 5/15/34

10,783

12,201

Series 2587 Class AD, 4.71% 3/15/33

5,180

5,574

Series 2773 Class HC, 4.5% 4/15/19

620

646

Series 2877 Class ZD, 5% 10/15/34

9,726

10,717

Series 3007 Class EW, 5.5% 7/15/25

8,067

8,898

Series 3745 Class KV, 4.5% 12/15/26

7,333

8,079

Series 3871 Class KB, 5.5% 6/15/41

13,870

15,770

Series 3843 Class PZ, 5% 4/15/41

2,316

2,729

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2008-2 Class FD, 0.6828% 1/20/38 (f)

363

366

Series 2008-73 Class FA, 1.0628% 8/20/38 (f)

2,583

2,636

Series 2008-83 Class FB, 1.1028% 9/20/38 (f)

2,578

2,632

Series 2009-108 Class CF, 0.7976% 11/16/39 (f)

1,709

1,727

Series 2011-H20 Class FA, 0.7382% 9/20/61 (f)(k)

10,852

10,888

Series 2011-H21 Class FA, 0.7882% 10/20/61 (f)(k)

7,338

7,373

Series 2012-H01 Class FA, 0.8882% 11/20/61 (f)(k)

6,142

6,179

Series 2012-H03 Class FA, 0.8882% 1/20/62 (f)(k)

3,803

3,826

Series 2012-H06 Class FA, 0.8182% 1/20/62 (f)(k)

5,818

5,854

Series 2012-H07 Class FA, 0.8182% 3/20/62 (f)(k)

3,487

3,514

Series 2013-H19:

Class FC, 0.7882% 8/20/63 (f)(k)

1,238

1,245

Class FD, 0.7882% 8/20/63 (f)(k)

3,391

3,408

Series 2014-H02 Class FB, 0.8382% 12/20/63 (f)(k)

40,266

40,466

Series 2014-H03 Class FA, 0.7882% 1/20/64 (f)(k)

17,130

17,223

Series 2015-H07 Class FA, 0.3% 3/20/65 (f)(k)

28,047

27,988

Series 2015-H13 Class FL, 0.4682% 5/20/63 (f)(k)

45,007

44,917

Series 2015-H19 Class FA, 0.393% 4/20/63 (f)(k)

43,200

43,119

floater sequential payer Series 2011-150 Class D, 3% 4/20/37

246

249

sequential payer Series 2011-69 Class GX, 4.5% 5/16/40

10,205

11,267

Series 2010-H15 Class TP, 5.15% 8/20/60 (k)

18,677

20,146

Series 2010-H17 Class XP, 5.3% 7/20/60 (f)(k)

24,825

26,653

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

Series 2010-H18 Class PL, 5.01% 9/20/60 (f)(k)

$ 18,269

$ 19,673

Series 2012-64 Class KB, 5.7099% 5/20/41 (f)

1,269

1,442

Series 2013-124:

Class ES, 8.3963% 4/20/39 (f)(j)

6,373

7,412

Class ST, 8.5297% 8/20/39 (f)(j)

11,972

14,055

Series 2015-H17 Class HA, 2.5% 5/20/65 (k)

17,318

17,747

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (k)

6,645

6,806

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (k)

55,661

57,061

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $616,193)

621,314

Commercial Mortgage Securities - 6.9%

 

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (f)

550

548

pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20

3,740

4,100

sequential payer:

Series K006 Class A2, 4.251% 1/25/20

24,840

27,174

Series K009 Class A2, 3.808% 8/25/20

32,528

35,158

Series K034 Class A1, 2.669% 2/25/23

14,765

15,188

Series K717 Class A2, 2.991% 9/25/21

9,506

9,880

Series K032 Class A1, 3.016% 2/25/23

25,691

26,908

Series K039 Class A2, 3.303% 7/25/24

24,645

25,575

Series K042 Class A2, 2.67% 12/25/24

22,200

21,856

Series K047 Class A2, 3.329% 5/25/25

32,284

33,485

Series K501 Class A2, 1.655% 11/25/16

9,638

9,707

Series K716 Class A2, 3.13% 6/25/21

6,500

6,821

Freddie Mac Multi-family Strutured Pass-thru Certificates:

sequential payer Series K718 Class A2, 2.791% 1/25/22

27,400

28,149

Series K044 Class A2, 2.811% 1/25/25

58,600

58,225

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $303,620)

302,774

Foreign Government and Government Agency Obligations - 3.6%

 

Principal Amount (000s)

Value (000s)

Israeli State:

(guaranteed by U.S. Government through Agency for International Development):

5.5% 9/18/23

$ 72,266

$ 87,706

5.5% 12/4/23

48

58

5.5% 4/26/24

6,065

7,406

Jordanian Kingdom:

2.503% 10/30/20

41,050

42,349

3% 6/30/25

19,267

19,618

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $143,259)

157,137

Fixed-Income Funds - 24.0%

Shares

 

Fidelity Mortgage Backed Securities Central Fund (g)
(Cost $996,061)

9,569,826


1,044,642

Cash Equivalents - 3.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15:

(Collateralized by U.S. Government Obligations) # (a)

$ 11,302

11,302

(Collateralized by U.S. Government Obligations) #

131,859

131,858

TOTAL CASH EQUIVALENTS

(Cost $143,160)


143,160

TOTAL INVESTMENT PORTFOLIO - 105.5%

(Cost $4,512,831)

4,602,832

NET OTHER ASSETS (LIABILITIES) - (5.5)%

(239,350)

NET ASSETS - 100%

$ 4,363,482

TBA Sale Commitments

 

Principal Amount (000s)

Value (000s)

Fannie Mae

3% 9/1/45

$ (20,700)

$ (20,789)

4.5% 9/1/45

(4,800)

(5,200)

TOTAL TBA SALE COMMITMENTS

(Proceeds $26,075)

$ (25,989)

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Treasury Contracts

207 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

$ 26,302

$ (170)

350 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

76,464

(116)

156 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

18,632

(89)

407 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

64,471

(770)

TOTAL TREASURY CONTRACTS

$ 185,869

$ (1,145)

The face value of futures purchased as a percentage of net assets is 4.3%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $214,309,000.

Swaps

Interest Rate Swaps

Clearinghouse/
Counterparty(1)

Expiration Date

Notional Amount(1) (000s)

Payment Received

Payment Paid

Value (000s)

Upfront Premium Received/
(Paid)(2) (000s)

Unrealized Appreciation/(Depreciation) (000s)

LCH

Sep. 2017

$ 11,600

3-month LIBOR

1.5%

$ (59)

$ 0

$ (59)

LCH

Sep. 2020

6,800

3-month LIBOR

2.25%

(126)

0

(126)

CME

Sep. 2025

22,400

2.75%

3-month LIBOR

653

0

653

CME

Sep. 2045

1,100

3%

3-month LIBOR

63

$ 0

$ 63

LCH

Sep. 2045

19,300

3-month LIBOR

3%

(1,217)

0

(1,217)

TOTAL INTEREST RATE SWAPS

$ (686)

$ 0

$ (686)

 

(1) Swaps with CME Group (CME) and 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).

Legend

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

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

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,465,000.

(e) 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 $4,252,000.

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

(g) 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 advisor.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.

(h) 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.

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

(j) 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.

(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.

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

Repurchase Agreement / Counterparty

Value
(000s)

$11,302,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 11,302

$131,858,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 131,858

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 Mortgage Backed Securities Central Fund

$ 22,562

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

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Mortgage Backed Securities Central Fund

$ 909,967

$ 129,953

$ 0

$ 1,044,642

20.4%

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

U.S. Government and Government Agency Obligations

$ 2,178,593

$ -

$ 2,178,593

$ -

U.S. Government Agency - Mortgage Securities

155,212

-

155,212

-

Collateralized Mortgage Obligations

621,314

-

621,314

-

Commercial Mortgage Securities

302,774

-

302,774

-

Foreign Government and Government Agency Obligations

157,137

-

157,137

-

Fixed-Income Funds

1,044,642

1,044,642

-

-

Cash Equivalents

143,160

-

143,160

-

Total Investments in Securities:

$ 4,602,832

$ 1,044,642

$ 3,558,190

$ -

Derivative Instruments:

Assets

Swaps

$ 716

$ -

$ 716

$ -

Liabilities

Futures Contracts

$ (1,145)

$ (1,145)

$ -

$ -

Swaps

(1,402)

-

(1,402)

-

Total Liabilities:

$ (2,547)

$ (1,145)

$ (1,402)

$ -

Total Derivative Instruments:

$ (1,831)

$ (1,145)

$ (686)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (25,989)

$ -

$ (25,989)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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
(000s)

 

Asset

Liability

Interest Rate Risk

Futures Contracts (a)

$ -

$ (1,145)

Swaps (b)

716

(1,402)

Total Value of Derivatives

$ 716

$ (2,547)

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

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $11,081 and repurchase agreements of $143,160) - See accompanying schedule:

Unaffiliated issuers (cost $3,516,770)

$ 3,558,190

 

Fidelity Central Funds (cost $996,061)

1,044,642

 

Total Investments (cost $4,512,831)

 

$ 4,602,832

Cash

 

1

Receivable for investments sold

248

Receivable for TBA sale commitments

 

26,075

Receivable for fund shares sold

4,671

Interest receivable

12,618

Other receivables

46

Total assets 

4,646,491

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 181,734

 

Delayed delivery

46,843

TBA sale commitments, at value

25,989

Payable for fund shares redeemed

14,832

Distributions payable

181

Accrued management fee

1,121

Distribution and service plan fees payable

131

Payable for daily variation margin for derivative instruments

280

Other affiliated payables

551

Other payables and accrued expenses

45

Collateral on securities loaned, at value

11,302

Total liabilities

283,009

 

 

 

Net Assets

$ 4,363,482

Net Assets consist of:

 

Paid in capital

$ 4,285,969

Distributions in excess of net investment income

(1,257)

Accumulated undistributed net realized gain (loss) on investments

(9,486)

Net unrealized appreciation (depreciation) on investments

88,256

Net Assets

$ 4,363,482

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($221,548 ÷ 21,104 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class T:

Net Asset Value and redemption price per share ($180,646 ÷ 17,210 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class B:

Net Asset Value and offering price per share ($5,890 ÷ 561 shares)A

$ 10.50

 

 

 

Class C:

Net Asset Value and offering price per share ($54,262 ÷ 5,170 shares)A

$ 10.50

 

 

 

Government Income:

Net Asset Value, offering price and redemption price per share ($3,489,132 ÷ 332,903 shares)

$ 10.48

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($412,004 ÷ 39,251 shares)

$ 10.50

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

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

  Year ended August 31, 2015

 

 

 

Investment Income

 

 

Interest

 

$ 60,410

Income from Fidelity Central Funds

 

22,562

Total income 

 

82,972

 

 

 

Expenses

Management fee

$ 13,128

Transfer agent fees

4,750

Distribution and service plan fees

1,735

Fund wide operations fee

1,652

Independent trustees' compensation

18

Miscellaneous

17

Total expenses before reductions

21,300

Net investment income (loss)

61,672

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

25,952

Futures contracts

7,745

Swaps

(307)

 

Total net realized gain (loss)

 

33,390

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,347)

Futures contracts

(2,587)

Swaps

28

 

Delayed delivery commitments

353

 

Total change in net unrealized appreciation (depreciation)

 

(23,553)

Net gain (loss)

9,837

Net increase (decrease) in net assets resulting from operations

$ 71,509

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 61,672

$ 65,951

Net realized gain (loss)

33,390

21,718

Change in net unrealized appreciation (depreciation)

(23,553)

87,347

Net increase (decrease) in net assets resulting from operations

71,509

175,016

Distributions to shareholders from net investment income

(57,747)

(66,200)

Distributions to shareholders from net realized gain

(10,638)

(2,860)

Total distributions

(68,385)

(69,060)

Share transactions - net increase (decrease)

395,805

(454,179)

Total increase (decrease) in net assets

398,929

(348,223)

 

 

 

Net Assets

Beginning of period

3,964,553

4,312,776

End of period (including distributions in excess of net investment income of $1,257 and distributions in excess of net investment income of $6,396, respectively)

$ 4,363,482

$ 3,964,553

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .126

  .138

  .105

  .141

  .015

  .199

Net realized and unrealized gain (loss)

  .048

  .278

  (.454)

  .327

  .199

  .108

Total from investment operations

  .174

  .416

  (.349)

  .468

  .214

  .307

Distributions from net investment income

  (.116)

  (.139)

  (.099)

  (.135)

  (.014)

  (.191)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.144)

  (.146)

  (.421)

  (.398)

  (.014)

  (.447)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

Total ReturnB, C, D

  1.67%

  4.10%

  (3.29)%

  4.39%

  2.00%

  2.94%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of fee waivers, if any

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of all reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Net investment income (loss)

  1.20%

  1.34%

  .99%

  1.30%

  1.61%A

  1.88%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 222

$ 246

$ 291

$ 380

$ 345

$ 329

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A, K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .127

  .140

  .107

  .143

  .015

  .201

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .209

  .098

Total from investment operations

  .175

  .417

  (.347)

  .470

  .224

  .299

Distributions from net investment income

  (.117)

  (.140)

  (.101)

  (.137)

  (.014)

  (.193)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.145)

  (.147)

  (.423)

  (.400)

  (.014)

  (.449)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  1.68%

  4.12%

  (3.27)%

  4.41%

  2.10%

  2.86%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of fee waivers, if any

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of all reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Net investment income (loss)

  1.20%

  1.36%

  1.01%

  1.32%

  1.62%A

  1.89%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 181

$ 196

$ 228

$ 309

$ 286

$ 272

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .049

  .063

  .028

  .062

  .008

  .122

Net realized and unrealized gain (loss)

  .049

  .278

  (.454)

  .328

  .210

  .098

Total from investment operations

  .098

  .341

  (.426)

  .390

  .218

  .220

Distributions from net investment income

  (.040)

  (.064)

  (.022)

  (.057)

  (.008)

  (.114)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.068)

  (.071)

  (.344)

  (.320)

  (.008)

  (.370)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  .93%

  3.36%

  (3.99)%

  3.64%

  2.04%

  2.10%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of all reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Net investment income (loss)

  .46%

  .61%

  .26%

  .58%

  .90%A

  1.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 6

$ 9

$ 13

$ 20

$ 26

$ 25

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .044

  .059

  .025

  .060

  .008

  .121

Net realized and unrealized gain (loss)

  .048

  .278

  (.443)

  .318

  .210

  .098

Total from investment operations

  .092

  .337

  (.418)

  .378

  .218

  .219

Distributions from net investment income

  (.034)

  (.060)

  (.020)

  (.055)

  (.008)

  (.113)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.062)

  (.067)

  (.342)

  (.318)

  (.008)

  (.369)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

Total ReturnB, C, D

  .88%

  3.32%

  (3.93)%

  3.53%

  2.04%

  2.09%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of fee waivers, if any

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of all reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Net investment income (loss)

  .42%

  .57%

  .24%

  .56%

  .88%A

  1.14%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 54

$ 58

$ 73

$ 98

$ 95

$ 89

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

$ 10.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .159

  .171

  .138

  .175

  .018

  .233

Net realized and unrealized gain (loss)

  .048

  .278

  (.453)

  .328

  .199

  .108

Total from investment operations

  .207

  .449

  (.315)

  .503

  .217

  .341

Distributions from net investment income

  (.149)

  (.172)

  (.133)

  (.170)

  (.017)

  (.225)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.177)

  (.179)

  (.455)

  (.433)

  (.017)

  (.481)

Net asset value, end of period

$ 10.48

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

Total ReturnB, C

  1.99%

  4.45%

  (2.99)%

  4.73%

  2.03%

  3.27%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Net investment income (loss)

  1.51%

  1.66%

  1.31%

  1.62%

  1.91%A

  2.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 3,489

$ 3,157

$ 3,412

$ 4,313

$ 4,270

$ 4,167

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .154

  .166

  .133

  .169

  .017

  .225

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .210

  .099

Total from investment operations

  .202

  .443

  (.321)

  .496

  .227

  .324

Distributions from net investment income

  (.144)

  (.166)

  (.127)

  (.163)

  (.017)

  (.218)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.172)

  (.173)

  (.449)

  (.426)

  (.017)

  (.474)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C

  1.94%

  4.38%

  (3.03)%

  4.66%

  2.12%

  3.10%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Net investment income (loss)

  1.46%

  1.61%

  1.26%

  1.56%

  1.84%A

  2.13%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 412

$ 298

$ 296

$ 334

$ 344

$ 344

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Government Income Fund (the Fund) is a fund of Fidelity Income Fund (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, Government Income and Class I (formerly Institutional Class) shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 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*

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

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 advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Foreign government and government agency obligations, U.S. government and government agency obligations 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. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. 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.

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Annual Report

3. Significant Accounting Policies - continued

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 August 31, 2015, 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.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, swaps, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 72,462

Gross unrealized depreciation

(33,811)

Net unrealized appreciation (depreciation) on securities

$ 38,651

 

 

Tax cost

$ 4,564,181

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 21,224

Undistributed long-term capital gain

$ 18,581

Net unrealized appreciation (depreciation) on securities and other investments

$ 37,753

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 61,170

$ 69,060

Long-term Capital Gains

7,215

-

Total

$ 68,385

$ 69,060

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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, options 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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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

$ 7,745

$ (2,587)

Purchased Options

(1,266)

1,216

Swaps

(307)

28

Totals (a)

$ 6,172

$ (1,343)

(a) A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net

Annual Report

4. Derivative Instruments - continued

Options - continued

realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Swaps - continued

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 $156,617 and $15,381, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. 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 .20% 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 annualized management fee rate was .31% of the Fund's average net assets.

In addition, under the expense contract, the investment adviser pays class-level expenses for Government Income, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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 Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 593

$ 4

Class T

-%

.25%

476

2

Class B

.65%

.25%

67

49

Class C

.75%

.25%

599

46

 

 

 

$ 1,735

$ 101

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, .75% 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

$ 14

Class T

4

Class B*

4

Class C*

5

 

$ 27

* 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 each respective class of the Fund, with the exception of Government Income. FIIOC receives an asset-based fee of .10% of Government Income's average net

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 395

.17

Class T

305

.16

Class B

19

.25

Class C

115

.19

Government Income

3,368

.10

Class I

548

.15

 

$ 4,750

 

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, *Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

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 $6 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. 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

Annual Report

8. Security Lending - continued

delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. 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, 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 interest income. Total security lending income during the period amounted to $143.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015

2014

From net investment income

 

 

Class A

$ 2,625

$ 3,486

Class T

2,118

2,832

Class B

28

64

Class C

195

374

Government Income

47,788

54,450

Class I

4,993

4,994

Total

$ 57,747

$ 66,200

From net realized gain

 

 

Class A

$ 646

$ 183

Class T

523

147

Class B

22

8

Class C

154

46

Government Income

8,467

2,266

Class I

826

210

Total

$ 10,638

$ 2,860

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015

2014

2015

2014

Class A

 

 

 

 

Shares sold

6,410

4,076

$ 67,517

$ 42,098

Reinvestment of distributions

298

333

3,143

3,442

Shares redeemed

(9,109)

(9,464)

(95,762)

(97,492)

Net increase (decrease)

(2,401)

(5,055)

$ (25,102)

$ (51,952)

Class T

 

 

 

 

Shares sold

5,058

3,767

$ 53,356

$ 38,865

Reinvestment of distributions

244

282

2,573

2,910

Shares redeemed

(6,808)

(7,679)

(71,811)

(79,131)

Net increase (decrease)

(1,506)

(3,630)

$ (15,882)

$ (37,356)

Class B

 

 

 

 

Shares sold

30

28

$ 319

$ 284

Reinvestment of distributions

4

5

40

54

Shares redeemed

(303)

(468)

(3,186)

(4,813)

Net increase (decrease)

(269)

(435)

$ (2,827)

$ (4,475)

Class C

 

 

 

 

Shares sold

2,397

725

$ 25,389

$ 7,489

Reinvestment of distributions

27

31

282

321

Shares redeemed

(2,806)

(2,355)

(29,497)

(24,278)

Net increase (decrease)

(382)

(1,599)

$ (3,826)

$ (16,468)

Government Income

 

 

 

 

Shares sold

102,857

58,390

$ 1,086,736

$ 600,976

Reinvestment of distributions

5,138

5,285

54,081

54,536

Shares redeemed

(77,145)

(96,607)

(811,762)

(993,763)

Net increase (decrease)

30,850

(32,932)

$ 329,055

$ (338,251)

Class I

 

 

 

 

Shares sold

22,692

9,661

$ 240,263

$ 99,548

Reinvestment of distributions

536

488

5,652

5,040

Shares redeemed

(12,486)

(10,680)

(131,528)

(110,265)

Net increase (decrease)

10,742

(531)

$ 114,387

$ (5,677)

Annual Report

11. 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.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Government Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 22, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversees 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

Trustees and Officers - continued

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

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-
present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer, and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board 

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Government Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class A

10/12/15

10/09/15

$0.082

Class T

10/12/15

10/09/15

$0.082

Class B

10/12/15

10/09/15

$0.082

Class C

10/12/15

10/09/15

$0.082

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015, $21,856,234, or, if subsequently determined to be different, the net capital gain of such year.

A total of 37.14% 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 $38,762,225 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

FMR Investment Management (U.K.)
Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AGVT-UANN-1015
1.834241.108
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

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

Government Income

Fund - Class I

(formerly Institutional Class)

Annual Report

August 31, 2015

(Fidelity Cover Art)

Class I is a class of
Fidelity® Government Income Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

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. © 2015 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.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

  Class I A

1.94%

2.30%

4.14%

A The initial offering of Class I shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity® Government Income Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Government Income Fund - Class I on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Government Bond Index performed over the same period. See footnote A above for additional information regarding the performance of Class I.

vti2338586

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from William Irving, Lead Portfolio Manager: The fund's share classes posted low single-digit gains for the 12 months (excluding sales charges, if applicable), but overall lagged the 2.37% return of the benchmark Barclays 75% U.S. Government/25% U.S MBS Blended Index. Owning Treasury Inflation-Protected Securities (TIPS), which are not in the benchmark, hurt us. TIPS performed poorly as inflation expectations dropped to a five-year low. The fund's performance was hurt also by "pricing basis." The fund is priced daily at 4:00 p.m. Eastern time, while the benchmark is priced at 3:00 p.m. Eastern. This led to pricing dispersion on the final hour of the final day of the review period. In contrast, our focus on certain prepayment-resistant mortgage-backed securities (MBS) proved a plus, more than offsetting the modest amount of ground we lost by slightly overweighting the sector in lieu of comparable Treasuries. For example, our overweighting in high-coupon MBS aided our result. Overweighting reverse-mortgage securities, which can help older homeowners turn a portion of their home equity into cash, was another plus.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015 to
August 31, 2015

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class B

1.48%

 

 

 

Actual

 

$ 1,000.00

$ 993.10

$ 7.44

HypotheticalA

 

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

1.53%

 

 

 

Actual

 

$ 1,000.00

$ 992.90

$ 7.69

HypotheticalA

 

$ 1,000.00

$ 1,017.49

$ 7.78

Government Income

.45%

 

 

 

Actual

 

$ 1,000.00

$ 998.30

$ 2.27

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 998.10

$ 2.52

HypotheticalA

 

$ 1,000.00

$ 1,022.68

$ 2.55

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying 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%.

Annual Report


Investment Changes (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.

Coupon Distribution as of August 31, 2015

 

% of fund's investments

% of fund's investments
6 months ago

Zero coupon bonds

0.0

0.0

0.01 - 0.99%

17.1

17.1

1 - 1.99%

23.1

24.3

2 - 2.99%

12.3

10.5

3 - 3.99%

22.4

20.5

4 - 4.99%

13.2

13.9

5 - 5.99%

9.2

9.2

6 - 6.99%

0.7

0.9

7% and above

0.7

0.9

 

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

5.9

6.0

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.0

4.8

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

vti2338588

Mortgage
Securities 24.5%

 

vti2338590

Mortgage
Securities 25.7%

 

vti2338592

CMOs and
Other Mortgage
Related Securities 24.7%

 

vti2338594

CMOs and
Other Mortgage
Related Securities 16.2%

 

vti2338596

U.S. Treasury
Obligations 47.1%

 

vti2338598

U.S. Treasury
Obligations 51.9%

 

vti2338600

U.S. Government
Agency
Obligations 2.8%

 

vti2338602

U.S. Government
Agency
Obligations 2.8%

 

vti2338604

Foreign Government & Government Agency Obligations 3.6%

 

vti2338606

Foreign Government & Government Agency Obligations 2.9%

 

vti2338608

Short-Term
Investments and
Net Other Assets (Liabilities)†† (2.7)%

 

vti2338610

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

vti2338612

* Foreign investments

3.6%

 

** Foreign investments

2.9%

 

* Futures and Swaps

3.2%

 

** Futures and Swaps

3.8%

 

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 investments in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

†† Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

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

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 49.9%

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

1.125% 7/20/18

$ 229

$ 229

1.625% 11/27/18

913

924

Small Business Administration guaranteed development participation certificates:

Series 2002-20J Class 1, 4.75% 10/1/22

1,359

1,431

Series 2002-20K Class 1, 5.08% 11/1/22

2,161

2,317

Series 2004-20H Class 1, 5.17% 8/1/24

744

806

Tennessee Valley Authority:

1.75% 10/15/18

23,006

23,365

5.25% 9/15/39

2,807

3,445

5.375% 4/1/56

3,438

4,241

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

36,758

U.S. Treasury Inflation-Protected Obligations - 1.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

58,733

52,833

1.375% 2/15/44

23,946

25,152

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

77,985

U.S. Treasury Obligations - 45.3%

U.S. Treasury Bonds:

2.875% 8/15/45

16,000

15,744

3% 11/15/44

22,500

22,611

3% 5/15/45

63,797

64,249

3.375% 5/15/44

6,265

6,764

3.625% 2/15/44 (e)

27,582

31,186

4.375% 2/15/38

51,154

64,683

5% 5/15/37 (d)

41,142

56,624

U.S. Treasury Notes:

0.375% 10/31/16

66,800

66,704

0.5% 2/28/17

64,339

64,236

0.5% 3/31/17

15,000

14,968

0.5% 4/30/17

49,500

49,371

0.625% 11/15/16

4,315

4,320

0.625% 12/15/16

1,129

1,130

0.625% 12/31/16

62,265

62,318

0.625% 2/15/17

12,000

12,003

0.625% 7/31/17

40,000

39,935

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

0.625% 8/31/17

$ 20,000

$ 19,953

0.75% 1/15/17

10,000

10,022

0.75% 6/30/17

3,736

3,738

0.75% 4/15/18

46,723

46,435

0.875% 11/30/16

7,522

7,554

0.875% 1/31/17

704

707

0.875% 5/15/17

15,893

15,944

0.875% 8/15/17

715

717

0.875% 10/15/17

4,191

4,195

0.875% 1/31/18

4,683

4,677

0.875% 7/31/19

6,174

6,056

1% 9/30/16

41,719

41,962

1% 10/31/16

39,991

40,219

1% 5/31/18

58,578

58,531

1% 8/15/18

20,000

19,966

1.25% 11/30/18

35,000

35,076

1.375% 7/31/18

14,780

14,908

1.375% 9/30/18

17,526

17,657

1.375% 2/28/19

69,770

70,048

1.375% 3/31/20

144,474

143,676

1.375% 4/30/20

4,172

4,146

1.375% 8/31/20

25,000

24,813

1.5% 12/31/18

10,768

10,868

1.5% 1/31/19

43,197

43,568

1.5% 1/31/22

59,399

57,988

1.625% 4/30/19

11,603

11,735

1.625% 6/30/19

51,223

51,747

1.625% 12/31/19

41,368

41,643

1.625% 6/30/20

21,692

21,777

1.625% 7/31/20 (b)

30,000

30,100

1.75% 9/30/19

78,340

79,388

1.75% 10/31/20

18,000

18,096

1.75% 2/28/22

5,000

4,953

1.75% 3/31/22

19,942

19,740

1.875% 8/31/17

27,000

27,581

1.875% 9/30/17

67,400

68,865

1.875% 8/31/22

15,000

14,955

2% 5/31/21

10,000

10,119

2% 7/31/22

10,000

10,043

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2% 8/15/25

$ 15,000

$ 14,713

2.125% 6/30/21

22,000

22,400

2.125% 12/31/21

2,000

2,029

2.125% 6/30/22

51,197

51,860

2.125% 5/15/25

6,000

5,946

2.25% 3/31/21

17,358

17,828

2.25% 4/30/21

32,286

33,130

2.375% 7/31/17

741

764

2.5% 6/30/17

10,000

10,324

2.75% 11/30/16

18,530

19,043

3.125% 1/31/17

39,773

41,180

3.5% 2/15/18

23,836

25,314

4.5% 5/15/17

24,685

26,292

4.75% 8/15/17

12,983

13,985

TOTAL U.S. TREASURY OBLIGATIONS

1,975,820

Other Government Related - 2.0%

National Credit Union Administration Guaranteed Notes:

Series 2010-A1 Class A, 0.5385% 12/7/20 (NCUA Guaranteed) (f)

4,583

4,576

Series 2011-R4 Class 1A, 0.5708% 3/6/20 (NCUA Guaranteed) (f)

3,436

3,442

National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed)

74,000

80,012

TOTAL OTHER GOVERNMENT RELATED

88,030

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,157,352)

2,178,593

U.S. Government Agency - Mortgage Securities - 3.6%

 

Fannie Mae - 1.8%

1.85% 10/1/33 (f)

186

193

1.885% 2/1/33 (f)

112

117

1.91% 12/1/34 (f)

196

205

1.91% 3/1/35 (f)

96

101

1.915% 11/1/33 (f)

277

291

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

1.931% 10/1/33 (f)

$ 65

$ 68

1.94% 7/1/35 (f)

68

71

2.05% 3/1/35 (f)

16

17

2.149% 3/1/36 (f)

664

701

2.19% 3/1/37 (f)

115

122

2.194% 7/1/34 (f)

118

125

2.273% 3/1/40 (f)

2,140

2,285

2.302% 6/1/36 (f)

189

202

2.334% 7/1/35 (f)

252

267

2.36% 11/1/36 (f)

119

127

2.421% 10/1/33 (f)

133

142

2.458% 3/1/35 (f)

100

107

2.511% 2/1/36 (f)

50

53

2.544% 5/1/36 (f)

182

194

2.557% 6/1/42 (f)

415

429

2.69% 2/1/42 (f)

2,314

2,393

2.758% 1/1/42 (f)

2,206

2,294

2.96% 11/1/40 (f)

244

256

2.982% 9/1/41 (f)

251

261

3% 9/1/45 (c)

20,700

20,789

3% 10/1/45 (c)

20,700

20,738

3.059% 10/1/41 (f)

111

116

3.239% 7/1/41 (f)

418

442

3.309% 10/1/41 (f)

235

247

3.554% 7/1/41 (f)

476

504

4% 2/1/42

488

521

4.5% 7/1/33 to 4/1/39

4,804

5,265

4.5% 9/1/45 (c)

4,800

5,200

5% 7/1/35

10,649

11,792

5.5% 1/1/29

2,275

2,542

6.5% 2/1/17 to 5/1/27

438

493

9.5% 10/1/20

13

14

11.5% 6/15/19 to 1/15/21

3

3

 

79,687

Freddie Mac - 0.5%

1.82% 3/1/35 (f)

470

488

2.121% 5/1/37 (f)

323

345

2.394% 10/1/42 (f)

2,460

2,594

2.49% 6/1/35 (f)

456

485

2.506% 2/1/36 (f)

29

31

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

2.722% 3/1/33 (f)

$ 22

$ 24

2.757% 7/1/36 (f)

371

397

2.798% 7/1/35 (f)

1,216

1,301

3% 11/1/42 to 2/1/43

4,474

4,529

3.091% 9/1/41 (f)

2,412

2,510

3.155% 10/1/35 (f)

180

191

3.22% 9/1/41 (f)

271

284

3.235% 4/1/41 (f)

293

307

3.289% 6/1/41 (f)

311

329

3.444% 5/1/41 (f)

290

304

3.62% 6/1/41 (f)

452

478

3.705% 5/1/41 (f)

386

409

4.5% 5/1/39 to 10/1/41

4,137

4,530

5.5% 7/1/29

46

52

6% 1/1/24

1,784

1,966

9.5% 6/1/18 to 8/1/21

24

26

 

21,580

Ginnie Mae - 1.3%

3.5% 9/1/45 (c)

100

104

4.3% 8/20/61 (k)

4,958

5,215

4.649% 2/20/62 (k)

3,412

3,662

4.682% 2/20/62 (k)

4,302

4,609

4.684% 1/20/62 (k)

25,578

27,361

5.47% 8/20/59 (k)

1,685

1,739

5.5% 11/15/35

2,634

2,983

5.612% 4/20/58 (k)

1,470

1,493

6% 6/15/36

5,823

6,779

 

53,945

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $153,186)

155,212

Collateralized Mortgage Obligations - 14.2%

 

U.S. Government Agency - 14.2%

Fannie Mae:

floater:

Series 2001-38 Class QF, 1.1794% 8/25/31 (f)

130

133

Series 2002-49 Class FB, 0.7996% 11/18/31 (f)

118

119

Series 2002-60 Class FV, 1.1994% 4/25/32 (f)

51

52

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

floater:

Series 2002-75 Class FA, 1.1994% 11/25/32 (f)

$ 105

$ 107

Series 2010-15 Class FJ, 1.1294% 6/25/36 (f)

8,297

8,452

planned amortization class:

Series 2005-19 Class PA, 5.5% 7/25/34

2,806

3,039

Series 2005-27 Class NE, 5.5% 5/25/34

2,058

2,134

Series 2005-64 Class PX, 5.5% 6/25/35

2,775

3,041

Series 2005-68 Class CZ, 5.5% 8/25/35

5,673

6,372

Series 2006-45 Class OP, 0% 6/25/36 (i)

1,186

1,053

Series 2010-118 Class PB, 4.5% 10/25/40

7,053

7,607

Series 2015-5 Class CP, 3% 6/25/43

42,093

43,657

Series 2015-54 Class GA, 2.5% 7/25/45

12,965

13,320

sequential payer:

Series 2003-117 Class MD, 5% 12/25/23

1,373

1,509

Series 2004-91 Class Z, 5% 12/25/34

8,205

9,070

Series 2005-117 Class JN, 4.5% 1/25/36

645

705

Series 2005-14 Class ZB, 5% 3/25/35

2,475

2,737

Series 2006-72 Class CY, 6% 8/25/26

5,377

5,953

Series 2009-59 Class HB, 5% 8/25/39

3,372

3,727

Series 2009-85 Class IB, 4.5% 8/25/24 (h)

584

48

Series 2009-93 Class IC, 4.5% 9/25/24 (h)

877

71

Series 2010-139 Class NI, 4.5% 2/25/40 (h)

5,712

810

Series 2010-39 Class FG, 1.1194% 3/25/36 (f)

5,215

5,347

Series 2010-97 Class CI, 4.5% 8/25/25 (h)

1,866

137

Series 2012-27 Class EZ, 4.25% 3/25/42

7,980

8,596

Freddie Mac:

floater:

Series 2530 Class FE, 0.7976% 2/15/32 (f)

72

73

Series 2630 Class FL, 0.6976% 6/15/18 (f)

57

57

Series 2682 Class FB, 1.0976% 10/15/33 (f)

4,544

4,636

Series 2711 Class FC, 1.0976% 2/15/33 (f)

2,845

2,897

planned amortization class:

Series 1141 Class G, 9% 9/15/21

60

69

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

15

16

Series 2376 Class JE, 5.5% 11/15/16

109

111

Series 2381 Class OG, 5.5% 11/15/16

52

53

Series 2672 Class MG, 5% 9/15/23

6,659

7,214

Series 2682 Class LD, 4.5% 10/15/33

777

845

Series 3415 Class PC, 5% 12/15/37

843

910

Series 3763 Class QA, 4% 4/15/34

2,437

2,524

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac: - continued

planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34

$ 3,536

$ 3,627

sequential payer:

Series 2004-2802 Class ZG, 5.5% 5/15/34

10,783

12,201

Series 2587 Class AD, 4.71% 3/15/33

5,180

5,574

Series 2773 Class HC, 4.5% 4/15/19

620

646

Series 2877 Class ZD, 5% 10/15/34

9,726

10,717

Series 3007 Class EW, 5.5% 7/15/25

8,067

8,898

Series 3745 Class KV, 4.5% 12/15/26

7,333

8,079

Series 3871 Class KB, 5.5% 6/15/41

13,870

15,770

Series 3843 Class PZ, 5% 4/15/41

2,316

2,729

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2008-2 Class FD, 0.6828% 1/20/38 (f)

363

366

Series 2008-73 Class FA, 1.0628% 8/20/38 (f)

2,583

2,636

Series 2008-83 Class FB, 1.1028% 9/20/38 (f)

2,578

2,632

Series 2009-108 Class CF, 0.7976% 11/16/39 (f)

1,709

1,727

Series 2011-H20 Class FA, 0.7382% 9/20/61 (f)(k)

10,852

10,888

Series 2011-H21 Class FA, 0.7882% 10/20/61 (f)(k)

7,338

7,373

Series 2012-H01 Class FA, 0.8882% 11/20/61 (f)(k)

6,142

6,179

Series 2012-H03 Class FA, 0.8882% 1/20/62 (f)(k)

3,803

3,826

Series 2012-H06 Class FA, 0.8182% 1/20/62 (f)(k)

5,818

5,854

Series 2012-H07 Class FA, 0.8182% 3/20/62 (f)(k)

3,487

3,514

Series 2013-H19:

Class FC, 0.7882% 8/20/63 (f)(k)

1,238

1,245

Class FD, 0.7882% 8/20/63 (f)(k)

3,391

3,408

Series 2014-H02 Class FB, 0.8382% 12/20/63 (f)(k)

40,266

40,466

Series 2014-H03 Class FA, 0.7882% 1/20/64 (f)(k)

17,130

17,223

Series 2015-H07 Class FA, 0.3% 3/20/65 (f)(k)

28,047

27,988

Series 2015-H13 Class FL, 0.4682% 5/20/63 (f)(k)

45,007

44,917

Series 2015-H19 Class FA, 0.393% 4/20/63 (f)(k)

43,200

43,119

floater sequential payer Series 2011-150 Class D, 3% 4/20/37

246

249

sequential payer Series 2011-69 Class GX, 4.5% 5/16/40

10,205

11,267

Series 2010-H15 Class TP, 5.15% 8/20/60 (k)

18,677

20,146

Series 2010-H17 Class XP, 5.3% 7/20/60 (f)(k)

24,825

26,653

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

Series 2010-H18 Class PL, 5.01% 9/20/60 (f)(k)

$ 18,269

$ 19,673

Series 2012-64 Class KB, 5.7099% 5/20/41 (f)

1,269

1,442

Series 2013-124:

Class ES, 8.3963% 4/20/39 (f)(j)

6,373

7,412

Class ST, 8.5297% 8/20/39 (f)(j)

11,972

14,055

Series 2015-H17 Class HA, 2.5% 5/20/65 (k)

17,318

17,747

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (k)

6,645

6,806

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (k)

55,661

57,061

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $616,193)

621,314

Commercial Mortgage Securities - 6.9%

 

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (f)

550

548

pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20

3,740

4,100

sequential payer:

Series K006 Class A2, 4.251% 1/25/20

24,840

27,174

Series K009 Class A2, 3.808% 8/25/20

32,528

35,158

Series K034 Class A1, 2.669% 2/25/23

14,765

15,188

Series K717 Class A2, 2.991% 9/25/21

9,506

9,880

Series K032 Class A1, 3.016% 2/25/23

25,691

26,908

Series K039 Class A2, 3.303% 7/25/24

24,645

25,575

Series K042 Class A2, 2.67% 12/25/24

22,200

21,856

Series K047 Class A2, 3.329% 5/25/25

32,284

33,485

Series K501 Class A2, 1.655% 11/25/16

9,638

9,707

Series K716 Class A2, 3.13% 6/25/21

6,500

6,821

Freddie Mac Multi-family Strutured Pass-thru Certificates:

sequential payer Series K718 Class A2, 2.791% 1/25/22

27,400

28,149

Series K044 Class A2, 2.811% 1/25/25

58,600

58,225

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $303,620)

302,774

Foreign Government and Government Agency Obligations - 3.6%

 

Principal Amount (000s)

Value (000s)

Israeli State:

(guaranteed by U.S. Government through Agency for International Development):

5.5% 9/18/23

$ 72,266

$ 87,706

5.5% 12/4/23

48

58

5.5% 4/26/24

6,065

7,406

Jordanian Kingdom:

2.503% 10/30/20

41,050

42,349

3% 6/30/25

19,267

19,618

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $143,259)

157,137

Fixed-Income Funds - 24.0%

Shares

 

Fidelity Mortgage Backed Securities Central Fund (g)
(Cost $996,061)

9,569,826


1,044,642

Cash Equivalents - 3.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15:

(Collateralized by U.S. Government Obligations) # (a)

$ 11,302

11,302

(Collateralized by U.S. Government Obligations) #

131,859

131,858

TOTAL CASH EQUIVALENTS

(Cost $143,160)


143,160

TOTAL INVESTMENT PORTFOLIO - 105.5%

(Cost $4,512,831)

4,602,832

NET OTHER ASSETS (LIABILITIES) - (5.5)%

(239,350)

NET ASSETS - 100%

$ 4,363,482

TBA Sale Commitments

 

Principal Amount (000s)

Value (000s)

Fannie Mae

3% 9/1/45

$ (20,700)

$ (20,789)

4.5% 9/1/45

(4,800)

(5,200)

TOTAL TBA SALE COMMITMENTS

(Proceeds $26,075)

$ (25,989)

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Treasury Contracts

207 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

$ 26,302

$ (170)

350 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

76,464

(116)

156 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

18,632

(89)

407 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

64,471

(770)

TOTAL TREASURY CONTRACTS

$ 185,869

$ (1,145)

The face value of futures purchased as a percentage of net assets is 4.3%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $214,309,000.

Swaps

Interest Rate Swaps

Clearinghouse/
Counterparty(1)

Expiration Date

Notional Amount(1) (000s)

Payment Received

Payment Paid

Value (000s)

Upfront Premium Received/
(Paid)(2) (000s)

Unrealized Appreciation/(Depreciation) (000s)

LCH

Sep. 2017

$ 11,600

3-month LIBOR

1.5%

$ (59)

$ 0

$ (59)

LCH

Sep. 2020

6,800

3-month LIBOR

2.25%

(126)

0

(126)

CME

Sep. 2025

22,400

2.75%

3-month LIBOR

653

0

653

CME

Sep. 2045

1,100

3%

3-month LIBOR

63

$ 0

$ 63

LCH

Sep. 2045

19,300

3-month LIBOR

3%

(1,217)

0

(1,217)

TOTAL INTEREST RATE SWAPS

$ (686)

$ 0

$ (686)

 

(1) Swaps with CME Group (CME) and 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).

Legend

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

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

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,465,000.

(e) 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 $4,252,000.

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

(g) 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 advisor.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.

(h) 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.

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

(j) 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.

(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.

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

Repurchase Agreement / Counterparty

Value
(000s)

$11,302,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 11,302

$131,858,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 131,858

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 Mortgage Backed Securities Central Fund

$ 22,562

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

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Mortgage Backed Securities Central Fund

$ 909,967

$ 129,953

$ 0

$ 1,044,642

20.4%

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

U.S. Government and Government Agency Obligations

$ 2,178,593

$ -

$ 2,178,593

$ -

U.S. Government Agency - Mortgage Securities

155,212

-

155,212

-

Collateralized Mortgage Obligations

621,314

-

621,314

-

Commercial Mortgage Securities

302,774

-

302,774

-

Foreign Government and Government Agency Obligations

157,137

-

157,137

-

Fixed-Income Funds

1,044,642

1,044,642

-

-

Cash Equivalents

143,160

-

143,160

-

Total Investments in Securities:

$ 4,602,832

$ 1,044,642

$ 3,558,190

$ -

Derivative Instruments:

Assets

Swaps

$ 716

$ -

$ 716

$ -

Liabilities

Futures Contracts

$ (1,145)

$ (1,145)

$ -

$ -

Swaps

(1,402)

-

(1,402)

-

Total Liabilities:

$ (2,547)

$ (1,145)

$ (1,402)

$ -

Total Derivative Instruments:

$ (1,831)

$ (1,145)

$ (686)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (25,989)

$ -

$ (25,989)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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
(000s)

 

Asset

Liability

Interest Rate Risk

Futures Contracts (a)

$ -

$ (1,145)

Swaps (b)

716

(1,402)

Total Value of Derivatives

$ 716

$ (2,547)

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

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $11,081 and repurchase agreements of $143,160) - See accompanying schedule:

Unaffiliated issuers (cost $3,516,770)

$ 3,558,190

 

Fidelity Central Funds (cost $996,061)

1,044,642

 

Total Investments (cost $4,512,831)

 

$ 4,602,832

Cash

 

1

Receivable for investments sold

248

Receivable for TBA sale commitments

 

26,075

Receivable for fund shares sold

4,671

Interest receivable

12,618

Other receivables

46

Total assets 

4,646,491

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 181,734

 

Delayed delivery

46,843

TBA sale commitments, at value

25,989

Payable for fund shares redeemed

14,832

Distributions payable

181

Accrued management fee

1,121

Distribution and service plan fees payable

131

Payable for daily variation margin for derivative instruments

280

Other affiliated payables

551

Other payables and accrued expenses

45

Collateral on securities loaned, at value

11,302

Total liabilities

283,009

 

 

 

Net Assets

$ 4,363,482

Net Assets consist of:

 

Paid in capital

$ 4,285,969

Distributions in excess of net investment income

(1,257)

Accumulated undistributed net realized gain (loss) on investments

(9,486)

Net unrealized appreciation (depreciation) on investments

88,256

Net Assets

$ 4,363,482

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($221,548 ÷ 21,104 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class T:

Net Asset Value and redemption price per share ($180,646 ÷ 17,210 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class B:

Net Asset Value and offering price per share ($5,890 ÷ 561 shares)A

$ 10.50

 

 

 

Class C:

Net Asset Value and offering price per share ($54,262 ÷ 5,170 shares)A

$ 10.50

 

 

 

Government Income:

Net Asset Value, offering price and redemption price per share ($3,489,132 ÷ 332,903 shares)

$ 10.48

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($412,004 ÷ 39,251 shares)

$ 10.50

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

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

  Year ended August 31, 2015

 

 

 

Investment Income

 

 

Interest

 

$ 60,410

Income from Fidelity Central Funds

 

22,562

Total income 

 

82,972

 

 

 

Expenses

Management fee

$ 13,128

Transfer agent fees

4,750

Distribution and service plan fees

1,735

Fund wide operations fee

1,652

Independent trustees' compensation

18

Miscellaneous

17

Total expenses before reductions

21,300

Net investment income (loss)

61,672

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

25,952

Futures contracts

7,745

Swaps

(307)

 

Total net realized gain (loss)

 

33,390

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,347)

Futures contracts

(2,587)

Swaps

28

 

Delayed delivery commitments

353

 

Total change in net unrealized appreciation (depreciation)

 

(23,553)

Net gain (loss)

9,837

Net increase (decrease) in net assets resulting from operations

$ 71,509

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 61,672

$ 65,951

Net realized gain (loss)

33,390

21,718

Change in net unrealized appreciation (depreciation)

(23,553)

87,347

Net increase (decrease) in net assets resulting from operations

71,509

175,016

Distributions to shareholders from net investment income

(57,747)

(66,200)

Distributions to shareholders from net realized gain

(10,638)

(2,860)

Total distributions

(68,385)

(69,060)

Share transactions - net increase (decrease)

395,805

(454,179)

Total increase (decrease) in net assets

398,929

(348,223)

 

 

 

Net Assets

Beginning of period

3,964,553

4,312,776

End of period (including distributions in excess of net investment income of $1,257 and distributions in excess of net investment income of $6,396, respectively)

$ 4,363,482

$ 3,964,553

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .126

  .138

  .105

  .141

  .015

  .199

Net realized and unrealized gain (loss)

  .048

  .278

  (.454)

  .327

  .199

  .108

Total from investment operations

  .174

  .416

  (.349)

  .468

  .214

  .307

Distributions from net investment income

  (.116)

  (.139)

  (.099)

  (.135)

  (.014)

  (.191)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.144)

  (.146)

  (.421)

  (.398)

  (.014)

  (.447)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

Total ReturnB, C, D

  1.67%

  4.10%

  (3.29)%

  4.39%

  2.00%

  2.94%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of fee waivers, if any

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of all reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Net investment income (loss)

  1.20%

  1.34%

  .99%

  1.30%

  1.61%A

  1.88%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 222

$ 246

$ 291

$ 380

$ 345

$ 329

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A, K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .127

  .140

  .107

  .143

  .015

  .201

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .209

  .098

Total from investment operations

  .175

  .417

  (.347)

  .470

  .224

  .299

Distributions from net investment income

  (.117)

  (.140)

  (.101)

  (.137)

  (.014)

  (.193)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.145)

  (.147)

  (.423)

  (.400)

  (.014)

  (.449)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  1.68%

  4.12%

  (3.27)%

  4.41%

  2.10%

  2.86%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of fee waivers, if any

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of all reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Net investment income (loss)

  1.20%

  1.36%

  1.01%

  1.32%

  1.62%A

  1.89%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 181

$ 196

$ 228

$ 309

$ 286

$ 272

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .049

  .063

  .028

  .062

  .008

  .122

Net realized and unrealized gain (loss)

  .049

  .278

  (.454)

  .328

  .210

  .098

Total from investment operations

  .098

  .341

  (.426)

  .390

  .218

  .220

Distributions from net investment income

  (.040)

  (.064)

  (.022)

  (.057)

  (.008)

  (.114)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.068)

  (.071)

  (.344)

  (.320)

  (.008)

  (.370)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  .93%

  3.36%

  (3.99)%

  3.64%

  2.04%

  2.10%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of all reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Net investment income (loss)

  .46%

  .61%

  .26%

  .58%

  .90%A

  1.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 6

$ 9

$ 13

$ 20

$ 26

$ 25

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .044

  .059

  .025

  .060

  .008

  .121

Net realized and unrealized gain (loss)

  .048

  .278

  (.443)

  .318

  .210

  .098

Total from investment operations

  .092

  .337

  (.418)

  .378

  .218

  .219

Distributions from net investment income

  (.034)

  (.060)

  (.020)

  (.055)

  (.008)

  (.113)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.062)

  (.067)

  (.342)

  (.318)

  (.008)

  (.369)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

Total ReturnB, C, D

  .88%

  3.32%

  (3.93)%

  3.53%

  2.04%

  2.09%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of fee waivers, if any

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of all reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Net investment income (loss)

  .42%

  .57%

  .24%

  .56%

  .88%A

  1.14%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 54

$ 58

$ 73

$ 98

$ 95

$ 89

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

$ 10.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .159

  .171

  .138

  .175

  .018

  .233

Net realized and unrealized gain (loss)

  .048

  .278

  (.453)

  .328

  .199

  .108

Total from investment operations

  .207

  .449

  (.315)

  .503

  .217

  .341

Distributions from net investment income

  (.149)

  (.172)

  (.133)

  (.170)

  (.017)

  (.225)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.177)

  (.179)

  (.455)

  (.433)

  (.017)

  (.481)

Net asset value, end of period

$ 10.48

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

Total ReturnB, C

  1.99%

  4.45%

  (2.99)%

  4.73%

  2.03%

  3.27%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Net investment income (loss)

  1.51%

  1.66%

  1.31%

  1.62%

  1.91%A

  2.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 3,489

$ 3,157

$ 3,412

$ 4,313

$ 4,270

$ 4,167

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .154

  .166

  .133

  .169

  .017

  .225

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .210

  .099

Total from investment operations

  .202

  .443

  (.321)

  .496

  .227

  .324

Distributions from net investment income

  (.144)

  (.166)

  (.127)

  (.163)

  (.017)

  (.218)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.172)

  (.173)

  (.449)

  (.426)

  (.017)

  (.474)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C

  1.94%

  4.38%

  (3.03)%

  4.66%

  2.12%

  3.10%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Net investment income (loss)

  1.46%

  1.61%

  1.26%

  1.56%

  1.84%A

  2.13%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 412

$ 298

$ 296

$ 334

$ 344

$ 344

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Government Income Fund (the Fund) is a fund of Fidelity Income Fund (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, Government Income and Class I (formerly Institutional Class) shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 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*

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

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 advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Foreign government and government agency obligations, U.S. government and government agency obligations 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. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. 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.

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Annual Report

3. Significant Accounting Policies - continued

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 August 31, 2015, 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.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, swaps, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 72,462

Gross unrealized depreciation

(33,811)

Net unrealized appreciation (depreciation) on securities

$ 38,651

 

 

Tax cost

$ 4,564,181

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 21,224

Undistributed long-term capital gain

$ 18,581

Net unrealized appreciation (depreciation) on securities and other investments

$ 37,753

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 61,170

$ 69,060

Long-term Capital Gains

7,215

-

Total

$ 68,385

$ 69,060

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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, options 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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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

$ 7,745

$ (2,587)

Purchased Options

(1,266)

1,216

Swaps

(307)

28

Totals (a)

$ 6,172

$ (1,343)

(a) A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net

Annual Report

4. Derivative Instruments - continued

Options - continued

realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Swaps - continued

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 $156,617 and $15,381, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. 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 .20% 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 annualized management fee rate was .31% of the Fund's average net assets.

In addition, under the expense contract, the investment adviser pays class-level expenses for Government Income, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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 Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 593

$ 4

Class T

-%

.25%

476

2

Class B

.65%

.25%

67

49

Class C

.75%

.25%

599

46

 

 

 

$ 1,735

$ 101

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, .75% 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

$ 14

Class T

4

Class B*

4

Class C*

5

 

$ 27

* 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 each respective class of the Fund, with the exception of Government Income. FIIOC receives an asset-based fee of .10% of Government Income's average net

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 395

.17

Class T

305

.16

Class B

19

.25

Class C

115

.19

Government Income

3,368

.10

Class I

548

.15

 

$ 4,750

 

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, *Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

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 $6 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. 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

Annual Report

8. Security Lending - continued

delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. 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, 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 interest income. Total security lending income during the period amounted to $143.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015

2014

From net investment income

 

 

Class A

$ 2,625

$ 3,486

Class T

2,118

2,832

Class B

28

64

Class C

195

374

Government Income

47,788

54,450

Class I

4,993

4,994

Total

$ 57,747

$ 66,200

From net realized gain

 

 

Class A

$ 646

$ 183

Class T

523

147

Class B

22

8

Class C

154

46

Government Income

8,467

2,266

Class I

826

210

Total

$ 10,638

$ 2,860

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015

2014

2015

2014

Class A

 

 

 

 

Shares sold

6,410

4,076

$ 67,517

$ 42,098

Reinvestment of distributions

298

333

3,143

3,442

Shares redeemed

(9,109)

(9,464)

(95,762)

(97,492)

Net increase (decrease)

(2,401)

(5,055)

$ (25,102)

$ (51,952)

Class T

 

 

 

 

Shares sold

5,058

3,767

$ 53,356

$ 38,865

Reinvestment of distributions

244

282

2,573

2,910

Shares redeemed

(6,808)

(7,679)

(71,811)

(79,131)

Net increase (decrease)

(1,506)

(3,630)

$ (15,882)

$ (37,356)

Class B

 

 

 

 

Shares sold

30

28

$ 319

$ 284

Reinvestment of distributions

4

5

40

54

Shares redeemed

(303)

(468)

(3,186)

(4,813)

Net increase (decrease)

(269)

(435)

$ (2,827)

$ (4,475)

Class C

 

 

 

 

Shares sold

2,397

725

$ 25,389

$ 7,489

Reinvestment of distributions

27

31

282

321

Shares redeemed

(2,806)

(2,355)

(29,497)

(24,278)

Net increase (decrease)

(382)

(1,599)

$ (3,826)

$ (16,468)

Government Income

 

 

 

 

Shares sold

102,857

58,390

$ 1,086,736

$ 600,976

Reinvestment of distributions

5,138

5,285

54,081

54,536

Shares redeemed

(77,145)

(96,607)

(811,762)

(993,763)

Net increase (decrease)

30,850

(32,932)

$ 329,055

$ (338,251)

Class I

 

 

 

 

Shares sold

22,692

9,661

$ 240,263

$ 99,548

Reinvestment of distributions

536

488

5,652

5,040

Shares redeemed

(12,486)

(10,680)

(131,528)

(110,265)

Net increase (decrease)

10,742

(531)

$ 114,387

$ (5,677)

Annual Report

11. 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.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Government Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 22, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversees 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

Trustees and Officers - continued

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

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-
present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer, and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board 

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Government Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class I

10/12/15

10/09/15

$0.082

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015, $21,856,234, or, if subsequently determined to be different, the net capital gain of such year.

A total of 37.14% 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 $38,762,225 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

FMR Investment Management (U.K.)
Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AGVTI-UANN-1015
1.834231.108
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

Fidelity®

Government Income

Fund

Annual Report

August 31, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 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. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

  Fidelity® Government Income Fund

1.99%

2.35%

4.18%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Government Income Fund, a class of the fund, on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Government Bond Index performed over the same period.

gov2550308

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from William Irving, Lead Portfolio Manager: The fund's share classes posted low single-digit gains for the 12 months (excluding sales charges, if applicable), but overall lagged the 2.37% return of the benchmark Barclays 75% U.S. Government/25% U.S MBS Blended Index. Owning Treasury Inflation-Protected Securities (TIPS), which are not in the benchmark, hurt us. TIPS performed poorly as inflation expectations dropped to a five-year low. The fund's performance was hurt also by "pricing basis." The fund is priced daily at 4:00 p.m. Eastern time, while the benchmark is priced at 3:00 p.m. Eastern. This led to pricing dispersion on the final hour of the final day of the review period. In contrast, our focus on certain prepayment-resistant mortgage-backed securities (MBS) proved a plus, more than offsetting the modest amount of ground we lost by slightly overweighting the sector in lieu of comparable Treasuries. For example, our overweighting in high-coupon MBS aided our result. Overweighting reverse-mortgage securities, which can help older homeowners turn a portion of their home equity into cash, was another plus.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015 to
August 31, 2015

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.76%

 

 

 

Actual

 

$ 1,000.00

$ 996.80

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class B

1.48%

 

 

 

Actual

 

$ 1,000.00

$ 993.10

$ 7.44

HypotheticalA

 

$ 1,000.00

$ 1,017.74

$ 7.53

Class C

1.53%

 

 

 

Actual

 

$ 1,000.00

$ 992.90

$ 7.69

HypotheticalA

 

$ 1,000.00

$ 1,017.49

$ 7.78

Government Income

.45%

 

 

 

Actual

 

$ 1,000.00

$ 998.30

$ 2.27

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 998.10

$ 2.52

HypotheticalA

 

$ 1,000.00

$ 1,022.68

$ 2.55

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying 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%.

Annual Report


Investment Changes (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.

Coupon Distribution as of August 31, 2015

 

% of fund's investments

% of fund's investments
6 months ago

Zero coupon bonds

0.0

0.0

0.01 - 0.99%

17.1

17.1

1 - 1.99%

23.1

24.3

2 - 2.99%

12.3

10.5

3 - 3.99%

22.4

20.5

4 - 4.99%

13.2

13.9

5 - 5.99%

9.2

9.2

6 - 6.99%

0.7

0.9

7% and above

0.7

0.9

 

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

5.9

6.0

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.0

4.8

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

gov2550310

Mortgage
Securities 24.5%

 

gov2550312

Mortgage
Securities 25.7%

 

gov2550314

CMOs and
Other Mortgage
Related Securities 24.7%

 

gov2550316

CMOs and
Other Mortgage
Related Securities 16.2%

 

gov2550318

U.S. Treasury
Obligations 47.1%

 

gov2550320

U.S. Treasury
Obligations 51.9%

 

gov2550322

U.S. Government
Agency
Obligations 2.8%

 

gov2550324

U.S. Government
Agency
Obligations 2.8%

 

gov2550326

Foreign Government & Government Agency Obligations 3.6%

 

gov2550328

Foreign Government & Government Agency Obligations 2.9%

 

gov2550330

Short-Term
Investments and
Net Other Assets (Liabilities)†† (2.7)%

 

gov2550332

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

gov2550334

* Foreign investments

3.6%

 

** Foreign investments

2.9%

 

* Futures and Swaps

3.2%

 

** Futures and Swaps

3.8%

 

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 investments in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

†† Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

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

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 49.9%

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

1.125% 7/20/18

$ 229

$ 229

1.625% 11/27/18

913

924

Small Business Administration guaranteed development participation certificates:

Series 2002-20J Class 1, 4.75% 10/1/22

1,359

1,431

Series 2002-20K Class 1, 5.08% 11/1/22

2,161

2,317

Series 2004-20H Class 1, 5.17% 8/1/24

744

806

Tennessee Valley Authority:

1.75% 10/15/18

23,006

23,365

5.25% 9/15/39

2,807

3,445

5.375% 4/1/56

3,438

4,241

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

36,758

U.S. Treasury Inflation-Protected Obligations - 1.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

58,733

52,833

1.375% 2/15/44

23,946

25,152

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

77,985

U.S. Treasury Obligations - 45.3%

U.S. Treasury Bonds:

2.875% 8/15/45

16,000

15,744

3% 11/15/44

22,500

22,611

3% 5/15/45

63,797

64,249

3.375% 5/15/44

6,265

6,764

3.625% 2/15/44 (e)

27,582

31,186

4.375% 2/15/38

51,154

64,683

5% 5/15/37 (d)

41,142

56,624

U.S. Treasury Notes:

0.375% 10/31/16

66,800

66,704

0.5% 2/28/17

64,339

64,236

0.5% 3/31/17

15,000

14,968

0.5% 4/30/17

49,500

49,371

0.625% 11/15/16

4,315

4,320

0.625% 12/15/16

1,129

1,130

0.625% 12/31/16

62,265

62,318

0.625% 2/15/17

12,000

12,003

0.625% 7/31/17

40,000

39,935

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

0.625% 8/31/17

$ 20,000

$ 19,953

0.75% 1/15/17

10,000

10,022

0.75% 6/30/17

3,736

3,738

0.75% 4/15/18

46,723

46,435

0.875% 11/30/16

7,522

7,554

0.875% 1/31/17

704

707

0.875% 5/15/17

15,893

15,944

0.875% 8/15/17

715

717

0.875% 10/15/17

4,191

4,195

0.875% 1/31/18

4,683

4,677

0.875% 7/31/19

6,174

6,056

1% 9/30/16

41,719

41,962

1% 10/31/16

39,991

40,219

1% 5/31/18

58,578

58,531

1% 8/15/18

20,000

19,966

1.25% 11/30/18

35,000

35,076

1.375% 7/31/18

14,780

14,908

1.375% 9/30/18

17,526

17,657

1.375% 2/28/19

69,770

70,048

1.375% 3/31/20

144,474

143,676

1.375% 4/30/20

4,172

4,146

1.375% 8/31/20

25,000

24,813

1.5% 12/31/18

10,768

10,868

1.5% 1/31/19

43,197

43,568

1.5% 1/31/22

59,399

57,988

1.625% 4/30/19

11,603

11,735

1.625% 6/30/19

51,223

51,747

1.625% 12/31/19

41,368

41,643

1.625% 6/30/20

21,692

21,777

1.625% 7/31/20 (b)

30,000

30,100

1.75% 9/30/19

78,340

79,388

1.75% 10/31/20

18,000

18,096

1.75% 2/28/22

5,000

4,953

1.75% 3/31/22

19,942

19,740

1.875% 8/31/17

27,000

27,581

1.875% 9/30/17

67,400

68,865

1.875% 8/31/22

15,000

14,955

2% 5/31/21

10,000

10,119

2% 7/31/22

10,000

10,043

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2% 8/15/25

$ 15,000

$ 14,713

2.125% 6/30/21

22,000

22,400

2.125% 12/31/21

2,000

2,029

2.125% 6/30/22

51,197

51,860

2.125% 5/15/25

6,000

5,946

2.25% 3/31/21

17,358

17,828

2.25% 4/30/21

32,286

33,130

2.375% 7/31/17

741

764

2.5% 6/30/17

10,000

10,324

2.75% 11/30/16

18,530

19,043

3.125% 1/31/17

39,773

41,180

3.5% 2/15/18

23,836

25,314

4.5% 5/15/17

24,685

26,292

4.75% 8/15/17

12,983

13,985

TOTAL U.S. TREASURY OBLIGATIONS

1,975,820

Other Government Related - 2.0%

National Credit Union Administration Guaranteed Notes:

Series 2010-A1 Class A, 0.5385% 12/7/20 (NCUA Guaranteed) (f)

4,583

4,576

Series 2011-R4 Class 1A, 0.5708% 3/6/20 (NCUA Guaranteed) (f)

3,436

3,442

National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed)

74,000

80,012

TOTAL OTHER GOVERNMENT RELATED

88,030

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,157,352)

2,178,593

U.S. Government Agency - Mortgage Securities - 3.6%

 

Fannie Mae - 1.8%

1.85% 10/1/33 (f)

186

193

1.885% 2/1/33 (f)

112

117

1.91% 12/1/34 (f)

196

205

1.91% 3/1/35 (f)

96

101

1.915% 11/1/33 (f)

277

291

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

1.931% 10/1/33 (f)

$ 65

$ 68

1.94% 7/1/35 (f)

68

71

2.05% 3/1/35 (f)

16

17

2.149% 3/1/36 (f)

664

701

2.19% 3/1/37 (f)

115

122

2.194% 7/1/34 (f)

118

125

2.273% 3/1/40 (f)

2,140

2,285

2.302% 6/1/36 (f)

189

202

2.334% 7/1/35 (f)

252

267

2.36% 11/1/36 (f)

119

127

2.421% 10/1/33 (f)

133

142

2.458% 3/1/35 (f)

100

107

2.511% 2/1/36 (f)

50

53

2.544% 5/1/36 (f)

182

194

2.557% 6/1/42 (f)

415

429

2.69% 2/1/42 (f)

2,314

2,393

2.758% 1/1/42 (f)

2,206

2,294

2.96% 11/1/40 (f)

244

256

2.982% 9/1/41 (f)

251

261

3% 9/1/45 (c)

20,700

20,789

3% 10/1/45 (c)

20,700

20,738

3.059% 10/1/41 (f)

111

116

3.239% 7/1/41 (f)

418

442

3.309% 10/1/41 (f)

235

247

3.554% 7/1/41 (f)

476

504

4% 2/1/42

488

521

4.5% 7/1/33 to 4/1/39

4,804

5,265

4.5% 9/1/45 (c)

4,800

5,200

5% 7/1/35

10,649

11,792

5.5% 1/1/29

2,275

2,542

6.5% 2/1/17 to 5/1/27

438

493

9.5% 10/1/20

13

14

11.5% 6/15/19 to 1/15/21

3

3

 

79,687

Freddie Mac - 0.5%

1.82% 3/1/35 (f)

470

488

2.121% 5/1/37 (f)

323

345

2.394% 10/1/42 (f)

2,460

2,594

2.49% 6/1/35 (f)

456

485

2.506% 2/1/36 (f)

29

31

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

2.722% 3/1/33 (f)

$ 22

$ 24

2.757% 7/1/36 (f)

371

397

2.798% 7/1/35 (f)

1,216

1,301

3% 11/1/42 to 2/1/43

4,474

4,529

3.091% 9/1/41 (f)

2,412

2,510

3.155% 10/1/35 (f)

180

191

3.22% 9/1/41 (f)

271

284

3.235% 4/1/41 (f)

293

307

3.289% 6/1/41 (f)

311

329

3.444% 5/1/41 (f)

290

304

3.62% 6/1/41 (f)

452

478

3.705% 5/1/41 (f)

386

409

4.5% 5/1/39 to 10/1/41

4,137

4,530

5.5% 7/1/29

46

52

6% 1/1/24

1,784

1,966

9.5% 6/1/18 to 8/1/21

24

26

 

21,580

Ginnie Mae - 1.3%

3.5% 9/1/45 (c)

100

104

4.3% 8/20/61 (k)

4,958

5,215

4.649% 2/20/62 (k)

3,412

3,662

4.682% 2/20/62 (k)

4,302

4,609

4.684% 1/20/62 (k)

25,578

27,361

5.47% 8/20/59 (k)

1,685

1,739

5.5% 11/15/35

2,634

2,983

5.612% 4/20/58 (k)

1,470

1,493

6% 6/15/36

5,823

6,779

 

53,945

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $153,186)

155,212

Collateralized Mortgage Obligations - 14.2%

 

U.S. Government Agency - 14.2%

Fannie Mae:

floater:

Series 2001-38 Class QF, 1.1794% 8/25/31 (f)

130

133

Series 2002-49 Class FB, 0.7996% 11/18/31 (f)

118

119

Series 2002-60 Class FV, 1.1994% 4/25/32 (f)

51

52

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Fannie Mae: - continued

floater:

Series 2002-75 Class FA, 1.1994% 11/25/32 (f)

$ 105

$ 107

Series 2010-15 Class FJ, 1.1294% 6/25/36 (f)

8,297

8,452

planned amortization class:

Series 2005-19 Class PA, 5.5% 7/25/34

2,806

3,039

Series 2005-27 Class NE, 5.5% 5/25/34

2,058

2,134

Series 2005-64 Class PX, 5.5% 6/25/35

2,775

3,041

Series 2005-68 Class CZ, 5.5% 8/25/35

5,673

6,372

Series 2006-45 Class OP, 0% 6/25/36 (i)

1,186

1,053

Series 2010-118 Class PB, 4.5% 10/25/40

7,053

7,607

Series 2015-5 Class CP, 3% 6/25/43

42,093

43,657

Series 2015-54 Class GA, 2.5% 7/25/45

12,965

13,320

sequential payer:

Series 2003-117 Class MD, 5% 12/25/23

1,373

1,509

Series 2004-91 Class Z, 5% 12/25/34

8,205

9,070

Series 2005-117 Class JN, 4.5% 1/25/36

645

705

Series 2005-14 Class ZB, 5% 3/25/35

2,475

2,737

Series 2006-72 Class CY, 6% 8/25/26

5,377

5,953

Series 2009-59 Class HB, 5% 8/25/39

3,372

3,727

Series 2009-85 Class IB, 4.5% 8/25/24 (h)

584

48

Series 2009-93 Class IC, 4.5% 9/25/24 (h)

877

71

Series 2010-139 Class NI, 4.5% 2/25/40 (h)

5,712

810

Series 2010-39 Class FG, 1.1194% 3/25/36 (f)

5,215

5,347

Series 2010-97 Class CI, 4.5% 8/25/25 (h)

1,866

137

Series 2012-27 Class EZ, 4.25% 3/25/42

7,980

8,596

Freddie Mac:

floater:

Series 2530 Class FE, 0.7976% 2/15/32 (f)

72

73

Series 2630 Class FL, 0.6976% 6/15/18 (f)

57

57

Series 2682 Class FB, 1.0976% 10/15/33 (f)

4,544

4,636

Series 2711 Class FC, 1.0976% 2/15/33 (f)

2,845

2,897

planned amortization class:

Series 1141 Class G, 9% 9/15/21

60

69

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

15

16

Series 2376 Class JE, 5.5% 11/15/16

109

111

Series 2381 Class OG, 5.5% 11/15/16

52

53

Series 2672 Class MG, 5% 9/15/23

6,659

7,214

Series 2682 Class LD, 4.5% 10/15/33

777

845

Series 3415 Class PC, 5% 12/15/37

843

910

Series 3763 Class QA, 4% 4/15/34

2,437

2,524

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac: - continued

planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34

$ 3,536

$ 3,627

sequential payer:

Series 2004-2802 Class ZG, 5.5% 5/15/34

10,783

12,201

Series 2587 Class AD, 4.71% 3/15/33

5,180

5,574

Series 2773 Class HC, 4.5% 4/15/19

620

646

Series 2877 Class ZD, 5% 10/15/34

9,726

10,717

Series 3007 Class EW, 5.5% 7/15/25

8,067

8,898

Series 3745 Class KV, 4.5% 12/15/26

7,333

8,079

Series 3871 Class KB, 5.5% 6/15/41

13,870

15,770

Series 3843 Class PZ, 5% 4/15/41

2,316

2,729

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2008-2 Class FD, 0.6828% 1/20/38 (f)

363

366

Series 2008-73 Class FA, 1.0628% 8/20/38 (f)

2,583

2,636

Series 2008-83 Class FB, 1.1028% 9/20/38 (f)

2,578

2,632

Series 2009-108 Class CF, 0.7976% 11/16/39 (f)

1,709

1,727

Series 2011-H20 Class FA, 0.7382% 9/20/61 (f)(k)

10,852

10,888

Series 2011-H21 Class FA, 0.7882% 10/20/61 (f)(k)

7,338

7,373

Series 2012-H01 Class FA, 0.8882% 11/20/61 (f)(k)

6,142

6,179

Series 2012-H03 Class FA, 0.8882% 1/20/62 (f)(k)

3,803

3,826

Series 2012-H06 Class FA, 0.8182% 1/20/62 (f)(k)

5,818

5,854

Series 2012-H07 Class FA, 0.8182% 3/20/62 (f)(k)

3,487

3,514

Series 2013-H19:

Class FC, 0.7882% 8/20/63 (f)(k)

1,238

1,245

Class FD, 0.7882% 8/20/63 (f)(k)

3,391

3,408

Series 2014-H02 Class FB, 0.8382% 12/20/63 (f)(k)

40,266

40,466

Series 2014-H03 Class FA, 0.7882% 1/20/64 (f)(k)

17,130

17,223

Series 2015-H07 Class FA, 0.3% 3/20/65 (f)(k)

28,047

27,988

Series 2015-H13 Class FL, 0.4682% 5/20/63 (f)(k)

45,007

44,917

Series 2015-H19 Class FA, 0.393% 4/20/63 (f)(k)

43,200

43,119

floater sequential payer Series 2011-150 Class D, 3% 4/20/37

246

249

sequential payer Series 2011-69 Class GX, 4.5% 5/16/40

10,205

11,267

Series 2010-H15 Class TP, 5.15% 8/20/60 (k)

18,677

20,146

Series 2010-H17 Class XP, 5.3% 7/20/60 (f)(k)

24,825

26,653

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

Series 2010-H18 Class PL, 5.01% 9/20/60 (f)(k)

$ 18,269

$ 19,673

Series 2012-64 Class KB, 5.7099% 5/20/41 (f)

1,269

1,442

Series 2013-124:

Class ES, 8.3963% 4/20/39 (f)(j)

6,373

7,412

Class ST, 8.5297% 8/20/39 (f)(j)

11,972

14,055

Series 2015-H17 Class HA, 2.5% 5/20/65 (k)

17,318

17,747

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (k)

6,645

6,806

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (k)

55,661

57,061

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $616,193)

621,314

Commercial Mortgage Securities - 6.9%

 

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (f)

550

548

pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20

3,740

4,100

sequential payer:

Series K006 Class A2, 4.251% 1/25/20

24,840

27,174

Series K009 Class A2, 3.808% 8/25/20

32,528

35,158

Series K034 Class A1, 2.669% 2/25/23

14,765

15,188

Series K717 Class A2, 2.991% 9/25/21

9,506

9,880

Series K032 Class A1, 3.016% 2/25/23

25,691

26,908

Series K039 Class A2, 3.303% 7/25/24

24,645

25,575

Series K042 Class A2, 2.67% 12/25/24

22,200

21,856

Series K047 Class A2, 3.329% 5/25/25

32,284

33,485

Series K501 Class A2, 1.655% 11/25/16

9,638

9,707

Series K716 Class A2, 3.13% 6/25/21

6,500

6,821

Freddie Mac Multi-family Strutured Pass-thru Certificates:

sequential payer Series K718 Class A2, 2.791% 1/25/22

27,400

28,149

Series K044 Class A2, 2.811% 1/25/25

58,600

58,225

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $303,620)

302,774

Foreign Government and Government Agency Obligations - 3.6%

 

Principal Amount (000s)

Value (000s)

Israeli State:

(guaranteed by U.S. Government through Agency for International Development):

5.5% 9/18/23

$ 72,266

$ 87,706

5.5% 12/4/23

48

58

5.5% 4/26/24

6,065

7,406

Jordanian Kingdom:

2.503% 10/30/20

41,050

42,349

3% 6/30/25

19,267

19,618

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $143,259)

157,137

Fixed-Income Funds - 24.0%

Shares

 

Fidelity Mortgage Backed Securities Central Fund (g)
(Cost $996,061)

9,569,826


1,044,642

Cash Equivalents - 3.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15:

(Collateralized by U.S. Government Obligations) # (a)

$ 11,302

11,302

(Collateralized by U.S. Government Obligations) #

131,859

131,858

TOTAL CASH EQUIVALENTS

(Cost $143,160)


143,160

TOTAL INVESTMENT PORTFOLIO - 105.5%

(Cost $4,512,831)

4,602,832

NET OTHER ASSETS (LIABILITIES) - (5.5)%

(239,350)

NET ASSETS - 100%

$ 4,363,482

TBA Sale Commitments

 

Principal Amount (000s)

Value (000s)

Fannie Mae

3% 9/1/45

$ (20,700)

$ (20,789)

4.5% 9/1/45

(4,800)

(5,200)

TOTAL TBA SALE COMMITMENTS

(Proceeds $26,075)

$ (25,989)

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Treasury Contracts

207 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

$ 26,302

$ (170)

350 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

76,464

(116)

156 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

18,632

(89)

407 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

64,471

(770)

TOTAL TREASURY CONTRACTS

$ 185,869

$ (1,145)

The face value of futures purchased as a percentage of net assets is 4.3%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $214,309,000.

Swaps

Interest Rate Swaps

Clearinghouse/
Counterparty(1)

Expiration Date

Notional Amount(1) (000s)

Payment Received

Payment Paid

Value (000s)

Upfront Premium Received/
(Paid)(2) (000s)

Unrealized Appreciation/(Depreciation) (000s)

LCH

Sep. 2017

$ 11,600

3-month LIBOR

1.5%

$ (59)

$ 0

$ (59)

LCH

Sep. 2020

6,800

3-month LIBOR

2.25%

(126)

0

(126)

CME

Sep. 2025

22,400

2.75%

3-month LIBOR

653

0

653

CME

Sep. 2045

1,100

3%

3-month LIBOR

63

$ 0

$ 63

LCH

Sep. 2045

19,300

3-month LIBOR

3%

(1,217)

0

(1,217)

TOTAL INTEREST RATE SWAPS

$ (686)

$ 0

$ (686)

 

(1) Swaps with CME Group (CME) and 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).

Legend

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

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

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,465,000.

(e) 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 $4,252,000.

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

(g) 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 advisor.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.

(h) 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.

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

(j) 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.

(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.

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

Repurchase Agreement / Counterparty

Value
(000s)

$11,302,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 11,302

$131,858,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 131,858

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 Mortgage Backed Securities Central Fund

$ 22,562

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

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Mortgage Backed Securities Central Fund

$ 909,967

$ 129,953

$ 0

$ 1,044,642

20.4%

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

U.S. Government and Government Agency Obligations

$ 2,178,593

$ -

$ 2,178,593

$ -

U.S. Government Agency - Mortgage Securities

155,212

-

155,212

-

Collateralized Mortgage Obligations

621,314

-

621,314

-

Commercial Mortgage Securities

302,774

-

302,774

-

Foreign Government and Government Agency Obligations

157,137

-

157,137

-

Fixed-Income Funds

1,044,642

1,044,642

-

-

Cash Equivalents

143,160

-

143,160

-

Total Investments in Securities:

$ 4,602,832

$ 1,044,642

$ 3,558,190

$ -

Derivative Instruments:

Assets

Swaps

$ 716

$ -

$ 716

$ -

Liabilities

Futures Contracts

$ (1,145)

$ (1,145)

$ -

$ -

Swaps

(1,402)

-

(1,402)

-

Total Liabilities:

$ (2,547)

$ (1,145)

$ (1,402)

$ -

Total Derivative Instruments:

$ (1,831)

$ (1,145)

$ (686)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (25,989)

$ -

$ (25,989)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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
(000s)

 

Asset

Liability

Interest Rate Risk

Futures Contracts (a)

$ -

$ (1,145)

Swaps (b)

716

(1,402)

Total Value of Derivatives

$ 716

$ (2,547)

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

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $11,081 and repurchase agreements of $143,160) - See accompanying schedule:

Unaffiliated issuers (cost $3,516,770)

$ 3,558,190

 

Fidelity Central Funds (cost $996,061)

1,044,642

 

Total Investments (cost $4,512,831)

 

$ 4,602,832

Cash

 

1

Receivable for investments sold

248

Receivable for TBA sale commitments

 

26,075

Receivable for fund shares sold

4,671

Interest receivable

12,618

Other receivables

46

Total assets 

4,646,491

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 181,734

 

Delayed delivery

46,843

TBA sale commitments, at value

25,989

Payable for fund shares redeemed

14,832

Distributions payable

181

Accrued management fee

1,121

Distribution and service plan fees payable

131

Payable for daily variation margin for derivative instruments

280

Other affiliated payables

551

Other payables and accrued expenses

45

Collateral on securities loaned, at value

11,302

Total liabilities

283,009

 

 

 

Net Assets

$ 4,363,482

Net Assets consist of:

 

Paid in capital

$ 4,285,969

Distributions in excess of net investment income

(1,257)

Accumulated undistributed net realized gain (loss) on investments

(9,486)

Net unrealized appreciation (depreciation) on investments

88,256

Net Assets

$ 4,363,482

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

 

  August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($221,548 ÷ 21,104 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class T:

Net Asset Value and redemption price per share ($180,646 ÷ 17,210 shares)

$ 10.50

 

 

 

Maximum offering price per share (100/96.00 of $10.50)

$ 10.94

Class B:

Net Asset Value and offering price per share ($5,890 ÷ 561 shares)A

$ 10.50

 

 

 

Class C:

Net Asset Value and offering price per share ($54,262 ÷ 5,170 shares)A

$ 10.50

 

 

 

Government Income:

Net Asset Value, offering price and redemption price per share ($3,489,132 ÷ 332,903 shares)

$ 10.48

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($412,004 ÷ 39,251 shares)

$ 10.50

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

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

  Year ended August 31, 2015

 

 

 

Investment Income

 

 

Interest

 

$ 60,410

Income from Fidelity Central Funds

 

22,562

Total income 

 

82,972

 

 

 

Expenses

Management fee

$ 13,128

Transfer agent fees

4,750

Distribution and service plan fees

1,735

Fund wide operations fee

1,652

Independent trustees' compensation

18

Miscellaneous

17

Total expenses before reductions

21,300

Net investment income (loss)

61,672

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

25,952

Futures contracts

7,745

Swaps

(307)

 

Total net realized gain (loss)

 

33,390

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,347)

Futures contracts

(2,587)

Swaps

28

 

Delayed delivery commitments

353

 

Total change in net unrealized appreciation (depreciation)

 

(23,553)

Net gain (loss)

9,837

Net increase (decrease) in net assets resulting from operations

$ 71,509

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 61,672

$ 65,951

Net realized gain (loss)

33,390

21,718

Change in net unrealized appreciation (depreciation)

(23,553)

87,347

Net increase (decrease) in net assets resulting from operations

71,509

175,016

Distributions to shareholders from net investment income

(57,747)

(66,200)

Distributions to shareholders from net realized gain

(10,638)

(2,860)

Total distributions

(68,385)

(69,060)

Share transactions - net increase (decrease)

395,805

(454,179)

Total increase (decrease) in net assets

398,929

(348,223)

 

 

 

Net Assets

Beginning of period

3,964,553

4,312,776

End of period (including distributions in excess of net investment income of $1,257 and distributions in excess of net investment income of $6,396, respectively)

$ 4,363,482

$ 3,964,553

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .126

  .138

  .105

  .141

  .015

  .199

Net realized and unrealized gain (loss)

  .048

  .278

  (.454)

  .327

  .199

  .108

Total from investment operations

  .174

  .416

  (.349)

  .468

  .214

  .307

Distributions from net investment income

  (.116)

  (.139)

  (.099)

  (.135)

  (.014)

  (.191)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.144)

  (.146)

  (.421)

  (.398)

  (.014)

  (.447)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.70

Total ReturnB, C, D

  1.67%

  4.10%

  (3.29)%

  4.39%

  2.00%

  2.94%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of fee waivers, if any

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Expenses net of all reductions

  .77%

  .77%

  .77%

  .77%

  .76%A

  .77%

Net investment income (loss)

  1.20%

  1.34%

  .99%

  1.30%

  1.61%A

  1.88%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 222

$ 246

$ 291

$ 380

$ 345

$ 329

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A, K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .127

  .140

  .107

  .143

  .015

  .201

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .209

  .098

Total from investment operations

  .175

  .417

  (.347)

  .470

  .224

  .299

Distributions from net investment income

  (.117)

  (.140)

  (.101)

  (.137)

  (.014)

  (.193)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.145)

  (.147)

  (.423)

  (.400)

  (.014)

  (.449)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  1.68%

  4.12%

  (3.27)%

  4.41%

  2.10%

  2.86%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of fee waivers, if any

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Expenses net of all reductions

  .76%

  .76%

  .75%

  .75%

  .75%A

  .76%

Net investment income (loss)

  1.20%

  1.36%

  1.01%

  1.32%

  1.62%A

  1.89%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 181

$ 196

$ 228

$ 309

$ 286

$ 272

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .049

  .063

  .028

  .062

  .008

  .122

Net realized and unrealized gain (loss)

  .049

  .278

  (.454)

  .328

  .210

  .098

Total from investment operations

  .098

  .341

  (.426)

  .390

  .218

  .220

Distributions from net investment income

  (.040)

  (.064)

  (.022)

  (.057)

  (.008)

  (.114)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.068)

  (.071)

  (.344)

  (.320)

  (.008)

  (.370)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C, D

  .93%

  3.36%

  (3.99)%

  3.64%

  2.04%

  2.10%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Expenses net of all reductions

  1.50%

  1.50%

  1.50%

  1.49%

  1.49%A

  1.50%

Net investment income (loss)

  .46%

  .61%

  .26%

  .58%

  .90%A

  1.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 6

$ 9

$ 13

$ 20

$ 26

$ 25

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011H

2011J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .044

  .059

  .025

  .060

  .008

  .121

Net realized and unrealized gain (loss)

  .048

  .278

  (.443)

  .318

  .210

  .098

Total from investment operations

  .092

  .337

  (.418)

  .378

  .218

  .219

Distributions from net investment income

  (.034)

  (.060)

  (.020)

  (.055)

  (.008)

  (.113)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.062)

  (.067)

  (.342)

  (.318)

  (.008)

  (.369)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.96

$ 10.90

$ 10.69

Total ReturnB, C, D

  .88%

  3.32%

  (3.93)%

  3.53%

  2.04%

  2.09%

Ratios to Average Net AssetsF, I

 

 

 

 

 

 

Expenses before reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of fee waivers, if any

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Expenses net of all reductions

  1.55%

  1.54%

  1.52%

  1.51%

  1.50%A

  1.51%

Net investment income (loss)

  .42%

  .57%

  .24%

  .56%

  .88%A

  1.14%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 54

$ 58

$ 73

$ 98

$ 95

$ 89

Portfolio turnover rateG

  83%

  131%

  192%

  222%

  466%A,K

  430%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F 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%.

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

H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

J For the period ended July 31.

K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

$ 10.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .159

  .171

  .138

  .175

  .018

  .233

Net realized and unrealized gain (loss)

  .048

  .278

  (.453)

  .328

  .199

  .108

Total from investment operations

  .207

  .449

  (.315)

  .503

  .217

  .341

Distributions from net investment income

  (.149)

  (.172)

  (.133)

  (.170)

  (.017)

  (.225)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.177)

  (.179)

  (.455)

  (.433)

  (.017)

  (.481)

Net asset value, end of period

$ 10.48

$ 10.45

$ 10.18

$ 10.95

$ 10.88

$ 10.68

Total ReturnB, C

  1.99%

  4.45%

  (2.99)%

  4.73%

  2.03%

  3.27%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Net investment income (loss)

  1.51%

  1.66%

  1.31%

  1.62%

  1.91%A

  2.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 3,489

$ 3,157

$ 3,412

$ 4,313

$ 4,270

$ 4,167

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Fidelity Government Income Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011G

2011I

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

$ 10.84

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)D

  .154

  .166

  .133

  .169

  .017

  .225

Net realized and unrealized gain (loss)

  .048

  .277

  (.454)

  .327

  .210

  .099

Total from investment operations

  .202

  .443

  (.321)

  .496

  .227

  .324

Distributions from net investment income

  (.144)

  (.166)

  (.127)

  (.163)

  (.017)

  (.218)

Distributions from net realized gain

  (.028)

  (.007)

  (.322)

  (.263)

  -

  (.256)

Total distributions

  (.172)

  (.173)

  (.449)

  (.426)

  (.017)

  (.474)

Net asset value, end of period

$ 10.50

$ 10.47

$ 10.20

$ 10.97

$ 10.90

$ 10.69

Total ReturnB, C

  1.94%

  4.38%

  (3.03)%

  4.66%

  2.12%

  3.10%

Ratios to Average Net AssetsE, H

 

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .51%

  .52%A

  .52%

Net investment income (loss)

  1.46%

  1.61%

  1.26%

  1.56%

  1.84%A

  2.13%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 412

$ 298

$ 296

$ 334

$ 344

$ 344

Portfolio turnover rateF

  83%

  131%

  192%

  222%

  466%A,J

  430%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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%.

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

G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

I For the period ended July 31.

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Government Income Fund (the Fund) is a fund of Fidelity Income Fund (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, Government Income and Class I (formerly Institutional Class) shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 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*

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

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 advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Foreign government and government agency obligations, U.S. government and government agency obligations 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. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. 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.

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Annual Report

3. Significant Accounting Policies - continued

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 August 31, 2015, 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.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, swaps, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 72,462

Gross unrealized depreciation

(33,811)

Net unrealized appreciation (depreciation) on securities

$ 38,651

 

 

Tax cost

$ 4,564,181

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 21,224

Undistributed long-term capital gain

$ 18,581

Net unrealized appreciation (depreciation) on securities and other investments

$ 37,753

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 61,170

$ 69,060

Long-term Capital Gains

7,215

-

Total

$ 68,385

$ 69,060

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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, options 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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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

$ 7,745

$ (2,587)

Purchased Options

(1,266)

1,216

Swaps

(307)

28

Totals (a)

$ 6,172

$ (1,343)

(a) A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net

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4. Derivative Instruments - continued

Options - continued

realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

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.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Swaps - continued

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 $156,617 and $15,381, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. 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 .20% 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 annualized management fee rate was .31% of the Fund's average net assets.

In addition, under the expense contract, the investment adviser pays class-level expenses for Government Income, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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

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6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 593

$ 4

Class T

-%

.25%

476

2

Class B

.65%

.25%

67

49

Class C

.75%

.25%

599

46

 

 

 

$ 1,735

$ 101

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, .75% 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

$ 14

Class T

4

Class B*

4

Class C*

5

 

$ 27

* 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 each respective class of the Fund, with the exception of Government Income. FIIOC receives an asset-based fee of .10% of Government Income's average net

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 395

.17

Class T

305

.16

Class B

19

.25

Class C

115

.19

Government Income

3,368

.10

Class I

548

.15

 

$ 4,750

 

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, *Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

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 $6 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. 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

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8. Security Lending - continued

delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. 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, 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 interest income. Total security lending income during the period amounted to $143.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015

2014

From net investment income

 

 

Class A

$ 2,625

$ 3,486

Class T

2,118

2,832

Class B

28

64

Class C

195

374

Government Income

47,788

54,450

Class I

4,993

4,994

Total

$ 57,747

$ 66,200

From net realized gain

 

 

Class A

$ 646

$ 183

Class T

523

147

Class B

22

8

Class C

154

46

Government Income

8,467

2,266

Class I

826

210

Total

$ 10,638

$ 2,860

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015

2014

2015

2014

Class A

 

 

 

 

Shares sold

6,410

4,076

$ 67,517

$ 42,098

Reinvestment of distributions

298

333

3,143

3,442

Shares redeemed

(9,109)

(9,464)

(95,762)

(97,492)

Net increase (decrease)

(2,401)

(5,055)

$ (25,102)

$ (51,952)

Class T

 

 

 

 

Shares sold

5,058

3,767

$ 53,356

$ 38,865

Reinvestment of distributions

244

282

2,573

2,910

Shares redeemed

(6,808)

(7,679)

(71,811)

(79,131)

Net increase (decrease)

(1,506)

(3,630)

$ (15,882)

$ (37,356)

Class B

 

 

 

 

Shares sold

30

28

$ 319

$ 284

Reinvestment of distributions

4

5

40

54

Shares redeemed

(303)

(468)

(3,186)

(4,813)

Net increase (decrease)

(269)

(435)

$ (2,827)

$ (4,475)

Class C

 

 

 

 

Shares sold

2,397

725

$ 25,389

$ 7,489

Reinvestment of distributions

27

31

282

321

Shares redeemed

(2,806)

(2,355)

(29,497)

(24,278)

Net increase (decrease)

(382)

(1,599)

$ (3,826)

$ (16,468)

Government Income

 

 

 

 

Shares sold

102,857

58,390

$ 1,086,736

$ 600,976

Reinvestment of distributions

5,138

5,285

54,081

54,536

Shares redeemed

(77,145)

(96,607)

(811,762)

(993,763)

Net increase (decrease)

30,850

(32,932)

$ 329,055

$ (338,251)

Class I

 

 

 

 

Shares sold

22,692

9,661

$ 240,263

$ 99,548

Reinvestment of distributions

536

488

5,652

5,040

Shares redeemed

(12,486)

(10,680)

(131,528)

(110,265)

Net increase (decrease)

10,742

(531)

$ 114,387

$ (5,677)

Annual Report

11. 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.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Government Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 22, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversees 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-
present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer, and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board 

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Government Income Fund voted to pay on October 12, 2015 to shareholders of record at the opening of business on October 9, 2015, a distribution of $0.082 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015, $21,856,234, or, if subsequently determined to be different, the net capital gain of such year.

A total of 37.14% 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 $38,762,225 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

FMR Investment Management (U.K.)
Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®)gov2550336
1-800-544-5555

gov2550338
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GOV-UANN-1015
1.789246.112
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

Fidelity® Intermediate
Government Income Fund

Annual Report

August 31, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 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. © 2015 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.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

Fidelity® Intermediate Government Income Fund

1.50%

1.70%

3.66%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Intermediate Government Income Fund on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Intermediate Government Bond Index performed over the same period.

slm2702215

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from Lead Portfolio Manager Franco Castagliuolo: For the year, the fund lagged the 1.89% return of the benchmark Barclays U.S. Intermediate Government Bond Index. The fund's performance was hurt by "pricing basis." The fund is priced daily at 4:00 p.m. Eastern time, while the benchmark is priced at 3:00 p.m. Eastern time. This led to pricing dispersion in the final hour of the final day of the review period. Owning Treasury Inflation-Protected Securities (TIPS), which are not in the benchmark, hurt as well. TIPS performed poorly as inflation expectations dropped to a five-year low. In contrast, our focus on certain prepayment-resistant mortgage-backed securities (MBS) proved a plus, more than offsetting the modest amount of ground we lost by slightly overweighting the sector in lieu of comparable Treasuries. For example, our overweighting in high-coupon MBS aided our result. Overweighting reverse-mortgage securities, which can help older homeowners turn a portion of their home equity into cash, was another plus.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015
to August 31, 2015

Actual

.45%

$ 1,000.00

$ 1,003.10

$ 2.27

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

A 5% return per year before expenses

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

C Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Coupon Distribution as of August 31, 2015

 

% of fund's investments

% of fund's
investments
6 months ago

0.01 - 0.99%

22.3

20.6

1 - 1.99%

27.8

28.9

2 - 2.99%

20.5

18.9

3 - 3.99%

9.3

9.4

4 - 4.99%

5.9

7.6

5 - 5.99%

8.5

8.7

6 - 6.99%

1.1

1.2

7 - 7.99%

0.1

0.1

8% and above

2.5

2.8

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

4.1

4.2

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

3.6

3.6

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

slm2702217

Mortgage Securities 3.6%

 

slm2702219

Mortgage Securities 6.4%

 

slm2702221

CMOs and Other Mortgage Related Securities 25.6%

 

slm2702223

CMOs and Other Mortgage Related Securities 19.4%

 

slm2702225

U.S. Treasury
Obligations 63.0%

 

slm2702227

U.S. Treasury
Obligations 64.2%

 

slm2702229

U.S. Government
Agency Obligations 5.5%

 

slm2702231

U.S. Government
Agency Obligations 5.6%

 

slm2702233

Foreign Government & Government Agency Obligations 4.4%

 

slm2702235

Foreign Government & Government Agency Obligations 3.6%

 

slm2702237

Short-Term
Investments and
Net Other Assets (Liabilities)†† (2.1)%

 

slm2702239

Short-Term
Investments and
Net Other Assets (Liabilities) 0.8%

 

* Foreign investments

4.4%

 

** Foreign investments

3.6%

 

* Futures and Swaps

4.9%

 

** Futures and Swaps

6.0%

 

Includes NCUA Guaranteed Notes.

†† Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

slm2702241

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 68.5%

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - 1.1%

Federal Home Loan Bank 1% 6/21/17

$ 3,190

$ 3,202

Small Business Administration guaranteed development participation certificates Series 2004-20H Class 1, 5.17% 8/1/24

144

156

Tennessee Valley Authority 1.75% 10/15/18

4,850

4,926

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

8,284

U.S. Treasury Inflation-Protected Obligations - 3.8%

U.S. Treasury Inflation-Indexed Notes 0.25% 1/15/25

29,218

28,172

U.S. Treasury Obligations - 59.2%

U.S. Treasury Bonds 8.75% 5/15/17

12,750

14,489

U.S. Treasury Notes:

0.375% 10/31/16

4,000

3,994

0.5% 2/28/17

3,776

3,770

0.625% 12/31/16

18,905

18,921

0.75% 6/30/17

14,678

14,687

0.75% 4/15/18

6,035

5,998

0.875% 1/31/18

15,546

15,526

0.875% 7/31/19

22,596

22,162

1% 9/30/16

6,000

6,035

1% 10/31/16

4,099

4,122

1% 5/31/18

15,739

15,726

1% 8/15/18

7,000

6,988

1.125% 6/15/18

9,055

9,077

1.25% 11/30/18

7,000

7,015

1.375% 7/31/18

8,863

8,940

1.375% 9/30/18

3,911

3,940

1.375% 2/28/19

12,639

12,689

1.375% 3/31/20

11,714

11,649

1.375% 4/30/20

972

966

1.5% 12/31/18

1,151

1,162

1.5% 1/31/19

10,148

10,235

1.5% 1/31/22

30,862

30,129

1.625% 4/30/19

13,043

13,192

1.625% 6/30/19

15,724

15,885

1.625% 12/31/19

9,696

9,761

1.625% 6/30/20

725

728

1.625% 7/31/20

3,000

3,010

1.75% 9/30/19

9,904

10,036

1.75% 10/31/20

5,000

5,027

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

1.75% 2/28/22

$ 4,000

$ 3,963

1.75% 4/30/22

3,240

3,205

1.875% 10/31/17

1,923

1,965

1.875% 8/31/22

4,000

3,985

2% 5/31/21

8,000

8,095

2% 7/31/22

5,000

5,021

2% 8/15/25

4,500

4,414

2.125% 6/30/22

7,357

7,452

2.25% 3/31/21

40,560

41,658

2.25% 4/30/21

2,805

2,878

2.375% 7/31/17

12,000

12,372

2.375% 6/30/18

2,062

2,138

2.375% 8/15/24

3,959

4,022

3% 2/28/17

16,424

17,009

3.125% 1/31/17

1,323

1,370

3.5% 2/15/18 (c)

4,299

4,566

4.5% 5/15/17 (b)

1,369

1,458

4.625% 2/15/17

12,625

13,357

4.75% 8/15/17

12,139

13,076

TOTAL U.S. TREASURY OBLIGATIONS

437,863

Other Government Related - 4.4%

National Credit Union Administration Guaranteed Notes:

Series 2010-A1 Class A, 0.5385% 12/7/20 (NCUA Guaranteed) (d)

1,081

1,079

Series 2011-R1 Class 1A, 0.6365% 1/8/20 (NCUA Guaranteed) (d)

2,307

2,317

Series 2011-R4 Class 1A, 0.5708% 3/6/20 (NCUA Guaranteed) (d)

742

743

National Credit Union Administration Guaranteed Notes Master Trust:

2.35% 6/12/17 (NCUA Guaranteed)

14,740

15,124

3.45% 6/12/21 (NCUA Guaranteed)

12,000

12,975

TOTAL OTHER GOVERNMENT RELATED

32,238

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $501,968)

506,557

U.S. Government Agency - Mortgage Securities - 3.6%

 

Principal Amount (000s)

Value (000s)

Fannie Mae - 1.4%

1.885% 2/1/33 (d)

$ 12

$ 13

1.91% 12/1/34 (d)

19

20

1.91% 3/1/35 (d)

12

13

1.915% 11/1/33 (d)

29

31

1.931% 10/1/33 (d)

8

8

1.94% 7/1/35 (d)

8

8

1.952% 10/1/35 (d)

10

11

2.05% 3/1/35 (d)

2

2

2.06% 1/1/35 (d)

91

97

2.143% 9/1/36 (d)

42

45

2.19% 3/1/37 (d)

11

11

2.194% 7/1/34 (d)

14

15

2.243% 3/1/33 (d)

40

42

2.273% 3/1/40 (d)

496

529

2.278% 6/1/47 (d)

61

65

2.299% 7/1/36 (d)

68

72

2.302% 6/1/36 (d)

18

19

2.334% 7/1/35 (d)

19

21

2.36% 11/1/36 (d)

120

127

2.36% 2/1/37 (d)

192

205

2.421% 10/1/33 (d)

17

18

2.458% 3/1/35 (d)

12

13

2.511% 2/1/36 (d)

5

5

2.512% 4/1/36 (d)

137

147

2.544% 5/1/36 (d)

18

19

2.69% 2/1/42 (d)

627

649

2.758% 1/1/42 (d)

584

607

2.845% 8/1/35 (d)

264

283

5% 1/1/22 to 7/1/35 (a)

1,903

2,106

5.5% 10/1/20 to 1/1/29

2,728

2,948

6% 6/1/16 to 3/1/34

475

543

6.5% 6/1/16 to 8/1/36

1,645

1,900

10.25% 10/1/18

1

1

11.5% 6/15/19

0

0*

 

10,593

Freddie Mac - 0.6%

1.82% 3/1/35 (d)

46

48

1.825% 3/1/37 (d)

8

8

2.022% 2/1/37 (d)

22

23

2.04% 7/1/35 (d)

484

507

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

2.05% 6/1/37 (d)

$ 12

$ 13

2.055% 11/1/35 (d)

105

110

2.095% 8/1/37 (d)

32

34

2.121% 5/1/37 (d)

31

34

2.274% 6/1/33 (d)

105

111

2.297% 7/1/35 (d)

64

69

2.328% 10/1/36 (d)

139

147

2.333% 4/1/37 (d)

39

41

2.351% 10/1/35 (d)

58

61

2.385% 5/1/37 (d)

388

414

2.385% 5/1/37 (d)

197

210

2.394% 10/1/42 (d)

664

700

2.415% 6/1/37 (d)

107

114

2.436% 5/1/37 (d)

30

32

2.477% 4/1/34 (d)

414

441

2.506% 2/1/36 (d)

4

4

2.595% 4/1/37 (d)

4

4

2.722% 3/1/33 (d)

2

3

2.757% 7/1/36 (d)

36

39

2.798% 7/1/35 (d)

123

131

3.091% 9/1/41 (d)

679

707

3.155% 10/1/35 (d)

17

19

6% 1/1/24

379

417

6.5% 12/1/21

107

118

9.5% 7/1/16 to 8/1/21

21

23

10% 3/1/16 to 3/1/21

30

33

10.5% 1/1/21

1

1

11% 9/1/20

1

1

 

4,617

Ginnie Mae - 1.6%

4.3% 8/20/61 (g)

1,036

1,090

4.649% 2/20/62 (g)

718

771

4.682% 2/20/62 (g)

899

963

4.684% 1/20/62 (g)

5,506

5,889

5.47% 8/20/59 (g)

355

367

5.5% 11/15/35

555

629

5.612% 4/20/58 (g)

319

324

6% 6/15/36

1,209

1,408

8% 12/15/23

97

111

8.5% 2/15/17

1

1

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Ginnie Mae - continued

10.5% 1/20/16 to 10/15/21

$ 92

$ 103

11% 5/20/16 to 1/20/21

10

11

 

11,667

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $26,211)

26,877

Collateralized Mortgage Obligations - 17.6%

 

U.S. Government Agency - 17.6%

Fannie Mae:

floater:

Series 1994-42 Class FK, 1.82% 4/25/24 (d)

637

643

Series 2001-38 Class QF, 1.1794% 8/25/31 (d)

122

124

Series 2002-60 Class FV, 1.1994% 4/25/32 (d)

26

26

Series 2002-74 Class FV, 0.6494% 11/25/32 (d)

1,339

1,348

Series 2002-75 Class FA, 1.1994% 11/25/32 (d)

52

54

Series 2008-76 Class EF, 0.6994% 9/25/23 (d)

234

235

Series 2010-15 Class FJ, 1.1294% 6/25/36 (d)

1,795

1,829

planned amortization class:

Series 1988-21 Class G, 9.5% 8/25/18

7

8

Series 2002-16 Class PG, 6% 4/25/17

40

41

Series 2002-9 Class PC, 6% 3/25/17

3

3

Series 2003-28 Class KG, 5.5% 4/25/23

292

319

Series 2005-19 Class PA, 5.5% 7/25/34

605

655

Series 2005-27 Class NE, 5.5% 5/25/34

434

450

Series 2005-52 Class PB, 6.5% 12/25/34

10

10

Series 2005-64 Class PX, 5.5% 6/25/35

598

656

Series 2005-68 Class CZ, 5.5% 8/25/35

1,157

1,300

Series 2015-54 Class GA, 2.5% 7/25/45

2,198

2,259

sequential payer:

Series 2002-57 Class BD, 5.5% 9/25/17

15

16

Series 2003-117 Class MD, 5% 12/25/23

289

318

Series 2004-52 Class KZ, 5.5% 7/25/34

3,126

3,500

Series 2004-91 Class Z, 5% 12/25/34

1,815

2,006

Series 2009-59 Class HB, 5% 8/25/39

705

779

Series 2010-139 Class NI, 4.5% 2/25/40 (e)

1,318

187

Series 2010-39 Class FG, 1.1194% 3/25/36 (d)

1,124

1,152

Series 2011-67 Class AI, 4% 7/25/26 (e)

345

39

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac:

floater:

Series 2526 Class FC, 0.5976% 11/15/32 (d)

$ 223

$ 224

Series 2630 Class FL, 0.6976% 6/15/18 (d)

6

6

Series 2711 Class FC, 1.0976% 2/15/33 (d)

614

625

floater planned amortization class Series 2770 Class FH, 0.5976% 3/15/34 (d)

559

563

planned amortization class:

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

11

11

Series 2376 Class JE, 5.5% 11/15/16

11

11

Series 2381 Class OG, 5.5% 11/15/16

5

5

Series 2425 Class JH, 6% 3/15/17

17

18

Series 2672 Class MG, 5% 9/15/23

1,524

1,652

Series 2802 Class OB, 6% 5/15/34

761

854

Series 3415 Class PC, 5% 12/15/37

237

256

Series 3763 Class QA, 4% 4/15/34

508

526

planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34

744

763

sequential payer:

Series 1929 Class EZ, 7.5% 2/17/27

662

749

Series 2004-2802 Class ZG, 5.5% 5/15/34

2,261

2,558

Series 2004-2862 Class NE, 5% 9/15/24

5,165

5,578

Series 2145 Class MZ, 6.5% 4/15/29

777

898

Series 2357 Class ZB, 6.5% 9/15/31

408

473

Series 2877 Class ZD, 5% 10/15/34

2,144

2,362

Series 2998 Class LY, 5.5% 7/15/25

231

255

Series 3007 Class EW, 5.5% 7/15/25

1,023

1,128

Series 3745 Class KV, 4.5% 12/15/26

1,254

1,382

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2007-59 Class FC, 0.7028% 7/20/37 (d)

311

313

Series 2008-2 Class FD, 0.6828% 1/20/38 (d)

76

77

Series 2009-108 Class CF, 0.7976% 11/16/39 (d)

354

358

Series 2009-116 Class KF, 0.7276% 12/16/39 (d)

277

279

Series 2010-9 Class FA, 0.7176% 1/16/40 (d)

450

454

Series 2010-H17 Class FA, 0.519% 7/20/60 (d)(g)

2,778

2,765

Series 2010-H18 Class AF, 0.4882% 9/20/60 (d)(g)

3,252

3,233

Series 2010-H19 Class FG, 0.4882% 8/20/60 (d)(g)

3,898

3,876

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2010-H27 Series FA, 0.5682% 12/20/60 (d)(g)

$ 968

$ 966

Series 2011-H05 Class FA, 0.6882% 12/20/60 (d)(g)

1,910

1,912

Series 2011-H07 Class FA, 0.6882% 2/20/61 (d)(g)

3,543

3,547

Series 2011-H12 Class FA, 0.6782% 2/20/61 (d)(g)

4,089

4,095

Series 2011-H13 Class FA, 0.6882% 4/20/61 (d)(g)

1,583

1,585

Series 2011-H14:

Class FB, 0.6882% 5/20/61 (d)(g)

1,805

1,807

Class FC, 0.6882% 5/20/61 (d)(g)

1,649

1,651

Series 2011-H17 Class FA, 0.7182% 6/20/61 (d)(g)

2,129

2,133

Series 2011-H21 Class FA, 0.7882% 10/20/61 (d)(g)

2,106

2,116

Series 2012-H01 Class FA, 0.8882% 11/20/61 (d)(g)

1,763

1,774

Series 2012-H03 Class FA, 0.8882% 1/20/62 (d)(g)

1,095

1,102

Series 2012-H06 Class FA, 0.8182% 1/20/62 (d)(g)

1,668

1,678

Series 2012-H07 Class FA, 0.8182% 3/20/62 (d)(g)

1,004

1,012

Series 2015-H13 Class FL, 0.4682% 5/20/63 (d)(g)

7,759

7,744

Series 2015-H19 Class FA, 0.393% 4/20/63 (d)(g)

7,400

7,386

floater sequential payer Series 2011-150 Class D, 3% 4/20/37

53

54

planned amortization class:

Series 2011-136 Class WI, 4.5% 5/20/40 (e)

784

129

Series 2011-68 Class EC, 3.5% 4/20/41

1,390

1,464

Series 1999-18 Class Z, 6.25% 5/16/29

1,434

1,608

Series 2010-H15 Class TP, 5.15% 8/20/60 (g)

4,038

4,356

Series 2010-H17 Class XP, 5.3% 7/20/60 (d)(g)

5,254

5,641

Series 2010-H18 Class PL, 5.01% 9/20/60 (d)(g)

3,846

4,141

Series 2012-64 Class KB, 5.7099% 5/20/41 (d)

272

310

Series 2013-124:

Class ES, 8.3963% 4/20/39 (d)(f)

1,300

1,513

Class ST, 8.5297% 8/20/39 (d)(f)

2,443

2,868

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

Series 2015-H17 Class HA, 2.5% 5/20/65 (g)

$ 3,914

$ 4,011

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (a)(g)

1,125

1,152

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (a)(g)

12,042

12,345

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $129,142)

130,309

Commercial Mortgage Securities - 8.0%

 

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (d)

152

152

pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20

780

855

sequential payer:

Series K006 Class A2, 4.251% 1/25/20

5,360

5,864

Series K009 Class A2, 3.808% 8/25/20

6,820

7,371

Series K034 Class A1, 2.669% 2/25/23

3,143

3,234

Series K717 Class A2, 2.991% 9/25/21

1,630

1,694

Series K032 Class A1, 3.016% 2/25/23

5,469

5,728

Series K039 Class A2, 3.303% 7/25/24

5,032

5,222

Series K042 Class A2, 2.67% 12/25/24

4,200

4,135

Series K047 Class A2, 3.329% 5/25/25

5,300

5,497

Series K501 Class A2, 1.655% 11/25/16

2,077

2,092

Series K714 Class A2, 3.034% 10/25/20

6,000

6,307

Freddie Mac Multi-family Strutured Pass-thru Certificates:

sequential payer Series K718 Class A2, 2.791% 1/25/22

4,700

4,829

Series K044 Class A2, 2.811% 1/25/25

6,300

6,260

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $58,999)

59,240

Foreign Government and Government Agency Obligations - 4.4%

 

Principal Amount (000s)

Value (000s)

Israeli State:

(guaranteed by U.S. Government through Agency for International Development):

5.5% 9/18/23

$ 4,551

$ 5,523

5.5% 12/4/23

10,710

13,043

5.5% 4/26/24

1,100

1,343

Jordanian Kingdom:

2.503% 10/30/20

8,609

8,881

3% 6/30/25

3,329

3,390

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $30,381)

32,180

Cash Equivalents - 2.0%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15 (Collateralized by U.S. Government Obligations) #
(Cost $14,944)

$ 14,944


14,944

TOTAL INVESTMENT PORTFOLIO - 104.1%

(Cost $761,645)

770,107

NET OTHER ASSETS (LIABILITIES) - (4.1)%

(30,119)

NET ASSETS - 100%

$ 739,988

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Treasury Contracts

55 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

$ 6,988

$ (45)

119 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

25,998

(39)

117 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

13,974

(67)

TOTAL TREASURY CONTRACTS

$ 46,960

$ (151)

Futures Contracts - continued

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Sold

Treasury Contracts

3 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

$ 475

$ 17

 

$ 47,435

$ (134)

 

The face value of futures purchased as a percentage of net assets is 6.3%

 

The face value of futures sold as a percentage of net assets is 0.1%

Swaps

Interest Rate Swaps

Clearinghouse/
Counterparty(1)

Expiration Date

Notional Amount
(000s)

Payment Received

Payment Paid

Value (000s)

Upfront Premium Received/
(Paid)(2) (000s)

Unrealized Appreciation/(Depreciation) (000s)

 

LCH

Sep. 2017

$ 2,400

3-month LIBOR

1.5%

$ (12)

$ 0

$ (12)

LCH

Sep. 2020

1,400

3-month LIBOR

2.25%

(26)

0

(26)

LCH

Sep. 2025

6,700

3-month LIBOR

2.75%

(225)

0

(225)

TOTAL INTEREST RATE SWAPS

$ (263)

$ 0

$ (263)

 

(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).

 

For the period, the average monthly notional amount for swaps in the aggregate was $11,181,000.

Legend

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

(b) 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 $257,000.

(c) 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 $425,000.

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

(e) 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.

(f) 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.

(g) 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.

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

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

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$14,944,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 14,944

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

U.S. Government and Government Agency Obligations

$ 506,557

$ -

$ 506,557

$ -

U.S. Government Agency - Mortgage Securities

26,877

-

26,877

-

Collateralized Mortgage Obligations

130,309

-

130,309

-

Commercial Mortgage Securities

59,240

-

59,240

-

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Foreign Government and Government Agency Obligations

$ 32,180

$ -

$ 32,180

$ -

Cash Equivalents

14,944

-

14,944

-

Total Investments in Securities:

$ 770,107

$ -

$ 770,107

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 17

$ 17

$ -

$ -

Liabilities

Futures Contracts

$ (151)

$ (151)

$ -

$ -

Swaps

(263)

-

(263)

-

Total Liabilities

$ (414)

$ (151)

$ (263)

$ -

Total Derivative Instruments:

$ (397)

$ (134)

$ (263)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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
(Amounts in thousands)

Value

 

Asset

Liability

Interest Rate Risk

Futures Contracts (a)

$ 17

$ (151)

Swaps (b)

-

(263)

Total Interest Rate Risk

17

(414)

Total Value of Derivatives

$ 17

$ (414)

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

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

 

 August 31, 2015

Assets

Investment in securities, at value (including repurchase agreements of $14,944) - See accompanying schedule:

Unaffiliated issuers (cost $761,645)

 

$ 770,107

Cash

 

1

Receivable for investments sold

85

Receivable for fund shares sold

306

Interest receivable

2,646

Total assets

773,145

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 16,165

 

Delayed delivery

15,580

Payable for fund shares redeemed

1,057

Distributions payable

49

Accrued management fee

191

Payable for daily variation margin for derivative instruments

26

Other affiliated payables

88

Other payables and accrued expenses

1

Total liabilities

33,157

 

 

 

Net Assets

$ 739,988

Net Assets consist of:

 

Paid in capital

$ 728,434

Undistributed net investment income

135

Accumulated undistributed net realized gain (loss) on investments

3,354

Net unrealized appreciation (depreciation) on investments

8,065

Net Assets, for 69,068 shares outstanding

$ 739,988

Net Asset Value, offering price and redemption price per share ($739,988 ÷ 69,068 shares)

$ 10.71

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

 Year ended August 31, 2015

Investment Income

 

 

Interest

 

$ 13,944

 

 

 

Expenses

Management fee

$ 2,414

Transfer agent fees

777

Fund wide operations fee

303

Independent trustees' compensation

3

Miscellaneous

4

Total expenses

 

3,501

Net investment income (loss)

10,443

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

5,198

 

Futures contracts

521

Swaps

(699)

 

Total net realized gain (loss)

 

5,020

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,278)

Futures contracts

(147)

Swaps

148

Total change in net unrealized appreciation (depreciation)

 

(3,277)

Net gain (loss)

1,743

Net increase (decrease) in net assets resulting from operations

$ 12,186

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 10,443

$ 10,798

Net realized gain (loss)

5,020

4,589

Change in net unrealized appreciation (depreciation)

(3,277)

7,644

Net increase (decrease) in net assets resulting from operations

12,186

23,031

Distributions to shareholders from net investment income

(9,405)

(10,539)

Distributions to shareholders from net realized gain

-

(4,764)

Total distributions

(9,405)

(15,303)

Share transactions

 

 

Proceeds from sales of shares

103,216

81,769

Reinvestment of distributions

8,644

13,634

Cost of shares redeemed

(197,881)

(196,207)

Net increase (decrease) in net assets resulting from share transactions

(86,021)

(100,804)

Total increase (decrease) in net assets

(83,240)

(93,076)

 

 

 

Net Assets

Beginning of period

823,228

916,304

End of period (including undistributed net investment income of $135 and distributions in excess of net investment income of $1,194, respectively)

$ 739,988

$ 823,228

Other Information

Shares

Sold

9,625

7,699

Issued in reinvestment of distributions

806

1,284

Redeemed

(18,470)

(18,482)

Net increase (decrease)

(8,039)

(9,499)

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

Annual Report

Financial Highlights

Years ended August 31,

2015

2014

2013

2012

2011 D

2011 F

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 10.68

$ 10.58

$ 11.09

$ 11.12

$ 10.97

$ 11.10

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) C

  .144

  .133

  .116

  .128

  .013

  .171

Net realized and unrealized gain (loss)

  .016

  .153

  (.294)

  .159

  .151

  .155

Total from investment operations

  .160

  .286

  (.178)

  .287

  .164

  .326

Distributions from net investment income

  (.130)

  (.130)

  (.116)

  (.129)

  (.014)

  (.172)

Distributions from net realized gain

  -

  (.056)

  (.216)

  (.188)

  -

  (.284)

Total distributions

  (.130)

  (.186)

  (.332)

  (.317)

  (.014)

  (.456)

Net asset value, end of period

$ 10.71

$ 10.68

$ 10.58

$ 11.09

$ 11.12

$ 10.97

Total ReturnB

  1.50%

  2.72%

  (1.66)%

  2.63%

  1.49%

  3.04%

Ratios to Average Net AssetsE

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%A

  .45%

Net investment income (loss)

  1.34%

  1.25%

  1.07%

  1.16%

  1.37%A

  1.57%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 740

$ 823

$ 916

$ 1,132

$ 1,206

$ 1,191

Portfolio turnover rate

  71%

  153%

  179%

  198%

  258%A

  339%

A Annualized

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

C Calculated based on average shares outstanding during the period.

D For the one month period ended August 31. The Fund changed its fiscal year end from July 31 to August 31, effective August 31, 2011.

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

F For the period ended July 31.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Intermediate Government Income Fund (the Fund) is a fund of Fidelity Income Fund (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between funds. 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.

2. 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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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. Foreign government and government agency obligations and U.S. government and government agency obligations 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. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and Net Asset Value (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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. 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.

Expenses. 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 August 31, 2015, 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.

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 and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, swaps, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and futures transactions.

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

Gross unrealized appreciation

$ 10,883

Gross unrealized depreciation

(2,676)

Net unrealized appreciation (depreciation) on securities

$ 8,207

 

 

Tax Cost

$ 761,900

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

Undistributed ordinary income

$ 1,529

Undistributed long-term capital gain

$ 2,139

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,889

At the prior fiscal period end, the Fund was required to defer approximately of $9,466 of losses on future contracts.

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 9,405

$ 11,121

Long-term Capital Gains

-

4,182

Total

$ 9,405

$ 15,303

Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

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.

3. 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, options 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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Derivative Instruments - continued

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

$ 521

$ (147)

Purchased Options

(267)

257

Swaps

(699)

148

Totals A

$ (445)

$ 258

A 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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the

Annual Report

3. Derivative Instruments - continued

Options - continued

expiration date. The Fund used OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to the market fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Derivative Instruments - continued

Swaps - continued

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."

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $5,047 and $3,220, respectively.

5. 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 .20% 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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .31% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .10% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

6. 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 $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 interest income. Total security lending income during the period amounted to $11.

8. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Intermediate Government Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Intermediate Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Intermediate Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 22, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversees 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

Trustees and Officers - continued

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Intermediate Government Income Fund voted to pay on October 12, 2015, to shareholders of record at the opening of business on October 9, 2015, a distribution of $0.050 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015, $2,138,502, or, if subsequently determined to be different, the net capital gain of such year.

A total of 52.53% 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 $6,025,816 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Investment Management
(U.K.) Limited

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) slm2702243
1-800-544-5555

slm2702245
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SLM-UANN-1015
1.844592.108
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

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

Total Bond

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

Annual Report

August 31, 2015

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes of
Fidelity® Total Bond Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

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. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge) A

-3.45%

2.63%

4.11%

  Class T (incl. 4.00% sales charge)

-3.55%

2.62%

4.09%

  Class B (incl. contingent deferred sales charge) B

-5.01%

2.41%

4.00%

  Class C (incl. contingent deferred sales charge) C

-1.17%

2.72%

3.76%

A As of April 1, 2007, Class A shares bear a 0.25% 12b-1 fee. Returns prior to April 1, 2007 reflect a 0.15% 12b-1 fee. Had Class A shares' current 12b-1 fee been reflected, returns prior to April 1, 2007, would have been lower.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

C 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.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Bond Fund - Class A on August 31, 2005, 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 Barclays® U.S. Aggregate Bond Index performed over the same period.

atb961050

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from Lead Portfolio Manager Ford O'Neil: For the year, the fund's share classes (excluding sales charges, if applicable) lagged the Barclays Aggregate index. I continued to take the investment approach I've used since I began managing the fund in 2004, because I think it is the best way to achieve my goal of beating our primary benchmark over longer periods of time. I have ultimate authority and accountability for asset allocations decisions, as well as for securities selection in the investment-grade portion of the fund. I also tap the best ideas of Fidelity's fixed-income specialists. Since we don't chase yield, we believe it's important to fully understand the risk/return profile of each of our investments to ensure we're assuming a reasonable trade-off by owning them. Sector selection detracted most from relative performance, especially underweighting comparatively strong U.S. Treasuries and overweighting the lagging high-yield corporate, emerging-markets debt and investment-grade credit sectors. Conversely, good picks among both high-yield and investment-grade corporate securities was a plus, as was yield-curve positioning. However, security selection among government-related bonds hurt, particularly holdings in taxable municipal bonds issued by Illinois and Chicago.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

 

Annualized
Expense Ratio
B 

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015
to August 31, 2015

Class A

.75%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 3.76

Hypothetical A

 

$ 1,000.00

$ 1,021.42

$ 3.82

Class T

.77%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ 3.86

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class B

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 984.90

$ 7.20

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 983.60

$ 7.55

Hypothetical A

 

$ 1,000.00

$ 1,017.59

$ 7.68

Total Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 989.80

$ 2.26

Hypothetical A

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 988.60

$ 2.51

Hypothetical A

 

$ 1,000.00

$ 1,022.68

$ 2.55

Class Z

.36%

 

 

 

Actual

 

$ 1,000.00

$ 989.30

$ 1.81

Hypothetical A

 

$ 1,000.00

$ 1,023.39

$ 1.84

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2015

As of February 28, 2015

atb961052

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

atb961054

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

atb961056

AAA 3.1%

 

atb961058

AAA 3.9%

 

atb961060

AA 2.3%

 

atb961062

AA 2.1%

 

atb961064

A 13.0%

 

atb961066

A 9.4%

 

atb961068

BBB 25.4%

 

atb961070

BBB 22.7%

 

atb961072

BB and Below 16.8%

 

atb961074

BB and Below 15.7%

 

atb961076

Not Rated 1.4%

 

atb961078

Not Rated 1.3%

 

atb961080

Equities 0.1%

 

atb961082

Equities 0.1%

 

atb961084

Short-Term
Investments and
Net Other Assets 4.5%

 

atb961086

Short-Term
Investments and
Net Other Assets 0.8%

 

atb961088

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.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

7.8

7.4

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.4

5.1

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

atb961090

Corporate Bonds 44.2%

 

atb961092

Corporate Bonds 37.7%

 

atb961094

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

atb961096

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

atb961098

Asset-Backed
Securities 0.8%

 

atb961100

Asset-Backed
Securities 1.1%

 

atb961102

CMOs and Other Mortgage Related
Securities 7.1%

 

atb961104

CMOs and Other Mortgage Related
Securities 7.2%

 

atb961106

Municipal Bonds 1.5%

 

atb961108

Municipal Bonds 1.5%

 

atb961110

Stocks 0.1%

 

atb961112

Stocks 0.3%

 

atb961114

Other Investments 8.4%

 

atb961116

Other Investments 7.4%

 

atb961118

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.5%

 

atb961120

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

atb961122

* Foreign investments

11.4%

 

** Foreign investments

10.2%

 

* Futures and Swaps

(0.3)%

 

** Futures and Swaps

(0.2)%

 

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

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 advisor.fidelity.com, as applicable.

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 44.2%

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - 4.8%

Auto Components - 0.0%

J.B. Poindexter & Co., Inc. 9% 4/1/22 (h)

$ 3,045,000

$ 3,303,825

Tenedora Nemak SA de CV 5.5% 2/28/23 (h)

1,940,000

1,935,150

Tupy Overseas SA 6.625% 7/17/24 (h)

530,000

501,513

 

5,740,488

Automobiles - 1.2%

Daimler Finance North America LLC 1.45% 8/1/16 (h)

7,526,000

7,547,035

General Motors Co.:

3.5% 10/2/18

9,215,000

9,344,563

5.2% 4/1/45

4,250,000

3,990,278

6.25% 10/2/43

1,543,000

1,651,376

General Motors Financial Co., Inc.:

2.4% 4/10/18

40,000,000

39,523,760

2.625% 7/10/17

2,955,000

2,980,310

3% 9/25/17

6,726,000

6,757,955

3.15% 1/15/20

27,252,000

26,908,053

3.2% 7/13/20

20,200,000

19,930,209

3.25% 5/15/18

4,810,000

4,836,893

3.5% 7/10/19

10,761,000

10,844,064

4% 1/15/25

18,085,000

17,106,113

4.25% 5/15/23

5,420,000

5,325,670

4.375% 9/25/21

47,963,000

48,394,763

4.75% 8/15/17

5,050,000

5,236,244

Volkswagen Group of America Finance LLC 2.45% 11/20/19 (h)

33,222,000

33,219,907

 

243,597,193

Diversified Consumer Services - 0.1%

Ingersoll-Rand Global Holding Co. Ltd.:

2.875% 1/15/19

1,206,000

1,220,062

4.25% 6/15/23

8,466,000

8,681,705

 

9,901,767

Hotels, Restaurants & Leisure - 0.4%

24 Hour Holdings III LLC 8% 6/1/22 (h)

5,650,000

4,491,750

Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22

2,165,000

1,813,188

Eldorado Resorts, Inc. 7% 8/1/23 (h)

1,060,000

1,052,050

ESH Hospitality, Inc. 5.25% 5/1/25 (h)

1,100,000

1,067,000

FelCor Lodging LP 5.625% 3/1/23

135,000

139,050

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (h)

5,000,000

5,137,500

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

InterContinental Hotel Group PLC 3.75% 8/14/25
(Reg. S)

GBP

1,650,000

$ 2,493,392

LTF Merger Sub, Inc. 8.5% 6/15/23 (h)

4,070,000

3,968,250

MCE Finance Ltd. 5% 2/15/21 (h)

10,530,000

9,634,950

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20

2,790,000

2,755,125

RHP Hotel Properties LP/RHP Finance Corp. 5% 4/15/23 (h)

540,000

534,600

Scientific Games Corp.:

6.625% 5/15/21

9,310,000

6,889,400

7% 1/1/22 (h)

7,445,000

7,612,513

10% 12/1/22

10,060,000

9,230,050

Speedway Motorsports, Inc. 5.125% 2/1/23

3,315,000

3,281,850

Times Square Hotel Trust 8.528% 8/1/26 (h)

740,700

897,563

Whitbread PLC 3.375% 10/16/25 (Reg. S)

GBP

1,500,000

2,275,947

Wynn Macau Ltd. 5.25% 10/15/21 (h)

14,650,000

13,441,375

 

76,715,553

Household Durables - 0.2%

Meritage Homes Corp. 6% 6/1/25

1,905,000

1,920,469

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

2,935,000

3,026,719

8.25% 2/15/21 (n)

3,885,000

3,996,694

Standard Pacific Corp. 5.875% 11/15/24

1,775,000

1,819,375

Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (h)

1,495,000

1,498,738

TRI Pointe Homes, Inc.:

4.375% 6/15/19

570,000

565,013

5.875% 6/15/24

415,000

408,775

William Lyon Homes, Inc.:

5.75% 4/15/19

5,935,000

5,990,611

7% 8/15/22

10,230,000

10,562,475

 

29,788,869

Internet & Catalog Retail - 0.0%

Zayo Group LLC/Zayo Capital, Inc. 6.375% 5/15/25 (h)

5,000,000

4,950,000

Media - 2.8%

21st Century Fox America, Inc.:

6.15% 3/1/37

4,759,000

5,280,039

6.15% 2/15/41

11,572,000

13,012,240

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

21st Century Fox America, Inc.: - continued

7.75% 12/1/45

$ 3,932,000

$ 5,328,352

Altice SA:

5.375% 7/15/23 (h)

2,560,000

2,534,400

7.625% 2/15/25 (h)

9,805,000

9,314,750

7.75% 5/15/22 (h)

20,575,000

20,060,625

7.75% 7/15/25 (h)

1,795,000

1,718,713

7.75% 7/15/25 (h)

1,610,000

1,569,750

AOL Time Warner, Inc. 7.625% 4/15/31

500,000

625,349

CCO Holdings LLC/CCO Holdings Capital Corp.:

5.125% 2/15/23

1,130,000

1,127,175

5.125% 5/1/23 (h)

4,370,000

4,370,000

5.875% 5/1/27 (h)

7,115,000

6,972,700

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

4.464% 7/23/22 (h)

20,419,000

20,310,555

4.908% 7/23/25 (h)

20,419,000

20,278,885

6.484% 10/23/45 (h)

20,419,000

20,709,195

Clear Channel Communications, Inc.:

5.5% 12/15/16

8,985,000

8,490,825

6.875% 6/15/18

2,270,000

1,974,900

9% 12/15/19

9,000,000

8,471,250

10% 1/15/18

4,260,000

3,093,825

Cogeco Cable, Inc. 4.875% 5/1/20 (h)

2,335,000

2,383,218

Columbus International, Inc. 7.375% 3/30/21 (h)

11,476,000

12,078,490

Comcast Corp.:

3.6% 3/1/24

24,000,000

24,468,240

4.6% 8/15/45

33,362,000

33,903,599

4.95% 6/15/16

2,344,000

2,420,841

6.45% 3/15/37

2,196,000

2,728,947

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 5.875% 10/1/19

5,944,000

6,647,550

Discovery Communications LLC:

3.25% 4/1/23

1,789,000

1,665,985

6.35% 6/1/40

6,392,000

6,613,681

DISH DBS Corp. 5.875% 11/15/24

6,760,000

6,160,050

Globo Comunicacao e Participacoes SA:

4.843% 6/8/25 (h)

850,000

798,745

4.875% 4/11/22 (h)

565,000

572,063

iHeartCommunications, Inc. 10.625% 3/15/23

2,695,000

2,418,763

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21 (n)

$ 6,521,000

$ 7,173,100

MDC Partners, Inc. 6.75% 4/1/20 (h)

4,985,000

4,941,381

MHGE Parent LLC / MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (h)(n)

13,130,000

13,261,300

Midcontinent Communications & Midcontinent Finance Corp. 6.875% 8/15/23 (h)

4,530,000

4,563,975

Myriad International Holding BV 6% 7/18/20 (h)

515,000

551,299

NBCUniversal, Inc. 5.15% 4/30/20

11,614,000

13,007,912

Numericable Group SA:

4.875% 5/15/19 (h)

2,352,000

2,366,700

6% 5/15/22 (h)

5,000,000

5,000,000

6.25% 5/15/24 (h)

1,490,000

1,489,538

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (h)

1,460,000

1,543,950

Thomson Reuters Corp.:

1.3% 2/23/17

3,690,000

3,676,129

3.85% 9/29/24

11,394,000

11,200,929

Time Warner Cable, Inc.:

4% 9/1/21

20,277,000

20,384,549

4.5% 9/15/42

34,498,000

27,566,800

5.5% 9/1/41

12,973,000

11,685,585

5.85% 5/1/17

3,419,000

3,626,913

5.875% 11/15/40

16,544,000

15,610,786

6.55% 5/1/37

38,302,000

38,463,749

6.75% 7/1/18

13,763,000

15,246,927

7.3% 7/1/38

23,728,000

25,119,434

8.25% 4/1/19

24,391,000

28,489,859

Time Warner, Inc.:

3.6% 7/15/25

6,406,000

6,192,514

6.2% 3/15/40

11,792,000

13,150,391

6.5% 11/15/36

9,243,000

10,649,480

TV Azteca SA de CV 7.5% 5/25/18 (Reg. S)

2,250,000

2,126,250

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5% 1/15/25 (h)

2,750,000

2,688,125

Univision Communications, Inc.:

5.125% 5/15/23 (h)

3,000,000

2,955,000

5.125% 2/15/25 (h)

2,805,000

2,720,850

Viacom, Inc. 2.5% 9/1/18

1,478,000

1,468,913

VTR Finance BV 6.875% 1/15/24 (h)

1,730,000

1,704,050

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Wave Holdco LLC/Wave Holdco Corp. 9% 7/15/19 pay-in-kind (h)(n)

$ 215,000

$ 210,378

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (h)

3,025,000

2,994,750

WMG Acquisition Corp.:

6% 1/15/21 (h)

1,585,000

1,616,700

6.75% 4/15/22 (h)

3,265,000

3,118,075

 

564,669,991

Multiline Retail - 0.1%

Family Tree Escrow LLC 5.75% 3/1/23 (h)

2,240,000

2,346,400

JC Penney Corp., Inc.:

5.65% 6/1/20

12,290,000

11,245,350

7.4% 4/1/37

8,835,000

7,001,738

8.125% 10/1/19

6,040,000

6,130,600

 

26,724,088

Specialty Retail - 0.0%

Hot Topic, Inc. 9.25% 6/15/21 (h)

4,395,000

4,438,950

Textiles, Apparel & Luxury Goods - 0.0%

Polymer Group, Inc. 6.875% 6/1/19 (h)

1,600,000

1,624,000

TOTAL CONSUMER DISCRETIONARY

968,150,899

CONSUMER STAPLES - 2.4%

Beverages - 0.3%

Constellation Brands, Inc.:

3.875% 11/15/19

2,360,000

2,421,950

4.25% 5/1/23

5,205,000

5,236,230

6% 5/1/22

23,545,000

25,958,363

Heineken NV:

1.4% 10/1/17 (h)

7,323,000

7,297,465

2.75% 4/1/23 (h)

7,651,000

7,322,734

JB y Co. SA de CV 3.75% 5/13/25 (h)

565,000

544,623

SABMiller Holdings, Inc. 3.75% 1/15/22 (h)

10,217,000

10,515,674

 

59,297,039

Food & Staples Retailing - 0.6%

CVS Health Corp.:

1.9% 7/20/18

15,731,000

15,776,730

2.25% 12/5/18

8,524,000

8,602,242

2.8% 7/20/20

15,202,000

15,356,133

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

CVS Health Corp.: - continued

3.5% 7/20/22

$ 8,944,000

$ 9,137,351

4% 12/5/23

8,525,000

8,881,209

ESAL GmbH 6.25% 2/5/23 (h)

18,310,000

17,806,475

Minerva Luxmbourg SA:

7.75% 1/31/23 (h)

10,040,000

9,814,100

7.75% 1/31/23 (Reg. S)

1,030,000

1,006,825

SUPERVALU, Inc.:

6.75% 6/1/21

3,045,000

3,071,644

7.75% 11/15/22

1,300,000

1,345,500

Tesco PLC 5% 3/24/23

GBP

2,500,000

3,830,381

Tops Holding LLC / Tops Markets II Corp. 8% 6/15/22 (h)

5,155,000

5,129,225

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,756,000

3,760,045

2.7% 11/18/19

8,473,000

8,477,355

3.3% 11/18/21

10,050,000

9,945,229

3.8% 11/18/24

7,676,000

7,499,360

WM Morrison Supermarkets PLC 4.625% 12/8/23

GBP

750,000

1,160,877

 

130,600,681

Food Products - 0.2%

ConAgra Foods, Inc. 1.9% 1/25/18

4,611,000

4,578,239

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (h)

2,100,000

2,199,750

Gruma S.A.B. de CV 4.875% 12/1/24 (h)

625,000

656,875

JBS Investments GmbH:

7.25% 4/3/24 (h)

13,050,000

13,082,625

7.75% 10/28/20 (h)

6,470,000

6,900,255

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.75% 6/15/25 (h)

1,155,000

1,120,350

5.875% 7/15/24 (h)

6,410,000

6,385,963

7.25% 6/1/21 (h)

2,730,000

2,849,438

8.25% 2/1/20 (h)

1,510,000

1,591,163

Sigma Alimentos SA de CV 6.875% 12/16/19 (h)

575,000

642,563

 

40,007,221

Tobacco - 1.3%

Altria Group, Inc.:

2.85% 8/9/22

9,573,000

9,204,018

4% 1/31/24

6,408,000

6,508,266

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Tobacco - continued

Altria Group, Inc.: - continued

4.25% 8/9/42

$ 9,573,000

$ 8,553,849

4.75% 5/5/21

7,000,000

7,544,733

Imperial Tobacco Finance PLC:

2.05% 7/20/18 (h)

8,743,000

8,702,065

2.95% 7/21/20 (h)

20,000,000

19,854,640

3.75% 7/21/22 (h)

20,300,000

20,101,385

4.25% 7/21/25 (h)

22,467,000

22,263,179

Reynolds American, Inc.:

2.3% 6/12/18

7,358,000

7,402,692

3.25% 6/12/20

6,084,000

6,160,525

3.25% 11/1/22

7,368,000

7,164,687

4% 6/12/22

11,386,000

11,689,517

4.45% 6/12/25

24,787,000

25,442,542

4.75% 11/1/42

31,385,000

29,064,173

5.7% 8/15/35

4,237,000

4,488,326

5.85% 8/15/45

35,690,000

38,564,687

6.15% 9/15/43

4,511,000

4,938,611

6.75% 6/15/17

3,719,000

4,023,471

7.25% 6/15/37

5,056,000

6,079,754

Vector Group Ltd. 7.75% 2/15/21

6,480,000

6,894,720

 

254,645,840

TOTAL CONSUMER STAPLES

484,550,781

ENERGY - 6.3%

Energy Equipment & Services - 0.5%

DCP Midstream LLC:

4.75% 9/30/21 (h)

11,333,000

10,276,628

5.35% 3/15/20 (h)

8,816,000

8,566,895

5.85% 5/21/43 (h)(n)

6,758,000

5,169,870

El Paso Pipeline Partners Operating Co. LLC:

4.1% 11/15/15

10,806,000

10,860,225

5% 10/1/21

7,366,000

7,531,897

6.5% 4/1/20

738,000

819,197

Ensco PLC:

5.2% 3/15/25

7,885,000

7,046,241

5.75% 10/1/44

7,801,000

5,876,688

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

3,210,000

2,568,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Exterran Partners LP/EXLP Finance Corp.: - continued

6% 10/1/22

$ 995,000

$ 791,025

Forbes Energy Services Ltd. 9% 6/15/19

8,236,000

5,353,400

Forum Energy Technologies, Inc. 6.25% 10/1/21

3,005,000

2,704,500

Noble Holding International Ltd.:

4% 3/16/18

1,187,000

1,172,115

5.95% 4/1/25

7,570,000

6,675,294

6.95% 4/1/45

7,307,000

5,913,460

Pacific Drilling V Ltd. 7.25% 12/1/17 (h)

2,790,000

2,148,300

Petroliam Nasional Bhd (Petronas) 7.625% 10/15/26 (Reg. S)

920,000

1,195,579

State Oil Co. of Azerbaijan Republic 4.75% 3/13/23 (Reg. S)

1,175,000

1,051,463

Transocean, Inc.:

3% 10/15/17 (n)

1,000,000

920,000

5.55% 12/15/16 (n)

7,572,000

7,592,823

Unit Corp. 6.625% 5/15/21

2,350,000

2,023,938

 

96,257,538

Oil, Gas & Consumable Fuels - 5.8%

Afren PLC:

6.625% 12/9/20 (d)(h)

1,375,000

41,250

10.25% 4/8/19 (Reg. S) (d)

2,075,000

72,625

American Energy-Permian Basin LLC/ AEPB Finance Corp. 6.8037% 8/1/19 (h)(n)

4,328,000

2,293,840

Anadarko Petroleum Corp. 6.375% 9/15/17

19,790,000

21,411,414

Antero Resources Corp.:

5.125% 12/1/22

5,995,000

5,426,734

5.625% 6/1/23 (h)

1,360,000

1,237,600

Baytex Energy Corp.:

5.125% 6/1/21 (h)

1,065,000

907,380

5.625% 6/1/24 (h)

1,185,000

988,906

BP Capital Markets PLC:

1.674% 2/13/18

18,888,000

18,890,758

2.315% 2/13/20

37,777,000

37,728,230

3.535% 11/4/24

15,450,000

15,302,854

3.814% 2/10/24

11,032,000

11,085,847

4.5% 10/1/20

5,954,000

6,481,542

4.742% 3/11/21

8,800,000

9,631,090

California Resources Corp.:

5% 1/15/20

4,140,000

3,259,422

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

California Resources Corp.: - continued

5.5% 9/15/21

$ 2,195,000

$ 1,701,959

6% 11/15/24

495,000

367,043

Canadian Natural Resources Ltd.:

1.75% 1/15/18

6,049,000

5,964,719

3.9% 2/1/25

24,997,000

23,084,380

Carrizo Oil & Gas, Inc. 6.25% 4/15/23

2,975,000

2,677,500

Cenovus Energy, Inc. 5.7% 10/15/19

16,926,000

18,489,912

Chesapeake Energy Corp.:

4.875% 4/15/22

2,500,000

1,812,500

5.75% 3/15/23

2,970,000

2,214,165

6.125% 2/15/21

6,750,000

5,227,065

6.5% 8/15/17

1,280,000

1,222,669

Citgo Holding, Inc. 10.75% 2/15/20 (h)

1,350,000

1,333,125

Citgo Petroleum Corp. 6.25% 8/15/22 (h)

3,145,000

3,050,650

Columbia Pipeline Group, Inc.:

2.45% 6/1/18 (h)

3,149,000

3,140,495

3.3% 6/1/20 (h)

15,490,000

15,452,452

4.5% 6/1/25 (h)

4,707,000

4,486,628

5.8% 6/1/45 (h)

5,906,000

5,653,796

ConocoPhillips Co. 5.75% 2/1/19

2,930,000

3,275,371

CONSOL Energy, Inc.:

5.875% 4/15/22

4,935,000

3,528,525

8% 4/1/23 (h)

2,710,000

2,046,050

Consolidated Energy Finance SA 6.75% 10/15/19 (h)

9,367,000

9,248,039

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25% 4/1/23 (h)

685,000

619,925

DCP Midstream Operating LP:

2.5% 12/1/17

5,924,000

5,597,155

2.7% 4/1/19

14,993,000

13,182,625

3.875% 3/15/23

5,532,000

4,522,438

Denbury Resources, Inc. 5.5% 5/1/22

5,050,000

3,598,125

DTEK Finance PLC 7.875% 4/4/18 (Reg. S)

200,000

76,000

Duke Energy Field Services:

5.375% 10/15/15 (h)

1,524,000

1,525,829

6.45% 11/3/36 (h)

13,741,000

11,965,759

EDC Finance Ltd. 4.875% 4/17/20 (h)

3,670,000

3,073,625

El Paso Corp. 6.5% 9/15/20

16,140,000

17,808,585

El Paso Natural Gas Co. 5.95% 4/15/17

1,166,000

1,236,935

Empresa Nacional de Petroleo 4.375% 10/30/24 (h)

9,045,000

8,805,181

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Enable Midstream Partners LP:

2.4% 5/15/19 (h)

$ 4,028,000

$ 3,787,504

3.9% 5/15/24 (h)

4,249,000

3,731,136

Enbridge Energy Partners LP 4.2% 9/15/21

13,331,000

13,450,539

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (h)

11,735,000

10,974,689

Energy Transfer Equity LP 5.5% 6/1/27

2,210,000

2,055,300

Enterprise Products Operating LP:

2.55% 10/15/19

2,971,000

2,957,491

3.75% 2/15/25

9,982,000

9,535,156

EP Energy LLC/Everest Acquisition Finance, Inc.:

6.375% 6/15/23

4,845,000

4,118,250

7.75% 9/1/22

6,075,000

5,589,000

Everest Acquisition LLC/Everest Acquisition Finance, Inc. 9.375% 5/1/20

13,400,000

12,998,000

Genesis Energy LP/Genesis Energy Finance Corp. 6.75% 8/1/22

4,390,000

4,258,300

Georgian Oil & Gas Corp.:

6.875% 5/16/17 (h)

950,000

951,188

6.875% 5/16/17 (Reg. S)

200,000

200,250

Gibson Energy, Inc. 6.75% 7/15/21 (h)

1,935,000

1,881,788

Global Partners LP/GLP Finance Corp. 7% 6/15/23 (h)

4,995,000

4,645,350

Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)

221,000

228,967

Halcon Resources Corp. 8.625% 2/1/20 (h)

7,035,000

6,173,213

Hilcorp Energy I LP/Hilcorp Finance Co.:

5% 12/1/24 (h)

1,305,000

1,128,956

5.75% 10/1/25 (h)

2,135,000

1,921,500

Holly Energy Partners LP/Holly Finance Corp. 6.5% 3/1/20

750,000

712,635

Indo Energy Finance BV 7% 5/7/18 (h)

400,000

256,000

Jupiter Resources, Inc. 8.5% 10/1/22 (h)

5,150,000

3,218,750

KazMunaiGaz Finance Sub BV:

6% 11/7/44 (h)

665,000

528,420

9.125% 7/2/18 (h)

510,000

568,625

KazMunaiGaz National Co. 5.75% 4/30/43 (h)

1,065,000

829,891

Kinder Morgan, Inc. 2% 12/1/17

5,467,000

5,413,205

Kosmos Energy Ltd. 7.875% 8/1/21 (h)

645,000

557,925

LINN Energy LLC/LINN Energy Finance Corp.:

6.25% 11/1/19 (n)

5,260,000

2,051,400

6.5% 5/15/19

720,000

307,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Marathon Petroleum Corp. 5.125% 3/1/21

$ 10,178,000

$ 11,074,153

Motiva Enterprises LLC 5.75% 1/15/20 (h)

4,187,000

4,594,508

MPLX LP 4% 2/15/25

2,532,000

2,336,256

Nakilat, Inc. 6.067% 12/31/33 (h)

1,975,000

2,256,438

Noble Energy, Inc.:

5.625% 5/1/21

6,305,000

6,365,024

5.875% 6/1/24

535,000

552,869

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

4,675,000

4,721,750

Nostrum Oil & Gas Finance BV 6.375% 2/14/19 (h)

1,630,000

1,365,125

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (h)

4,701,000

2,538,540

Pan American Energy LLC 7.875% 5/7/21 (h)

583,000

591,745

PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 (h)

2,165,000

2,089,225

Peabody Energy Corp.:

6% 11/15/18

2,155,000

716,538

6.25% 11/15/21

2,765,000

725,813

7.875% 11/1/26

1,790,000

478,825

10% 3/15/22 (h)

2,425,000

970,000

Pemex Project Funding Master Trust 6.625% 6/15/35

1,965,000

2,003,318

Petro-Canada 6.05% 5/15/18

3,850,000

4,242,919

Petrobras Global Finance BV:

2.4288% 1/15/19 (n)

3,100,000

2,728,000

2.75% 1/15/18

EUR

4,350,000

4,490,883

3% 1/15/19

4,038,000

3,517,461

3.25% 3/17/17

26,728,000

25,608,097

4.375% 5/20/23

20,096,000

15,789,427

4.875% 3/17/20

26,750,000

23,409,193

5.625% 5/20/43

18,504,000

12,799,217

6.25% 3/17/24

1,200,000

1,050,960

6.85% 6/5/2115

645,000

485,298

7.25% 3/17/44

640,000

515,200

Petrobras International Finance Co. Ltd.:

3.875% 1/27/16

10,192,000

10,186,598

5.375% 1/27/21

44,755,000

39,451,533

5.75% 1/20/20

11,270,000

10,251,530

5.875% 3/1/18

460,000

451,375

6.875% 1/20/40

2,760,000

2,152,745

7.875% 3/15/19

14,017,000

14,126,052

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petroleos de Venezuela SA:

5.375% 4/12/27

$ 1,775,000

$ 592,850

5.5% 4/12/37

655,000

216,150

8.5% 11/2/17 (h)

14,695,000

10,099,874

9.75% 5/17/35 (h)

3,430,000

1,308,545

12.75% 2/17/22 (h)

1,595,000

743,270

Petroleos Mexicanos:

3.125% 1/23/19

1,776,000

1,771,560

3.5% 7/18/18

14,963,000

15,247,297

3.5% 7/23/20 (h)

13,960,000

13,824,309

3.5% 1/30/23

11,489,000

10,687,642

4.5% 1/23/26 (h)

46,043,000

43,743,152

4.875% 1/24/22

12,142,000

12,324,130

4.875% 1/18/24

13,072,000

13,032,784

5.5% 1/21/21

12,069,000

12,944,003

5.5% 6/27/44 (h)

640,000

553,760

5.5% 6/27/44

22,304,000

19,298,536

5.625% 1/23/46 (h)

36,355,000

32,355,950

6% 3/5/20

6,145,000

6,694,978

6.375% 1/23/45

14,382,000

14,019,574

6.5% 6/2/41

25,567,000

25,567,000

6.625% (h)(i)

5,520,000

5,464,800

8% 5/3/19

8,600,000

9,891,290

Petronas Capital Ltd. 3.5% 3/18/25 (h)

525,000

506,372

Phillips 66 Co.:

4.3% 4/1/22

12,618,000

13,167,135

4.875% 11/15/44

34,230,000

32,535,410

Phillips 66 Partners LP 2.646% 2/15/20

1,316,000

1,281,173

Plains All American Pipeline LP/PAA Finance Corp.:

3.65% 6/1/22

5,217,000

5,052,325

6.125% 1/15/17

6,185,000

6,564,246

PT Pertamina Persero:

4.875% 5/3/22 (h)

595,000

576,436

5.25% 5/23/21 (h)

815,000

821,113

6% 5/3/42 (h)

395,000

345,625

6.5% 5/27/41 (h)

1,900,000

1,762,250

Rice Energy, Inc.:

6.25% 5/1/22

8,365,000

7,444,850

7.25% 5/1/23 (h)

3,620,000

3,366,600

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sabine Pass Liquefaction LLC:

5.625% 3/1/25 (h)

$ 12,415,000

$ 12,003,753

5.75% 5/15/24

5,045,000

4,931,488

SemGroup Corp. 7.5% 6/15/21

4,750,000

4,702,500

Shell International Finance BV:

3.25% 5/11/25

20,000,000

19,686,200

4.375% 5/11/45

20,000,000

19,706,180

Sibur Securities Ltd. 3.914% 1/31/18 (h)

1,870,000

1,764,813

Sinopec Group Overseas Development 2012 Ltd. 3.9% 5/17/22

2,750,000

2,788,734

SM Energy Co. 6.5% 11/15/21

1,205,000

1,168,850

Southwestern Energy Co.:

3.3% 1/23/18

6,403,000

6,383,445

4.05% 1/23/20

11,618,000

11,502,970

Spectra Energy Capital, LLC 5.65% 3/1/20

308,000

330,949

Spectra Energy Partners, LP:

2.95% 6/15/16

4,717,000

4,765,411

2.95% 9/25/18

1,960,000

1,980,464

4.6% 6/15/21

2,694,000

2,804,416

Sunoco LP / Sunoco Finance Corp.:

5.5% 8/1/20 (h)

3,405,000

3,387,975

6.375% 4/1/23 (h)

1,035,000

1,040,175

Teine Energy Ltd. 6.875% 9/30/22 (h)

6,310,000

5,458,150

Tesoro Logistics LP/Tesoro Logistics Finance Corp.:

6.125% 10/15/21

505,000

506,263

6.25% 10/15/22 (h)

800,000

800,000

The Williams Companies, Inc.:

3.7% 1/15/23

10,780,000

9,339,544

4.55% 6/24/24

53,471,000

47,328,145

Transportadora de Gas del Sur SA 9.625% 5/14/20 (h)

3,042,567

3,065,386

Western Gas Partners LP 5.375% 6/1/21

16,424,000

17,400,390

Western Refining Logistics LP/WNRL Finance Co. 7.5% 2/15/23

2,105,000

2,126,050

Western Refining, Inc. 6.25% 4/1/21

4,085,000

4,044,150

Whiting Petroleum Corp. 5% 3/15/19

2,070,000

1,852,650

Williams Partners LP:

4.125% 11/15/20

2,399,000

2,438,550

4.3% 3/4/24

8,588,000

8,041,829

WPX Energy, Inc. 7.5% 8/1/20

2,070,000

1,987,987

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

YPF SA:

8.5% 7/28/25 (h)

$ 1,660,000

$ 1,556,250

8.75% 4/4/24 (h)

3,215,000

3,086,400

8.875% 12/19/18 (h)

1,610,000

1,660,313

8.875% 12/19/18 (Reg. S)

1,300,000

1,340,625

Zhaikmunai International BV 7.125% 11/13/19 (h)

2,840,000

2,357,200

 

1,177,559,754

TOTAL ENERGY

1,273,817,292

FINANCIALS - 18.6%

Banks - 7.4%

Banco Daycoval SA 5.75% 3/19/19 (h)

625,000

608,594

Banco de Galicia y Buenos Aires SA 16% 1/1/19 (Reg. S)

697,825

732,716

Banco Espirito Santo SA 4% 1/21/19 (Reg. S)

EUR

1,300,000

1,434,602

Banco Nacional de Desenvolvimento Economico e Social:

3.375% 9/26/16 (h)

10,570,000

10,543,575

4% 4/14/19 (h)

12,355,000

11,799,025

5.5% 7/12/20 (h)

575,000

567,813

5.75% 9/26/23 (h)

10,860,000

10,208,400

6.369% 6/16/18 (h)

13,435,000

13,720,494

6.5% 6/10/19 (Reg. S)

1,000,000

1,032,000

Bank Nederlandse Gemeenten NV:

1.375% 9/27/17 (h)

8,770,000

8,827,978

1.375% 9/27/17 (Reg. S)

2,720,000

2,739,764

Bank of America Corp.:

2% 1/11/18

50,000,000

49,990,200

2.25% 4/21/20

87,156,000

85,545,706

2.6% 1/15/19

8,068,000

8,123,903

2.65% 4/1/19

6,430,000

6,482,887

3.3% 1/11/23

31,429,000

30,945,182

3.875% 3/22/17

25,777,000

26,650,608

3.95% 4/21/25

25,000,000

24,173,150

4.1% 7/24/23

11,481,000

11,844,075

4.2% 8/26/24

16,813,000

16,658,909

4.25% 10/22/26

14,724,000

14,476,755

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Bank of America Corp.: - continued

5.65% 5/1/18

$ 8,780,000

$ 9,554,730

5.75% 12/1/17

21,955,000

23,749,997

5.875% 1/5/21

6,530,000

7,432,505

6.5% 8/1/16

9,000,000

9,422,991

Bank of Ireland:

4.25% 6/11/24 (Reg. S) (n)

EUR

3,800,000

4,349,394

10% 7/30/16

EUR

2,350,000

2,796,739

Banque Centrale de Tunisie 5.75% 1/30/25 (h)

1,265,000

1,214,742

Barclays Bank PLC:

4.25% 1/12/22

GBP

4,000,000

6,878,722

6.75% 1/16/23 (n)

GBP

2,250,000

3,718,097

Barclays PLC 2.75% 11/8/19

12,249,000

12,211,273

BBVA Bancomer SA 6.75% 9/30/22 (h)

375,000

406,125

BBVA Colombia SA 4.875% 4/21/25 (h)

390,000

377,910

BBVA Paraguay SA 9.75% 2/11/16 (h)

1,145,000

1,175,412

BPCE SA 5.7% 10/22/23 (h)

6,050,000

6,404,409

Capital One NA 2.95% 7/23/21

18,827,000

18,330,137

Citigroup, Inc.:

1.3% 11/15/16

17,175,000

17,158,770

1.7% 4/27/18

120,000,000

118,934,520

1.8% 2/5/18

33,287,000

33,132,016

1.85% 11/24/17

33,365,000

33,346,950

2.4% 2/18/20

60,588,000

59,961,762

2.5% 7/29/19

46,387,000

46,340,706

4.05% 7/30/22

5,303,000

5,427,562

4.4% 6/10/25

40,790,000

41,006,269

5.5% 9/13/25

4,478,000

4,862,369

6.125% 5/15/18

3,779,000

4,170,561

Citizens Financial Group, Inc. 4.15% 9/28/22 (h)

13,462,000

13,577,221

Commonwealth Bank of Australia 2% 4/22/27 (Reg. S) (n)

EUR

2,700,000

2,883,720

Credit Suisse AG 6% 2/15/18

18,058,000

19,650,716

Credit Suisse Group Funding Guernsey Ltd.:

2.75% 3/26/20 (h)

19,455,000

19,338,737

3.75% 3/26/25 (h)

19,450,000

18,816,864

Development Bank of Philippines 8.375% (i)(n)

1,930,000

2,016,142

Discover Bank:

4.2% 8/8/23

7,852,000

7,940,696

7% 4/15/20

2,030,000

2,339,210

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp:

4.5% 6/1/18

$ 798,000

$ 847,756

8.25% 3/1/38

4,667,000

6,607,137

Finansbank A/S:

5.5% 5/11/16 (Reg. S)

1,300,000

1,312,168

6.25% 4/30/19 (h)

1,100,000

1,115,598

Georgia Bank Joint Stock Co.:

7.75% 7/5/17 (h)

2,200,000

2,257,790

7.75% 7/5/17 (Reg. S)

350,000

359,194

GTB Finance BV:

6% 11/8/18 (h)

2,725,000

2,471,575

7.5% 5/19/16 (h)

1,245,000

1,241,888

HBOS PLC 6.75% 5/21/18 (h)

6,067,000

6,693,958

HSBC Holdings PLC 4.25% 3/14/24

6,192,000

6,198,663

HSBC U.S.A., Inc. 1.625% 1/16/18

11,125,000

11,071,934

HSBK BV:

7.25% 5/3/17 (h)

2,285,000

2,317,584

7.25% 5/3/17 (Reg. S)

250,000

253,565

Huntington Bancshares, Inc. 7% 12/15/20

2,851,000

3,392,636

Industrial Senior Trust 5.5% 11/1/22 (h)

220,000

208,230

Intesa Sanpaolo SpA:

3.875% 1/16/18

4,140,000

4,250,281

6.625% 9/13/23 (Reg. S)

EUR

2,000,000

2,715,356

Itau Unibanco Holding SA:

2.85% 5/26/18 (h)

655,000

636,005

5.125% 5/13/23 (Reg. S)

1,100,000

1,001,000

5.5% 8/6/22 (h)

655,000

614,849

6.2% 12/21/21 (Reg. S)

980,000

960,890

JPMorgan Chase & Co.:

1.625% 5/15/18

12,580,000

12,459,446

2% 8/15/17

11,000,000

11,072,512

2.2% 10/22/19

7,268,000

7,206,091

2.25% 1/23/20

40,000,000

39,478,680

2.35% 1/28/19

6,857,000

6,880,664

3.25% 9/23/22

18,423,000

18,270,771

3.875% 9/10/24

39,644,000

39,008,190

4.125% 12/15/26

50,896,000

50,501,963

4.25% 10/15/20

6,995,000

7,490,169

4.35% 8/15/21

20,267,000

21,634,901

4.5% 1/24/22

22,046,000

23,537,037

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.: - continued

4.625% 5/10/21

$ 6,879,000

$ 7,450,033

4.95% 3/25/20

22,079,000

24,197,877

KeyBank NA 5.45% 3/3/16

3,939,000

4,027,143

OJSC Russian Agricultural Bank:

6.299% 5/15/17 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

415,000

420,188

7.75% 5/29/18 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

1,000,000

1,027,780

Rabobank Nederland 4.375% 8/4/25

25,937,000

26,008,067

Regions Bank 6.45% 6/26/37

24,618,000

28,831,888

Regions Financial Corp. 2% 5/15/18

13,127,000

13,056,416

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

64,006,000

64,539,234

6% 12/19/23

25,897,000

27,626,453

6.1% 6/10/23

16,183,000

17,359,763

6.125% 12/15/22

42,557,000

45,842,869

RSHB Capital SA 5.298% 12/27/17 (h)

1,425,000

1,406,874

SB Capital SA 5.5% 2/26/24 (h)(n)

2,285,000

1,841,002

Turkiye Halk Bankasi A/S 4.75% 6/4/19 (h)

980,000

975,100

Turkiye Vakiflar Bankasi TAO 6.875% 2/3/25 (h)(n)

645,000

617,007

Wachovia Corp. 5.75% 6/15/17

2,933,000

3,154,735

Wells Fargo & Co.:

1.25% 7/20/16

34,000,000

34,134,878

3.676% 6/15/16

4,301,000

4,398,693

4.48% 1/16/24

4,804,000

5,009,525

Yapi ve Kredi Bankasi A/S 5.125% 10/22/19 (Reg. S)

4,000,000

4,000,640

Zenith Bank PLC 6.25% 4/22/19 (h)

3,070,000

2,778,350

 

1,508,807,306

Capital Markets - 3.7%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

19,025,000

18,163,187

4.25% 2/15/24

12,758,000

13,246,925

Argos Merger Sub, Inc. 7.125% 3/15/23 (h)

8,620,000

9,029,450

Deutsche Bank AG 4.5% 4/1/25

48,248,000

46,654,899

Deutsche Bank AG London Branch 1.875% 2/13/18

37,777,000

37,591,288

Goldman Sachs Group, Inc.:

1.748% 9/15/17

42,024,000

41,923,815

2.55% 10/23/19

33,080,000

33,142,157

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

2.625% 1/31/19

$ 50,400,000

$ 50,909,191

2.9% 7/19/18

17,494,000

17,884,624

3.75% 5/22/25

40,000,000

39,796,760

5.25% 7/27/21

17,105,000

19,015,492

5.625% 1/15/17

3,200,000

3,359,987

5.95% 1/18/18

4,975,000

5,427,536

Lazard Group LLC:

4.25% 11/14/20

10,151,000

10,674,853

6.85% 6/15/17

1,263,000

1,367,037

Morgan Stanley:

1.875% 1/5/18

16,953,000

16,952,508

2.125% 4/25/18

12,586,000

12,630,227

2.375% 7/23/19

26,932,000

26,909,458

2.8% 6/16/20

30,000,000

30,096,810

3.7% 10/23/24

24,714,000

24,666,623

4% 7/23/25

21,522,000

21,940,022

4.35% 9/8/26

30,000,000

29,929,590

4.875% 11/1/22

26,240,000

27,761,868

5% 11/24/25

3,189,000

3,353,425

5.45% 1/9/17

13,970,000

14,696,007

5.5% 1/26/20

88,000,000

97,921,032

5.625% 9/23/19

12,714,000

14,132,437

5.75% 1/25/21

19,879,000

22,522,668

6.625% 4/1/18

16,118,000

17,962,286

UBS AG Stamford Branch:

1.375% 6/1/17

12,643,000

12,582,946

1.8% 3/26/18

24,142,000

24,057,165

 

746,302,273

Consumer Finance - 1.8%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:

4.25% 7/1/20

3,025,000

3,047,688

4.5% 5/15/21

2,800,000

2,845,500

4.625% 7/1/22

2,685,000

2,705,138

Capital One Financial Corp. 2.45% 4/24/19

10,550,000

10,448,045

Credito Real S.A.B. de CV 7.5% 3/13/19 (h)

840,000

851,550

Discover Financial Services:

3.85% 11/21/22

25,882,000

25,225,710

3.95% 11/6/24

9,738,000

9,366,057

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Consumer Finance - continued

Discover Financial Services: - continued

5.2% 4/27/22

$ 12,545,000

$ 13,232,203

6.45% 6/12/17

10,366,000

11,211,565

Ford Motor Credit Co. LLC:

1.5% 1/17/17

7,229,000

7,194,279

1.7% 5/9/16

19,473,000

19,518,431

1.724% 12/6/17

18,742,000

18,570,567

2.24% 6/15/18

19,162,000

19,062,128

2.597% 11/4/19

40,209,000

39,630,392

2.875% 10/1/18

13,000,000

13,100,217

General Electric Capital Corp.:

1% 12/11/15

10,247,000

10,270,302

4.625% 1/7/21

19,476,000

21,380,207

4.65% 10/17/21

5,377,000

5,910,216

5.625% 9/15/17

5,858,000

6,335,445

5.625% 5/1/18

25,000,000

27,480,675

Hyundai Capital America:

1.45% 2/6/17 (h)

14,591,000

14,558,097

1.625% 10/2/15 (h)

4,565,000

4,565,278

1.875% 8/9/16 (h)

2,974,000

2,987,440

2.125% 10/2/17 (h)

18,524,000

18,576,905

2.875% 8/9/18 (h)

5,276,000

5,382,401

Navient Corp.:

5% 10/26/20

915,000

814,350

5.875% 3/25/21

3,215,000

2,885,463

5.875% 10/25/24

8,775,000

7,414,875

SLM Corp.:

4.875% 6/17/19

2,160,000

2,019,600

5.5% 1/15/19

2,025,000

1,933,875

5.5% 1/25/23

6,135,000

5,168,738

6.125% 3/25/24

4,280,000

3,638,000

8% 3/25/20

395,000

399,938

Synchrony Financial:

1.875% 8/15/17

3,341,000

3,326,781

3% 8/15/19

4,907,000

4,914,596

3.75% 8/15/21

7,409,000

7,347,720

4.25% 8/15/24

7,458,000

7,335,607

 

360,655,979

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Diversified Financial Services - 0.5%

Brixmor Operating Partnership LP:

3.85% 2/1/25

$ 14,325,000

$ 13,660,492

3.875% 8/15/22

11,641,000

11,575,170

Cimpor Financial Operations BV 5.75% 7/17/24 (h)

850,000

633,250

CNH Industrial Capital LLC 3.875% 7/16/18 (h)

3,170,000

3,158,113

Deutsche Boerse AG 2.75% 2/5/41 (Reg. S) (n)

EUR

1,200,000

1,353,002

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

4.875% 3/15/19

1,665,000

1,686,645

5.875% 2/1/22

18,611,000

18,801,763

6% 8/1/20

4,745,000

4,898,121

ILFC E-Capital Trust I 4.69% 12/21/65 (h)(n)

10,340,000

9,784,225

ILFC E-Capital Trust II 6.25% 12/21/65 (h)(n)

4,765,000

4,508,881

ING U.S., Inc. 5.5% 7/15/22

25,716,000

28,972,186

MSCI, Inc. 5.75% 8/15/25 (h)

3,010,000

3,070,200

TMK Capital SA:

6.75% 4/3/20 (Reg. S)

885,000

737,488

7.75% 1/27/18

1,300,000

1,231,750

 

104,071,286

Insurance - 1.8%

AIA Group Ltd. 2.25% 3/11/19 (h)

2,566,000

2,553,404

Alliant Holdings Co.-Issuer, Inc. / Wayne Merger Sub, LLC 8.25% 8/1/23 (h)

5,405,000

5,256,363

Allianz SE 2.241% 7/7/45 (Reg. S) (n)

EUR

2,900,000

2,949,134

American International Group, Inc.:

2.3% 7/16/19

6,461,000

6,441,746

3.875% 1/15/35

19,041,000

17,244,063

4.875% 6/1/22

3,590,000

3,914,432

5.6% 10/18/16

10,702,000

11,210,923

Aon Corp.:

3.125% 5/27/16

11,274,000

11,454,440

3.5% 9/30/15

4,451,000

4,459,212

5% 9/30/20

3,854,000

4,242,892

Aquarius + Investments PLC for Swiss Reinsurance Co. Ltd. 6.375% 9/1/24 (n)

4,900,000

5,060,112

Assicurazioni Generali SpA 7.75% 12/12/42 (n)

EUR

4,400,000

6,026,565

Aviva PLC 6.625% 6/3/41 (n)

GBP

4,150,000

6,904,102

Five Corners Funding Trust 4.419% 11/15/23 (h)

12,460,000

12,904,922

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(n)

1,859,000

1,896,180

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - continued

Hartford Financial Services Group, Inc.:

5.125% 4/15/22

$ 14,787,000

$ 16,418,923

5.375% 3/15/17

194,000

204,723

Liberty Mutual Group, Inc. 5% 6/1/21 (h)

12,644,000

13,716,110

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

7,090,000

7,763,472

Massachusetts Mutual Life Insurance Co.:

4.5% 4/15/65 (h)

30,523,000

27,679,050

5.375% 12/1/41 (h)

3,840,000

4,261,951

MetLife, Inc.:

1.903% 12/15/17 (n)

2,987,000

3,001,526

3.048% 12/15/22 (n)

12,433,000

12,183,283

4.368% 9/15/23

9,625,000

10,189,766

4.75% 2/8/21

4,032,000

4,432,636

6.75% 6/1/16

7,610,000

7,934,218

Metropolitan Life Global Funding I 3% 1/10/23 (h)

7,896,000

7,701,972

Pacific Life Insurance Co. 9.25% 6/15/39 (h)

7,041,000

10,587,270

Pacific LifeCorp:

5.125% 1/30/43 (h)

19,436,000

19,925,010

6% 2/10/20 (h)

12,654,000

14,237,851

Prudential Financial, Inc.:

2.3% 8/15/18

1,622,000

1,639,323

4.5% 11/16/21

6,390,000

6,972,640

5.375% 5/15/45 (n)

17,492,000

17,300,638

6.2% 11/15/40

4,318,000

5,117,758

7.375% 6/15/19

3,230,000

3,790,327

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

6,375,000

6,534,809

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (h)

18,083,000

18,510,356

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (h)

4,172,000

4,196,594

4.125% 11/1/24 (h)

6,048,000

6,106,732

Unum Group:

5.625% 9/15/20

8,386,000

9,383,699

5.75% 8/15/42

16,937,000

18,844,428

7.125% 9/30/16

587,000

621,415

 

361,774,970

Real Estate Investment Trusts - 1.7%

Alexandria Real Estate Equities, Inc.:

2.75% 1/15/20

2,884,000

2,853,112

4.6% 4/1/22

4,025,000

4,174,939

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Campus Communities Operating Partnership LP 3.75% 4/15/23

$ 3,491,000

$ 3,390,438

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,005,000

5,200,230

4.2% 12/15/23

12,000,000

12,529,692

Boston Properties, Inc. 3.85% 2/1/23

14,583,000

14,806,966

Camden Property Trust:

2.95% 12/15/22

6,621,000

6,356,471

4.25% 1/15/24

9,191,000

9,500,268

CommonWealth REIT 5.875% 9/15/20

2,130,000

2,325,598

Communications Sales & Leasing, Inc. 8.25% 10/15/23 (h)

1,455,000

1,324,050

Corporate Office Properties LP 5% 7/1/25

8,095,000

7,900,987

DDR Corp.:

3.625% 2/1/25

7,690,000

7,227,646

4.625% 7/15/22

10,758,000

11,185,846

4.75% 4/15/18

11,273,000

11,914,682

7.5% 4/1/17

5,574,000

6,039,022

7.875% 9/1/20

323,000

392,813

9.625% 3/15/16

3,691,000

3,852,179

Duke Realty LP:

3.625% 4/15/23

6,287,000

6,168,396

3.75% 12/1/24

5,408,000

5,265,040

3.875% 10/15/22

11,543,000

11,638,461

4.375% 6/15/22

7,323,000

7,576,918

5.95% 2/15/17

102,000

108,357

6.5% 1/15/18

3,795,000

4,175,475

6.75% 3/15/20

10,379,000

12,023,532

8.25% 8/15/19

75,000

90,575

Equity One, Inc.:

3.75% 11/15/22

18,100,000

18,029,066

6% 9/15/17

1,212,000

1,308,027

6.25% 1/15/17

1,027,000

1,087,078

ERP Operating LP:

2.375% 7/1/19

8,777,000

8,791,500

4.625% 12/15/21

17,159,000

18,535,461

4.75% 7/15/20

7,700,000

8,404,450

5.375% 8/1/16

2,768,000

2,873,079

5.75% 6/15/17

14,407,000

15,447,027

Federal Realty Investment Trust 5.9% 4/1/20

2,504,000

2,848,691

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

HCP, Inc. 3.75% 2/1/16

$ 6,084,000

$ 6,151,356

Health Care REIT, Inc.:

2.25% 3/15/18

5,151,000

5,157,985

4.7% 9/15/17

1,538,000

1,622,252

Highwoods/Forsyth LP 5.85% 3/15/17

615,000

650,684

HRPT Properties Trust:

6.25% 6/15/17

1,232,000

1,291,660

6.65% 1/15/18

867,000

931,770

Lexington Corporate Properties Trust 4.4% 6/15/24

4,608,000

4,638,463

Omega Healthcare Investors, Inc.:

4.5% 1/15/25

4,655,000

4,572,774

4.5% 4/1/27 (h)

45,578,000

43,784,460

4.95% 4/1/24

3,875,000

3,987,673

5.875% 3/15/24

290,000

305,225

6.75% 10/15/22

345,000

357,938

Retail Opportunity Investments Partnership LP:

4% 12/15/24

3,376,000

3,289,544

5% 12/15/23

2,030,000

2,139,920

Senior Housing Properties Trust 6.75% 4/15/20

250,000

278,757

Simon Property Group LP 4.125% 12/1/21

7,287,000

7,721,101

The GEO Group, Inc. 5.875% 1/15/22

2,285,000

2,376,400

Weingarten Realty Investors 3.375% 10/15/22

2,729,000

2,670,616

WP Carey, Inc. 4% 2/1/25

21,616,000

20,894,393

 

348,169,043

Real Estate Management & Development - 1.7%

BioMed Realty LP:

2.625% 5/1/19

7,539,000

7,527,428

3.85% 4/15/16

16,284,000

16,495,024

4.25% 7/15/22

5,809,000

5,923,693

6.125% 4/15/20

3,429,000

3,859,751

Brandywine Operating Partnership LP:

3.95% 2/15/23

12,775,000

12,544,130

4.1% 10/1/24

15,881,000

15,800,452

4.55% 10/1/29

15,881,000

15,422,309

4.95% 4/15/18

12,690,000

13,476,184

5.7% 5/1/17

7,049,000

7,453,493

6% 4/1/16

2,699,000

2,766,613

CBRE Group, Inc. 5% 3/15/23

10,300,000

10,398,138

Citycon Oyj 3.75% 6/24/20 (Reg. S)

EUR

2,500,000

3,043,919

Citycon Treasury BV 2.5% 10/1/24 (Reg. S)

EUR

350,000

386,217

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Deutsche Annington Finance BV 5% 10/2/23 (h)

$ 3,750,000

$ 3,987,863

Digital Realty Trust LP:

3.95% 7/1/22

11,369,000

11,381,153

5.25% 3/15/21

5,708,000

6,213,580

Essex Portfolio LP:

3.875% 5/1/24

8,802,000

8,807,123

5.5% 3/15/17

3,597,000

3,794,058

Host Hotels & Resorts LP:

4.75% 3/1/23

150,000

156,208

6% 11/1/20

105,000

108,621

Howard Hughes Corp. 6.875% 10/1/21 (h)

2,035,000

2,121,488

Hunt Companies, Inc. 9.625% 3/1/21 (h)

870,000

835,200

Inmobiliaria Colonial SA 1.863% 6/5/19 (Reg. S)

EUR

2,900,000

3,248,052

Inversiones y Representaciones SA:

8.5% 2/2/17 (Reg. S)

65,000

64,675

11.5% 7/20/20 (Reg. S)

5,000

5,550

Liberty Property LP:

3.375% 6/15/23

6,574,000

6,326,943

4.125% 6/15/22

6,280,000

6,419,812

4.4% 2/15/24

13,017,000

13,390,015

4.75% 10/1/20

11,282,000

12,170,300

5.5% 12/15/16

1,891,000

1,979,036

6.625% 10/1/17

4,835,000

5,292,923

Mack-Cali Realty LP:

2.5% 12/15/17

9,223,000

9,251,813

3.15% 5/15/23

14,735,000

13,078,447

4.5% 4/18/22

4,072,000

4,058,485

5.8% 1/15/16

10,000,000

10,147,530

7.75% 8/15/19

700,000

806,132

Mid-America Apartments LP:

4.3% 10/15/23

2,224,000

2,274,632

6.05% 9/1/16

2,000,000

2,086,998

Post Apartment Homes LP 3.375% 12/1/22

2,570,000

2,500,114

Prime Property Funding, Inc. 5.7% 4/15/17 (h)

4,546,000

4,757,194

Realogy Corp. 7.625% 1/15/20 (h)

981,000

1,031,276

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

235,000

236,469

Reckson Operating Partnership LP 6% 3/31/16

7,123,000

7,300,911

Regency Centers LP 5.875% 6/15/17

2,874,000

3,085,276

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

3.75% 12/1/24

$ 10,161,000

$ 9,927,795

3.875% 12/1/23

4,812,000

4,777,002

6.125% 6/1/20

14,318,000

16,277,604

Ventas Realty LP:

1.55% 9/26/16

7,655,000

7,668,947

3.5% 2/1/25

4,631,000

4,380,296

3.75% 5/1/24

20,000,000

19,579,180

4.125% 1/15/26

5,557,000

5,501,135

Ventas Realty LP/Ventas Capital Corp.:

2% 2/15/18

8,050,000

8,073,015

4% 4/30/19

3,747,000

3,918,234

4.25% 3/1/22

300,000

311,040

Vesteda Finance BV 1.75% 7/22/19 (Reg. S)

EUR

3,000,000

3,393,462

 

345,822,938

Thrifts & Mortgage Finance - 0.0%

Wrightwood Capital LLC 1.9% 4/20/20 (d)

362

12,138

TOTAL FINANCIALS

3,775,615,933

HEALTH CARE - 2.6%

Biotechnology - 0.2%

AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (h)

845,000

865,069

Amgen, Inc.:

1.25% 5/22/17

14,862,000

14,821,278

2.2% 5/22/19

14,136,000

14,023,986

 

29,710,333

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co. 2.675% 12/15/19

4,539,000

4,538,737

Hill-Rom Holdings, Inc. 5.75% 9/1/23 (h)(j)

1,220,000

1,241,350

Hologic, Inc. 5.25% 7/15/22 (h)

1,620,000

1,650,375

Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.5% 4/15/25 (h)

655,000

650,088

 

8,080,550

Health Care Providers & Services - 1.2%

Aetna, Inc. 2.75% 11/15/22

2,010,000

1,914,945

Community Health Systems, Inc. 6.875% 2/1/22

5,375,000

5,712,604

Express Scripts Holding Co. 4.75% 11/15/21

24,746,000

26,451,148

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 18,722,000

$ 18,815,610

4.25% 10/15/19

7,590,000

7,741,800

4.75% 5/1/23

595,000

603,175

5.875% 3/15/22

715,000

777,563

6.5% 2/15/20

30,303,000

33,484,815

HealthSouth Corp.:

5.125% 3/15/23

860,000

851,400

5.75% 11/1/24 (h)

1,035,000

1,049,387

5.75% 11/1/24

1,155,000

1,171,055

Kindred Escrow Corp. II:

8% 1/15/20 (h)

3,740,000

4,097,638

8.75% 1/15/23 (h)

9,820,000

10,998,400

Medco Health Solutions, Inc.:

2.75% 9/15/15

1,176,000

1,176,734

4.125% 9/15/20

7,486,000

7,909,753

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

500,000

517,500

5.5% 2/1/21

5,400,000

5,643,000

Tenet Healthcare Corp.:

3.7861% 6/15/20 (h)(n)

1,550,000

1,558,525

5% 3/1/19

2,285,000

2,280,978

6% 10/1/20

605,000

647,350

6.75% 6/15/23

2,530,000

2,605,900

6.875% 11/15/31

130,000

120,250

8.125% 4/1/22

16,575,000

18,356,813

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,398,000

2,309,437

2.875% 3/15/23

16,114,000

15,682,467

3.35% 7/15/22

6,192,000

6,333,648

3.75% 7/15/25

19,000,000

19,448,913

4.625% 7/15/35

12,193,000

12,717,835

4.75% 7/15/45

20,331,000

21,277,306

WellPoint, Inc. 3.3% 1/15/23

6,442,000

6,239,174

 

238,495,123

Health Care Technology - 0.0%

Emdeon, Inc. 6% 2/15/21 (h)

1,345,000

1,324,825

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc.:

1.3% 2/1/17

3,107,000

3,089,557

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Life Sciences Tools & Services - continued

Thermo Fisher Scientific, Inc.: - continued

2.4% 2/1/19

$ 1,959,000

$ 1,954,390

4.15% 2/1/24

3,010,000

3,067,094

 

8,111,041

Pharmaceuticals - 1.2%

AbbVie, Inc.:

1.75% 11/6/17

13,509,000

13,497,409

2.9% 11/6/22

13,855,000

13,364,824

3.6% 5/14/25

24,114,000

23,711,682

4.5% 5/14/35

23,238,000

22,197,031

4.7% 5/14/45

23,197,000

22,539,759

Actavis Funding SCS:

3% 3/12/20

13,777,000

13,713,089

3.45% 3/15/22

18,597,000

18,189,819

3.8% 3/15/25

27,765,000

26,897,316

4.75% 3/15/45

10,716,000

9,820,850

Bayer AG 2.375% 4/2/75 (Reg. S) (n)

EUR

2,450,000

2,622,251

Bayer U.S. Finance LLC:

2.375% 10/8/19 (h)

10,323,000

10,366,501

3% 10/8/21 (h)

7,536,000

7,547,063

3.375% 10/8/24 (h)

3,362,000

3,335,417

Endo Finance LLC 5.375% 1/15/23 (h)

1,530,000

1,541,475

Endo Finance LLC/Endo Ltd./Endo Finco, Inc.:

6% 7/15/23 (h)

1,885,000

1,960,400

6% 2/1/25 (h)

3,680,000

3,781,200

Mylan, Inc. 1.35% 11/29/16

3,628,000

3,595,562

Perrigo Co. PLC:

1.3% 11/8/16

2,954,000

2,936,034

2.3% 11/8/18

3,161,000

3,153,107

Perrigo Finance PLC:

3.5% 12/15/21

3,657,000

3,567,458

3.9% 12/15/24

5,449,000

5,278,446

4.9% 12/15/44

2,390,000

2,267,522

Valeant Pharmaceuticals International, Inc.:

5.375% 3/15/20 (h)

4,015,000

4,085,263

5.875% 5/15/23 (h)

3,240,000

3,304,800

6.125% 4/15/25 (h)

5,460,000

5,623,800

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

4,757,000

4,738,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Zoetis, Inc.:

1.875% 2/1/18

$ 2,006,000

$ 1,993,180

3.25% 2/1/23

4,892,000

4,638,815

 

240,268,873

TOTAL HEALTH CARE

525,990,745

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

3.8% 10/7/24 (h)

9,122,000

9,152,933

6.375% 6/1/19 (h)

8,071,000

9,151,207

DigitalGlobe, Inc. 5.25% 2/1/21 (h)

7,620,000

7,315,200

TransDigm, Inc.:

5.5% 10/15/20

4,530,000

4,440,080

6% 7/15/22

2,885,000

2,842,158

6.5% 5/15/25 (h)

1,355,000

1,332,981

 

34,234,559

Airlines - 0.2%

Air Canada 6.625% 5/15/18 (h)

1,465,000

1,519,791

Air Canada Trust Series 2015-1 equipment trust certificate Class C, 5% 9/15/20 (h)

3,225,000

3,118,660

Allegiant Travel Co. 5.5% 7/15/19

4,220,000

4,293,850

American Airlines Group, Inc.:

4.625% 3/1/20 (h)

2,670,000

2,623,275

5.5% 10/1/19 (h)

8,970,000

9,183,038

American Airlines, Inc. pass-thru certificates equipment trust certificate 5.625% 1/15/21 (h)

207,953

214,191

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

234,393

256,660

6.125% 4/29/18

240,000

249,000

6.648% 3/15/19

945,121

971,111

6.9% 7/2/19

381,986

398,449

9.25% 5/10/17

1,325,326

1,441,292

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (h)

1,515,000

1,533,938

6.75% 5/23/17

1,515,000

1,533,938

U.S. Airways Group, Inc. 6.125% 6/1/18

895,000

927,444

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

1,690,000

1,711,125

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Airlines - continued

U.S. Airways pass-thru certificates: - continued

Series 2013-1 Class B, 5.375% 5/15/23

$ 323,913

$ 335,250

U.S. Airways pass-thru trust certificates:

6.85% 1/30/18

1,366,062

1,448,025

8.36% 1/20/19

837,230

896,883

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

631,364

669,246

12% 1/15/16 (h)

157,666

163,973

United Continental Holdings, Inc.:

6% 12/1/20

2,600,000

2,713,750

6.375% 6/1/18

140,000

146,475

 

36,349,364

Building Products - 0.0%

Building Materials Corp. of America 5.375% 11/15/24 (h)

3,095,000

3,095,000

USG Corp. 5.5% 3/1/25 (h)

3,175,000

3,159,125

 

6,254,125

Commercial Services & Supplies - 0.3%

ADT Corp.:

3.5% 7/15/22

6,296,000

5,636,809

4.125% 4/15/19

2,860,000

2,902,900

4.125% 6/15/23

5,040,000

4,624,200

5.25% 3/15/20

2,035,000

2,080,788

6.25% 10/15/21

2,065,000

2,132,113

APX Group, Inc.:

6.375% 12/1/19

12,550,000

12,189,188

8.75% 12/1/20

13,055,000

11,455,763

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (h)

5,020,000

4,492,900

Cenveo Corp. 6% 8/1/19 (h)

325,000

273,813

Garda World Security Corp.:

7.25% 11/15/21 (h)

8,485,000

7,933,475

7.25% 11/15/21 (h)

400,000

374,000

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (h)

3,500,000

3,605,000

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

1,280,000

1,232,000

7% 2/15/22

660,000

646,800

 

59,579,749

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.0%

Abengoa Greenfield SA 6.5% 10/1/19 (h)

$ 2,595,000

$ 1,518,075

Cementos Progreso Trust 7.125% 11/6/23 (h)

570,000

609,900

Odebrecht Finance Ltd. 4.375% 4/25/25 (h)

650,000

427,375

 

2,555,350

Electrical Equipment - 0.0%

General Cable Corp. 5.75% 10/1/22 (n)

1,920,000

1,718,400

Sensata Technologies BV 5% 10/1/25 (h)

2,285,000

2,216,450

Vestas Wind Systems A/S 2.75% 3/11/22 (Reg. S)

EUR

6,500,000

6,903,018

 

10,837,868

Industrial Conglomerates - 0.1%

Alfa SA de CV 5.25% 3/25/24 (h)

450,000

462,375

General Electric Co. 5.25% 12/6/17

17,730,000

19,154,286

 

19,616,661

Machinery - 0.0%

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (h)

1,340,000

1,266,300

Schaeffler Finance BV 4.75% 5/15/21 (h)

1,540,000

1,514,020

Xerium Technologies, Inc. 8.875% 6/15/18

1,645,000

1,677,900

 

4,458,220

Marine - 0.1%

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (h)

4,350,000

4,154,250

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (h)

8,910,000

7,395,300

8.125% 2/15/19

2,885,000

2,293,575

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (h)

885,000

816,413

 

14,659,538

Professional Services - 0.0%

IHS, Inc. 5% 11/1/22

2,895,000

2,927,569

Road & Rail - 0.1%

Alpha Trains Finance SA 2.064% 6/30/25

EUR

4,000,000

4,004,464

Firstgroup PLC 5.25% 11/29/22

GBP

1,000,000

1,646,759

JSC Georgian Railway 7.75% 7/11/22 (h)

650,000

670,313

Lima Metro Line 2 Finance Ltd. 5.875% 7/5/34 (h)

570,000

571,140

OPE KAG Finance Sub, Inc. 7.875% 7/31/23 (h)

5,045,000

5,145,900

 

12,038,576

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

2.125% 1/15/18

$ 7,271,000

$ 7,198,290

2.625% 9/4/18

16,438,000

16,396,116

3.75% 2/1/22

16,396,000

16,384,998

3.875% 4/1/21

14,814,000

14,962,140

4.25% 9/15/24

12,030,000

11,894,663

4.75% 3/1/20

11,796,000

12,489,369

Aircastle Ltd.:

5.125% 3/15/21

1,575,000

1,610,438

6.25% 12/1/19

830,000

900,550

Building Materials Holding Corp. 9% 9/15/18 (h)

2,690,000

2,861,488

FLY Leasing Ltd.:

6.375% 10/15/21

5,600,000

5,726,000

6.75% 12/15/20

2,795,000

2,878,850

International Lease Finance Corp. 4.625% 4/15/21

955,000

971,713

Travis Perkins PLC 4.375% 9/15/21 (Reg. S)

GBP

1,000,000

1,548,751

United Rentals North America, Inc. 5.5% 7/15/25

1,045,000

1,008,425

 

96,831,791

Transportation Infrastructure - 0.0%

Aeropuertos Argentina 2000 SA:

10.75% 12/1/20 (h)

1,566,180

1,650,362

10.75% 12/1/20 (Reg. S)

87,780

92,498

Heathrow Funding Ltd. 6% 3/20/20

GBP

2,400,000

4,134,168

 

5,877,028

TOTAL INDUSTRIALS

306,220,398

INFORMATION TECHNOLOGY - 0.7%

Communications Equipment - 0.2%

Alcatel-Lucent U.S.A., Inc.:

6.75% 11/15/20 (h)

5,575,000

5,951,313

8.875% 1/1/20 (h)

1,970,000

2,138,681

Banglalink Digital Communications Ltd. 8.625% 5/6/19 (h)

2,070,000

2,070,000

Brocade Communications Systems, Inc. 4.625% 1/15/23

1,430,000

1,365,650

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.:

6.45% 3/15/29

$ 15,450,000

$ 16,154,829

6.5% 1/15/28

4,782,000

4,973,280

 

32,653,753

Electronic Equipment & Components - 0.0%

Amphenol Corp. 3.125% 9/15/21

4,703,000

4,658,213

Tyco Electronics Group SA:

2.375% 12/17/18

2,244,000

2,255,072

6.55% 10/1/17

1,383,000

1,517,607

 

8,430,892

IT Services - 0.1%

Audatex North America, Inc.:

6% 6/15/21 (h)

3,200,000

3,124,672

6.125% 11/1/23 (h)

2,290,000

2,269,711

Capgemini SA 2.5% 7/1/23 (Reg. S)

EUR

3,700,000

4,264,153

Global Cash Access, Inc. 10% 1/15/22 (h)

5,220,000

4,932,900

 

14,591,436

Semiconductors & Semiconductor Equipment - 0.1%

Infineon Technologies AG 1.5% 3/10/22 (Reg. S)

EUR

4,400,000

4,819,623

Micron Technology, Inc.:

5.25% 8/1/23 (h)

5,285,000

4,928,263

5.25% 1/15/24 (h)

5,165,000

4,790,538

5.625% 1/15/26 (h)

2,165,000

1,964,738

5.875% 2/15/22

2,310,000

2,275,350

STATS ChipPAC Ltd. 4.5% 3/20/18 (h)

600,000

603,000

 

19,381,512

Software - 0.1%

Blue Coat Systems, Inc. 8.375% 6/1/23 (h)

6,820,000

6,833,640

Italics Merger Sub, Inc. 7.125% 7/15/23 (h)

2,715,000

2,626,192

Nuance Communications, Inc. 5.375% 8/15/20 (h)

3,315,000

3,321,232

SS&C Technologies Holdings, Inc. 5.875% 7/15/23 (h)

1,175,000

1,211,660

 

13,992,724

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.2%

Apple, Inc.:

3.2% 5/13/25

$ 20,000,000

$ 19,879,440

4.375% 5/13/45

20,000,000

19,768,580

 

39,648,020

TOTAL INFORMATION TECHNOLOGY

128,698,337

MATERIALS - 1.4%

Chemicals - 0.2%

Braskem Finance Ltd.:

5.375% 5/2/22 (h)

735,000

643,125

5.75% 4/15/21 (h)

430,000

389,150

6.45% 2/3/24

455,000

412,867

Evolution Escrow Issuer LLC 7.5% 3/15/22 (h)

4,150,000

3,340,750

LSB Industries, Inc. 7.75% 8/1/19

1,055,000

1,062,913

Nufarm Australia Ltd. 6.375% 10/15/19 (h)

3,175,000

3,182,938

OCP SA 5.625% 4/25/24 (h)

390,000

399,828

Platform Specialty Products Corp. 6.5% 2/1/22 (h)

2,210,000

2,140,009

Rain CII Carbon LLC/CII Carbon Corp.:

8% 12/1/18 (h)

1,755,000

1,640,925

8.25% 1/15/21 (h)

865,000

817,425

The Chemours Company LLC 6.625% 5/15/23 (h)

4,065,000

3,536,550

The Dow Chemical Co.:

4.125% 11/15/21

10,888,000

11,337,794

4.25% 11/15/20

5,898,000

6,249,975

 

35,154,249

Construction Materials - 0.1%

CEMEX Finance LLC:

6% 4/1/24 (h)

1,670,000

1,586,500

9.375% 10/12/22 (h)

710,000

793,425

CEMEX S.A.B. de CV:

6.125% 5/5/25 (h)

5,695,000

5,438,725

6.5% 12/10/19 (h)

4,195,000

4,257,925

Union Andina de Cementos SAA 5.875% 10/30/21 (h)

635,000

631,635

 

12,708,210

Containers & Packaging - 0.2%

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (h)(n)

14,962,327

15,512,816

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Containers & Packaging - continued

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2859% 12/15/19 (h)(n)

$ 7,335,000

$ 7,188,300

7% 11/15/20 (h)

2,655,000

2,681,550

Ball Corp. 5.25% 7/1/25

4,920,000

4,895,400

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (h)

2,190,000

2,179,050

Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)

1,355,000

1,178,850

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

2,345,000

2,295,169

Owens-Brockway Glass Container, Inc.:

5.875% 8/15/23 (h)

2,290,000

2,330,075

6.375% 8/15/25 (h)

2,290,000

2,341,525

Sappi Papier Holding GmbH 6.625% 4/15/21 (h)

6,885,000

7,057,125

 

47,659,860

Metals & Mining - 0.9%

Alcoa, Inc. 5.125% 10/1/24

9,954,000

9,754,920

Alrosa Finance SA 7.75% 11/3/20 (h)

700,000

722,645

Anglo American Capital PLC:

3.625% 5/14/20 (h)

29,122,000

27,689,052

4.875% 5/14/25 (h)

29,080,000

26,226,525

AngloGold Ashanti Holdings PLC 5.125% 8/1/22

230,000

196,650

Compania Minera Ares SAC 7.75% 1/23/21 (h)

860,000

826,460

Corporacion Nacional del Cobre de Chile (Codelco):

3.875% 11/3/21 (h)

11,456,000

11,527,715

4.875% 11/4/44 (h)

5,532,000

4,903,244

CSN Resources SA 6.5% 7/21/20 (h)

500,000

307,500

EVRAZ Group SA:

6.5% 4/22/20 (h)

2,030,000

1,768,638

9.5% 4/24/18 (Reg. S)

3,100,000

3,162,000

Ferrexpo Finance PLC 10.375% 4/7/19 (h)

2,347,000

1,936,275

First Quantum Minerals Ltd.:

6.75% 2/15/20 (h)

8,075,000

5,773,625

7.25% 5/15/22 (h)

3,745,000

2,612,138

Freeport-McMoRan, Inc. 2.3% 11/14/17

9,771,000

9,087,030

Gerdau Trade, Inc. 5.75% 1/30/21 (h)

460,000

429,640

Gold Fields Orogen Holding BVI Ltd.:

4.875% 10/7/20 (h)

2,530,000

2,150,500

4.875% 10/7/20 (Reg. S)

200,000

170,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

GTL Trade Finance, Inc. 5.893% 4/29/24 (h)

$ 1,025,000

$ 893,493

JMC Steel Group, Inc. 8.25% 3/15/18 (h)

2,460,000

1,949,550

Lundin Mining Corp.:

7.5% 11/1/20 (h)

4,430,000

4,374,625

7.875% 11/1/22 (h)

6,840,000

6,737,400

Metalloinvest Finance Ltd. 5.625% 4/17/20 (h)

1,440,000

1,314,101

Metinvest BV:

8.75% 2/14/18 (Reg. S)

400,000

224,000

10.5% 11/28/17 (h)

3,575,000

2,073,500

Murray Energy Corp. 11.25% 4/15/21 (h)

9,760,000

4,514,000

New Gold, Inc. 6.25% 11/15/22 (h)

4,830,000

4,081,350

Nord Gold NV 6.375% 5/7/18 (h)

1,660,000

1,630,950

Polyus Gold International Ltd.:

5.625% 4/29/20 (h)

3,110,000

2,938,950

5.625% 4/29/20 (Reg. S)

200,000

189,000

Rio Tinto Finance (U.S.A.) PLC 2.25% 12/14/18

12,175,000

12,086,804

Samarco Mineracao SA 5.75% 10/24/23 (h)

655,000

613,080

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (h)

1,600,000

1,544,000

Southern Copper Corp.:

6.75% 4/16/40

530,000

508,784

7.5% 7/27/35

910,000

942,178

Steel Dynamics, Inc.:

5.125% 10/1/21

4,850,000

4,755,425

5.5% 10/1/24

4,070,000

3,952,988

6.125% 8/15/19

2,683,000

2,780,259

Urenco Finance NV 2.25% 8/5/22 (Reg. S)

EUR

1,650,000

1,839,227

Vale Overseas Ltd.:

4.375% 1/11/22

12,000,000

11,127,600

6.25% 1/11/16

5,000,000

5,070,000

6.25% 1/23/17

5,581,000

5,796,817

6.875% 11/21/36

640,000

544,640

Vedanta Resources PLC 6% 1/31/19 (h)

1,090,000

945,575

 

192,672,853

Paper & Forest Products - 0.0%

Sino-Forest Corp. 6.25% 10/21/17 (d)(h)

1,365,000

0

TOTAL MATERIALS

288,195,172

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.2%

Altice Financing SA:

6.5% 1/15/22 (h)

$ 1,865,000

$ 1,869,663

6.625% 2/15/23 (h)

2,780,000

2,766,100

7.875% 12/15/19 (h)

272,000

284,240

Altice Finco SA:

7.625% 2/15/25 (h)

2,720,000

2,665,600

8.125% 1/15/24 (h)

1,000,000

1,010,000

9.875% 12/15/20 (h)

6,135,000

6,733,163

AT&T, Inc.:

2.45% 6/30/20

11,294,000

11,187,407

3% 6/30/22

29,259,000

28,079,570

3.4% 5/15/25

39,520,000

37,617,626

4.75% 5/15/46

31,335,000

28,570,344

4.8% 6/15/44

15,000,000

13,777,905

6.3% 1/15/38

16,665,000

18,177,365

BellSouth Capital Funding Corp. 7.875% 2/15/30

40,000

48,413

CenturyLink, Inc.:

5.15% 6/15/17

972,000

996,300

6% 4/1/17

2,432,000

2,535,360

6.15% 9/15/19

6,992,000

7,324,120

Embarq Corp.:

7.082% 6/1/16

8,346,000

8,625,174

7.995% 6/1/36

4,717,000

4,988,228

FairPoint Communications, Inc. 8.75% 8/15/19 (h)

2,775,000

2,913,750

GCI, Inc. 6.875% 4/15/25

5,080,000

5,219,700

Intelsat Luxembourg SA 7.75% 6/1/21

2,700,000

2,022,975

Level 3 Financing, Inc.:

5.125% 5/1/23 (h)

3,245,000

3,163,875

5.375% 8/15/22

6,925,000

6,949,515

5.375% 5/1/25 (h)

1,080,000

1,043,550

Qtel International Finance Ltd. 5% 10/19/25 (h)

645,000

696,781

Sable International Finance Ltd. 6.875% 8/1/22 (h)

1,340,000

1,353,400

Sprint Capital Corp.:

6.875% 11/15/28

23,495,000

20,205,700

8.75% 3/15/32

3,305,000

3,127,356

TDC A/S 3.5% 2/26/3015 (Reg. S) (n)

EUR

1,550,000

1,669,585

Telecom Italia Capital SA 6% 9/30/34

1,350,000

1,323,000

Telecom Italia SpA 5.303% 5/30/24 (h)

1,350,000

1,360,125

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (h)

590,000

594,425

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.:

1.35% 6/9/17

$ 20,956,000

$ 20,887,600

2.625% 2/21/20

21,379,000

21,388,107

4.5% 9/15/20

36,000,000

38,720,880

5.012% 8/21/54

55,038,000

50,205,113

6.25% 4/1/37

2,348,000

2,631,364

6.4% 9/15/33

10,915,000

12,445,709

6.55% 9/15/43

54,849,000

64,763,725

Wind Acquisition Finance SA:

4.75% 7/15/20 (h)

3,205,000

3,229,038

7.375% 4/23/21 (h)

10,860,000

11,104,350

 

454,276,201

Wireless Telecommunication Services - 0.6%

America Movil S.A.B. de CV:

2.375% 9/8/16

15,982,000

16,149,811

3.125% 7/16/22

9,218,000

9,036,498

Comcel Trust 6.875% 2/6/24 (h)

560,000

575,400

Digicel Group Ltd.:

6% 4/15/21 (h)

9,220,000

8,443,768

6.75% 3/1/23 (h)

2,795,000

2,564,413

7% 2/15/20 (h)

425,000

422,875

7.125% 4/1/22 (h)

1,885,000

1,642,306

8.25% 9/30/20 (h)

9,040,000

8,362,000

Everything Everywhere Finance PLC 4.375% 3/28/19

GBP

850,000

1,384,160

Intelsat Jackson Holdings SA:

5.5% 8/1/23

1,490,000

1,311,200

7.25% 10/15/20

1,810,000

1,739,863

Millicom International Cellular SA:

4.75% 5/22/20 (h)

650,000

622,375

6% 3/15/25 (h)

6,675,000

6,307,875

6.625% 10/15/21 (h)

1,450,000

1,443,475

MTS International Funding Ltd. 8.625% 6/22/20 (h)

2,680,000

2,832,674

SoftBank Corp. 5.375% 7/30/22 (Reg. S)

4,200,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (h)

3,890,000

4,332,488

Sprint Corp.:

7.625% 2/15/25

5,395,000

5,034,209

7.875% 9/15/23

9,220,000

8,862,725

T-Mobile U.S.A., Inc.:

6% 3/1/23

4,060,000

4,139,129

6.375% 3/1/25

9,470,000

9,678,340

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

T-Mobile U.S.A., Inc.: - continued

6.464% 4/28/19

$ 1,520,000

$ 1,563,700

6.5% 1/15/24

3,045,000

3,128,738

6.625% 4/1/23

4,145,000

4,323,235

TBG Global Pte. Ltd. 4.625% 4/3/18 (Reg. S)

480,000

472,800

Vimpel Communications 9.125% 4/30/18 (Reg. S) (Issued by VIP Finance Ireland Ltd. for Vimpel Communications)

650,000

689,619

Vimpel Communications OJSC 7.748% 2/2/21 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (h)

4,260,000

4,223,603

 

113,503,029

TOTAL TELECOMMUNICATION SERVICES

567,779,230

UTILITIES - 3.1%

Electric Utilities - 1.7%

AmerenUE 6.4% 6/15/17

2,491,000

2,707,894

American Electric Power Co., Inc.:

1.65% 12/15/17

5,213,000

5,196,167

2.95% 12/15/22

4,935,000

4,766,134

American Transmission Systems, Inc. 5% 9/1/44 (h)

2,638,000

2,696,015

Ceske Energeticke Zavody A/S 4.25% 4/3/22 (Reg. S)

5,000,000

5,257,690

CLP Power Hong Kong Financing Ltd. 2.875% 4/26/23

3,000,000

2,900,562

Dayton Power & Light Co. 1.875% 9/15/16

3,740,000

3,746,145

Duquesne Light Holdings, Inc.:

5.9% 12/1/21 (h)

29,344,000

33,330,529

6.4% 9/15/20 (h)

25,897,000

29,651,314

Edison International 3.75% 9/15/17

6,674,000

6,951,291

Eversource Energy:

1.45% 5/1/18

3,325,000

3,281,659

2.8% 5/1/23

15,104,000

14,481,036

Exelon Corp.:

1.55% 6/9/17

3,319,000

3,310,802

2.85% 6/15/20

4,888,000

4,877,168

FirstEnergy Corp.:

2.75% 3/15/18

36,397,000

36,513,616

4.25% 3/15/23

31,243,000

31,304,080

7.375% 11/15/31

24,589,000

29,595,320

FirstEnergy Solutions Corp. 6.05% 8/15/21

20,194,000

21,966,892

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Electric Utilities - continued

IPALCO Enterprises, Inc. 3.45% 7/15/20 (h)

$ 27,495,000

$ 27,013,838

Lamar Funding Ltd. 3.958% 5/7/25 (h)

565,000

528,981

LG&E and KU Energy LLC:

2.125% 11/15/15

7,369,000

7,388,226

3.75% 11/15/20

1,450,000

1,519,207

Monongahela Power Co. 4.1% 4/15/24 (h)

3,982,000

4,081,522

Nevada Power Co. 6.5% 5/15/18

790,000

883,546

NSG Holdings II, LLC 7.75% 12/15/25 (h)

9,494,717

10,467,926

NV Energy, Inc. 6.25% 11/15/20

3,500,000

4,054,467

Pennsylvania Electric Co. 6.05% 9/1/17

764,000

828,168

Pepco Holdings, Inc. 2.7% 10/1/15

7,047,000

7,056,189

PPL Capital Funding, Inc. 3.4% 6/1/23

7,184,000

7,074,868

Progress Energy, Inc. 4.4% 1/15/21

12,059,000

12,849,721

RJS Power Holdings LLC 5.125% 7/15/19 (h)

8,575,000

8,103,375

TECO Finance, Inc.:

4% 3/15/16

2,562,000

2,600,240

5.15% 3/15/20

3,761,000

4,107,110

 

341,091,698

Gas Utilities - 0.0%

Intergas Finance BV 6.375% 5/14/17 (Reg. S)

965,000

984,532

Southern Natural Gas Co. 5.9% 4/1/17 (h)

442,000

466,407

Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21

3,646,000

3,729,213

 

5,180,152

Independent Power and Renewable Electricity Producers - 0.5%

Calpine Corp.:

5.375% 1/15/23

4,730,000

4,563,031

5.75% 1/15/25

910,000

881,563

Dolphin Subsidiary II, Inc.:

6.5% 10/15/16

19,000,000

19,475,000

7.25% 10/15/21

21,425,000

22,094,531

Dynegy, Inc.:

6.75% 11/1/19

6,850,000

7,102,594

7.375% 11/1/22

8,135,000

8,419,725

7.625% 11/1/24

14,025,000

14,597,220

Listrindo Capital BV 6.95% 2/21/19 (Reg. S)

650,000

666,250

NRG Energy, Inc.:

6.25% 7/15/22

8,395,000

8,185,125

6.25% 5/1/24

8,475,000

8,051,250

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Independent Power and Renewable Electricity Producers - continued

PPL Energy Supply LLC 6.5% 6/1/25 (h)

$ 1,180,000

$ 1,094,450

TerraForm Power Operating LLC:

5.875% 2/1/23 (h)

1,595,000

1,515,250

6.125% 6/15/25 (h)

500,000

471,250

The AES Corp.:

4.875% 5/15/23

3,775,000

3,510,750

7.375% 7/1/21

1,515,000

1,632,413

 

102,260,402

Multi-Utilities - 0.9%

Dominion Resources, Inc.:

2.5818% 9/30/66 (n)

35,229,000

30,674,771

7.5% 6/30/66 (n)

10,345,000

9,219,981

MidAmerican Energy Holdings, Co.:

1.1% 5/15/17

15,809,000

15,719,221

2% 11/15/18

12,172,000

12,142,860

NiSource Finance Corp.:

5.25% 2/15/43

12,739,000

13,572,589

5.45% 9/15/20

11,473,000

12,834,845

5.8% 2/1/42

6,336,000

7,204,114

5.95% 6/15/41

11,832,000

13,708,271

6.4% 3/15/18

1,228,000

1,364,078

6.8% 1/15/19

6,774,000

7,729,059

PG&E Corp. 2.4% 3/1/19

1,683,000

1,688,160

Puget Energy, Inc.:

6% 9/1/21

15,565,000

17,789,705

6.5% 12/15/20

5,125,000

6,015,069

RWE AG 7% 10/12/72 (Reg. S) (n)

2,700,000

2,808,000

Sempra Energy:

2.3% 4/1/17

14,116,000

14,290,798

2.875% 10/1/22

5,760,000

5,520,286

SP PowerAssets Ltd. 2.7% 9/14/22 (Reg. S)

3,000,000

2,926,464

Wisconsin Energy Corp. 6.25% 5/15/67 (n)

3,860,000

3,343,725

 

178,551,996

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Water Utilities - 0.0%

Yorkshire Water Services Finance Ltd. 6% 4/24/25 (n)

GBP

3,500,000

$ 5,681,512

TOTAL UTILITIES

632,765,760

TOTAL NONCONVERTIBLE BONDS

(Cost $9,021,912,936)


8,951,784,547

U.S. Government and Government Agency Obligations - 19.0%

 

U.S. Treasury Inflation-Protected Obligations - 2.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

202,680,000

182,320,864

1.375% 2/15/44

135,651,571

142,485,411

U.S. Treasury Inflation-Indexed Notes:

0.125% 7/15/24

166,092,620

159,512,508

0.25% 1/15/25

75,564,750

72,857,924

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

557,176,707

U.S. Treasury Obligations - 16.2%

U.S. Treasury Bonds:

2.5% 2/15/45

200,000

181,130

2.875% 8/15/45

101,360,000

99,736,618

3% 5/15/45

650,487,000

655,094,399

4.375% 2/15/38

430,000

543,726

U.S. Treasury Notes:

0.5% 1/31/17 (k)

5,510,000

5,503,614

0.5% 2/28/17

1,450,000

1,447,677

1.125% 6/15/18

836,229,000

838,265,138

1.25% 10/31/18

616,376,000

618,214,033

1.375% 7/31/18

50,772,000

51,210,315

1.375% 4/30/20

18,176,000

18,062,873

1.625% 6/30/20

48,699,000

48,890,484

1.625% 7/31/20

5,593,000

5,611,641

2% 2/15/25

1,140,000

1,118,744

2% 8/15/25 (g)

115,730,000

113,517,821

2.125% 5/15/25

704,209,000

697,900,696

2.25% 11/15/24

50,000,000

50,199,200

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.375% 8/15/24

$ 76,723,000

$ 77,941,745

2.5% 5/15/24

3,700,000

3,802,231

TOTAL U.S. TREASURY OBLIGATIONS

3,287,242,085

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,870,084,540)


3,844,418,792

U.S. Government Agency - Mortgage Securities - 14.0%

 

Fannie Mae - 8.1%

1.75% 10/1/34 (n)

4,028

4,199

1.85% 10/1/33 (n)

3,169

3,297

1.88% 1/1/35 (n)

3,093

3,223

1.88% 1/1/35 (n)

309,395

324,512

1.885% 2/1/33 (n)

1,792

1,865

1.91% 12/1/34 (n)

57,465

59,952

1.91% 3/1/35 (n)

27,587

28,790

1.931% 10/1/33 (n)

19,545

20,396

1.94% 7/1/35 (n)

20,411

21,481

2.05% 3/1/35 (n)

5,168

5,346

2.06% 1/1/35 (n)

215,423

228,417

2.07% 4/1/37 (n)

97,606

102,683

2.09% 10/1/33 (n)

489,320

519,030

2.115% 12/1/34 (n)

12,487

13,147

2.141% 9/1/36 (n)

79,534

85,139

2.143% 9/1/36 (n)

102,393

109,609

2.19% 3/1/37 (n)

25,716

27,259

2.194% 7/1/34 (n)

35,633

37,737

2.243% 3/1/33 (n)

101,377

106,975

2.251% 5/1/35 (n)

258,113

274,011

2.273% 3/1/40 (n)

471,571

503,592

2.278% 6/1/47 (n)

144,202

154,364

2.302% 6/1/36 (n)

168,324

179,765

2.31% 12/1/39 (n)

238,411

255,212

2.317% 5/1/36 (n)

180,101

190,491

2.334% 7/1/35 (n)

119,463

126,919

2.335% 9/1/35 (n)

129,423

138,543

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

2.36% 11/1/36 (n)

$ 105,469

$ 112,259

2.375% 2/1/36 (n)

412,275

439,592

2.421% 10/1/33 (n)

106,225

113,711

2.444% 6/1/36 (n)

374,752

400,869

2.445% 12/1/35 (n)

303,914

325,330

2.458% 3/1/35 (n)

73,733

78,929

2.5% 5/1/27 to 8/1/43

61,129,557

61,465,205

2.53% 9/1/37 (n)

31,520

33,741

2.544% 5/1/36 (n)

190,203

203,028

2.546% 7/1/37 (n)

179,300

191,928

2.557% 6/1/42 (n)

338,990

350,421

2.615% 7/1/34 (n)

238,719

255,541

2.69% 2/1/42 (n)

1,940,959

2,007,691

2.758% 1/1/42 (n)

2,380,632

2,474,945

2.96% 11/1/40 (n)

203,472

213,177

2.982% 9/1/41 (n)

208,873

217,652

3% 8/1/41 (n)

1,196,246

1,242,725

3% 4/1/42 to 8/1/45

137,188,791

138,400,337

3% 9/1/45 (j)

11,000,000

11,047,266

3% 9/1/45 (j)

15,750,000

15,817,676

3% 9/1/45 (j)

700,000

703,008

3% 9/1/45 (j)

12,950,000

13,005,645

3% 10/1/45 (j)

11,000,000

11,020,195

3% 10/1/45 (j)

19,500,000

19,535,800

3.059% 10/1/41 (n)

90,567

94,222

3.239% 7/1/41 (n)

345,772

365,763

3.309% 10/1/41 (n)

197,256

207,389

3.346% 9/1/41 (n)

330,440

347,356

3.461% 12/1/40 (n)

16,327,608

17,313,509

3.5% 5/1/21 to 8/1/45

195,532,121

203,539,049

3.5% 9/1/45 (j)

21,300,000

22,072,123

3.5% 9/1/45 (j)

62,400,000

64,661,994

3.5% 9/1/45 (j)

54,400,000

56,371,995

3.5% 9/1/45 (j)

118,400,000

122,691,988

3.554% 7/1/41 (n)

393,834

416,390

4% 9/1/24 to 8/1/45

245,067,075

261,785,930

4% 9/1/45 (j)

33,200,000

35,259,436

4% 9/1/45 (j)

29,800,000

31,648,530

4% 9/1/45 (j)

700,000

743,422

4.5% 2/1/33 to 4/1/45

239,339,417

260,852,450

4.5% 9/1/45 (j)

104,900,000

113,636,198

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

4.5% 9/1/45 (j)

$ 66,500,000

$ 72,038,200

5% 3/1/18 to 1/1/40

12,863,130

14,311,086

5.204% 7/1/37 (n)

38,769

41,410

5.5% 12/1/17 to 3/1/41

41,331,160

46,286,955

5.565% 8/1/46 (n)

35,732

37,960

6% 2/1/17 to 1/1/42

19,996,559

22,958,828

6.5% 1/1/16 to 4/1/37

8,527,275

9,849,648

7% 12/1/15 to 7/1/37

1,737,692

2,014,141

7.5% 6/1/25 to 2/1/32

743,846

874,496

8% 12/1/17 to 3/1/37

14,369

17,374

8.5% 1/1/17 to 7/1/31

5,368

6,427

9.5% 4/1/16 to 9/1/21

19,301

21,005

TOTAL FANNIE MAE

1,643,647,899

Freddie Mac - 2.8%

1.5% 8/1/37 (n)

36,329

37,466

1.82% 3/1/35 (n)

109,500

113,785

1.825% 3/1/37 (n)

17,605

18,412

1.852% 1/1/36 (n)

94,641

99,746

1.914% 3/1/36 (n)

192,332

201,498

1.981% 12/1/35 (n)

268,185

282,848

2.022% 2/1/37 (n)

183,077

192,081

2.05% 6/1/37 (n)

30,132

31,675

2.055% 11/1/35 (n)

203,364

214,431

2.095% 8/1/37 (n)

77,851

82,228

2.105% 3/1/36 (n)

222,387

234,156

2.121% 5/1/37 (n)

75,262

80,330

2.274% 6/1/33 (n)

249,066

263,084

2.328% 10/1/36 (n)

351,588

372,184

2.333% 4/1/37 (n)

93,267

99,840

2.351% 10/1/35 (n)

135,925

143,969

2.385% 6/1/37 (n)

25,390

27,023

2.394% 10/1/42 (n)

3,383,968

3,567,757

2.415% 6/1/37 (n)

258,833

276,770

2.436% 5/1/37 (n)

70,764

75,744

2.448% 6/1/37 (n)

57,600

61,659

2.489% 4/1/36 (n)

186,736

199,418

2.526% 6/1/33 (n)

757,843

808,047

2.571% 3/1/35 (n)

1,151,839

1,233,007

2.595% 4/1/37 (n)

8,560

9,163

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac - continued

2.67% 6/1/36 (n)

$ 68,904

$ 73,701

2.722% 3/1/33 (n)

6,318

6,764

2.757% 7/1/36 (n)

86,515

92,612

2.757% 12/1/36 (n)

318,536

340,983

3% 8/1/42 to 8/1/45

47,690,227

48,108,823

3% 9/1/45 (j)

86,000,000

86,120,933

3.091% 9/1/41 (n)

2,030,935

2,113,642

3.155% 10/1/35 (n)

159,157

168,471

3.22% 9/1/41 (n)

225,766

236,291

3.235% 4/1/41 (n)

240,343

252,169

3.289% 6/1/41 (n)

259,197

273,827

3.292% 7/1/41 (n)

1,120,711

1,177,579

3.434% 12/1/40 (n)

7,526,902

7,901,094

3.444% 5/1/41 (n)

238,099

249,527

3.5% 4/1/42 to 6/1/45 (l)

167,391,191

173,884,580

3.62% 6/1/41 (n)

371,011

392,910

3.705% 5/1/41 (n)

321,478

340,673

4% 6/1/33 to 5/1/45

95,880,320

102,497,114

4.5% 6/1/25 to 1/1/45 (m)

48,439,808

52,890,490

5% 6/1/20 to 7/1/41

39,215,875

43,514,438

5.124% 4/1/38 (n)

290,635

310,435

5.5% 10/1/17 to 3/1/41

15,770,507

17,584,709

6% 7/1/16 to 12/1/37

3,971,271

4,522,658

6.5% 2/1/16 to 9/1/39

5,732,729

6,570,082

7% 6/1/21 to 9/1/36

1,644,878

1,915,403

7.5% 9/1/15 to 6/1/32

29,492

34,633

8% 7/1/16 to 1/1/37

53,610

64,732

8.5% 2/1/19 to 1/1/28

48,910

58,013

9% 5/1/17 to 10/1/20

166

176

9.5% 5/1/21 to 7/1/21

511

560

10% 11/15/18 to 8/1/21

203

222

11% 11/1/15 to 9/1/20

94

99

TOTAL FREDDIE MAC

560,424,664

Ginnie Mae - 3.1%

3% 6/15/42 to 8/20/45

111,771,485

113,457,642

3.5% 11/15/40 to 8/20/45

172,237,420

179,663,750

3.5% 9/1/45 (j)

35,100,000

36,547,871

3.5% 9/1/45 (j)

37,500,000

39,046,871

4% 5/20/33 to 7/20/45

111,877,857

119,462,467

4.5% 6/20/33 to 8/15/41

91,213,383

99,679,207

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Ginnie Mae - continued

5% 12/15/32 to 9/15/41

$ 36,742,724

$ 41,102,560

5.5% 4/15/29 to 9/15/39

6,140,630

6,975,713

6% 10/15/30 to 11/15/39

861,975

986,119

6.5% 3/20/31 to 10/15/38

479,858

556,448

7% 10/15/22 to 3/15/33

1,547,249

1,821,714

7.5% 1/15/17 to 9/15/31

709,891

830,024

8% 4/15/17 to 11/15/29

245,587

284,939

8.5% 10/15/21 to 1/15/31

41,290

49,513

9% 8/15/19 to 1/15/23

2,420

2,690

9.5% 12/15/20 to 2/15/25

946

1,062

10.5% 3/20/16 to 1/20/18

2,450

2,606

11% 12/20/15 to 9/20/19

917

1,041

TOTAL GINNIE MAE

640,472,237

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,831,006,807)


2,844,544,800

Asset-Backed Securities - 0.8%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.9044% 4/25/35 (n)

664,344

596,925

ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8494% 3/25/34 (n)

286,904

273,372

Airspeed Ltd. Series 2007-1A Class C1, 2.6976% 6/15/32 (h)(n)

3,444,066

1,515,389

American Homes 4 Rent:

Series 2014-SFR1 Class E, 2.75% 6/17/31 (h)(n)

551,000

524,938

Series 2014-SFR2 Class E, 6.231% 10/17/36 (h)

147,000

150,742

Series 2014-SFR3 Class E, 6.418% 12/17/36 (h)

428,000

445,845

Series 2015-SFR1 Class E, 5.639% 4/17/52 (h)

326,438

320,064

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 1.2494% 12/25/33 (n)

48,772

45,099

Series 2004-R2 Class M3, 1.0244% 4/25/34 (n)

89,819

65,990

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.9794% 3/25/34 (n)

47,932

44,434

Series 2004-W11 Class M2, 1.2494% 11/25/34 (n)

561,149

545,162

Series 2004-W7 Class M1, 1.0244% 5/25/34 (n)

1,542,998

1,484,870

Series 2006-W4 Class A2C, 0.3594% 5/25/36 (n)

1,159,665

413,860

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0244% 4/25/34 (n)

$ 1,729,008

$ 1,586,936

Series 2006-HE2 Class M1, 0.5694% 3/25/36 (n)

21,261

170

Capital Auto Receivables Trust Series 2013-3 Class A3, 1.31% 12/20/17

11,540,000

11,553,017

Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3394% 12/25/36 (n)

1,802,588

1,188,800

CFC LLC:

Series 2013-1A Class B, 2.75% 11/15/18 (h)

5,916,550

5,949,428

Series 2013-2A Class A, 1.75% 11/15/17 (h)

1,621,937

1,623,064

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.4494% 3/25/32 (n)

3,192

2,854

Series 2004-3 Class M4, 1.6544% 4/25/34 (n)

69,614

62,739

Series 2004-4 Class M2, 0.9944% 6/25/34 (n)

104,055

94,678

Series 2004-7 Class AF5, 5.868% 1/25/35

3,145,875

3,275,973

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

341,219

334,014

Fannie Mae Series 2004-T5 Class AB3, 0.9538% 5/28/35 (n)

38,916

36,081

Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3744% 8/25/34 (n)

290,872

272,097

First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.0244% 3/25/34 (n)

10,384

9,839

Flagship Credit Auto Trust Series 2015-2 Class A, 1.98% 10/15/20 (h)

20,000,000

20,009,920

Fremont Home Loan Trust Series 2005-A:

Class M3, 0.9344% 1/25/35 (n)

948,695

808,921

Class M4, 1.2194% 1/25/35 (n)

347,133

223,666

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.7091% 2/25/47 (h)(n)

1,273,689

1,189,741

GE Business Loan Trust Series 2006-2A:

Class A, 0.3776% 11/15/34 (h)(n)

938,833

902,521

Class B, 0.4776% 11/15/34 (h)(n)

339,135

314,893

Class C, 0.5776% 11/15/34 (h)(n)

563,628

496,466

Class D, 0.9476% 11/15/34 (h)(n)

214,028

176,783

GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (h)

153,266

4,537

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5194% 8/25/33 (n)

273,785

259,059

Series 2003-3 Class M1, 1.4894% 8/25/33 (n)

454,678

438,275

Series 2003-5 Class A2, 0.8905% 12/25/33 (n)

32,929

30,792

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3894% 1/25/37 (n)

1,522,035

1,014,623

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Invitation Homes Trust:

Series 2013-SFR1 Class F, 3.9% 12/17/30 (h)(n)

$ 590,000

$ 571,177

Series 2014-SFR1 Class F, 3.936% 6/17/31 (h)(n)

557,000

538,739

Series 2014-SFR3 Class E, 4.705% 12/17/31 (h)(n)

206,000

207,598

Series 2014-SRF2 Class F, 4.188% 9/17/31 (h)(n)

335,000

325,233

Series 2015-SFR2 Class E, 3.336% 6/17/32 (h)(n)

485,000

468,290

Series 2015-SFR3 Class E, 3.933% 8/17/32 (h)(n)

7,658,000

7,590,057

Series 2015-SRF1 Class E, 4.386% 3/17/32 (h)(n)

624,000

621,456

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.4905% 7/25/36 (n)

181,664

75,097

Series 2007-CH1:

Class AF3, 5.532% 11/25/36

12,426,183

12,626,284

Class AV4, 0.3205% 11/25/36 (n)

389,062

388,255

KeyCorp Student Loan Trust:

Series 1999-A Class A2, 0.612% 12/27/29 (n)

139,195

138,422

Series 2006-A Class 2C, 1.432% 3/27/42 (n)

3,243,000

1,604,046

Long Beach Mortgage Loan Trust Series 2006-10 Class 2A3, 0.3594% 11/25/36 (n)

4,685,962

2,071,624

Marathon Real Estate CDO Ltd. Series 2006-1A Class B, 0.6294% 5/25/46 (h)(n)

250,000

241,250

MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4994% 5/25/37 (n)

338,532

4,791

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9494% 7/25/34 (n)

118,699

99,508

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 1.1744% 7/25/34 (n)

341,646

312,159

Series 2006-FF1 Class M2, 0.4894% 8/25/36 (n)

13,300,000

12,600,483

Series 2006-FM1 Class A2B, 0.3094% 4/25/37 (n)

245,450

243,356

Series 2006-OPT1 Class A1A, 0.7194% 6/25/35 (n)

1,672,262

1,615,510

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.8794% 8/25/34 (n)

57,368

53,552

Series 2004-NC6 Class M3, 2.3744% 7/25/34 (n)

16,524

14,833

Series 2004-NC8 Class M6, 2.0744% 9/25/34 (n)

18,949

16,970

Series 2005-NC1 Class M1, 0.8594% 1/25/35 (n)

289,373

273,254

Series 2005-NC2 Class B1, 1.9544% 3/25/35 (n)

225,910

4,278

Nationstar HECM Loan Trust Series 2015-1A Class A, 3.875% 5/25/18 (h)

7,470,766

7,480,104

New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7005% 9/25/35 (n)

1,426,957

1,268,640

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 2.0744% 9/25/34 (n)

532,896

504,264

Class M4, 2.3744% 9/25/34 (n)

683,353

315,806

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Park Place Securities, Inc.: - continued

Series 2005-WCH1 Class M4, 1.4444% 1/25/36 (n)

$ 1,475,804

$ 1,300,032

Resource Real Estate Funding CDO Series 2007-1A Class J, 3.1494% 9/25/46 (h)(n)

250,000

63,000

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9994% 4/25/33 (n)

5,108

4,830

Santander Drive Auto Receivables Trust Series 2014-4 Class C, 2.6% 11/16/20

7,985,000

8,044,464

Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9944% 3/25/35 (n)

794,671

730,890

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.2359% 6/15/33 (n)

685,690

664,796

Springcastle SPV Series 2014-AA Class A, 2.7% 5/25/23 (h)

10,910,794

10,948,981

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9244% 9/25/34 (n)

42,679

37,459

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0594% 9/25/34 (n)

28,819

25,690

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8435% 4/6/42 (h)(n)

2,683,017

1,529,320

Truman Capital Mortgage Loan Trust Series 2014-NPL2 Class A1, 3.125% 6/25/54 (h)

285,294

284,109

Vericrest Opportunity Loan Trust:

Series 2014-NP11 Class A1, 3.875% 4/25/55 (h)

6,280,446

6,278,571

Series 2014-NPL7 Class A1, 3.375% 8/27/57 (h)

10,529,615

10,515,284

Whinstone Capital Management Ltd. Series 1A Class B3, 2.0951% 10/25/44 (h)(n)

1,789,540

1,784,312

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.6534% 11/21/40 (h)(n)

186,318

181,791

Class D, 1.1834% 11/21/40 (h)(n)

305,000

245,678

TOTAL ASSET-BACKED SECURITIES

(Cost $143,347,784)


153,200,820

Collateralized Mortgage Obligations - 2.9%

 

Private Sponsor - 0.8%

Banc of America Funding Corp.:

sequential payer Series 2010-R4 Class 6A1, 0.3341% 1/26/37 (h)(n)

22,807

22,753

Series 2015-R3 Class 10A1, 0.3305% 6/27/36 (h)(n)

19,607,233

18,914,493

BCAP LLC Trust sequential payer:

Series 2013-RR3 Class 2A1, 2.3758% 2/26/37 (h)(n)

6,322,728

6,296,805

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

BCAP LLC Trust sequential payer: - continued

Series 2013-RR4 Class 2A1, 2.7793% 5/26/47 (h)(n)

$ 9,143,721

$ 9,105,994

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7594% 1/25/35 (n)

1,091,384

1,061,798

Citigroup Mortgage Loan Trust sequential payer:

Series 2012-A Class A, 2.5% 6/25/51 (h)

8,438,307

8,299,102

Series 2014-8 Class 2A1, 3.45% 6/27/37 (h)(n)

12,485,108

12,619,020

Credit Suisse Commercial Mortgage Trust Series 2014-15R Class 7A3, 1.1124% 10/26/37 (h)(n)

786,763

770,452

CSMC:

floater Series 2015-1R Class 6A1, 0.467% 5/27/37 (h)(n)

13,041,125

12,109,226

Series 2011-2R Class 2A1, 2.6521% 7/27/36 (h)

11,998,746

11,870,902

Series 2014-3R Class 2A1, 0.8847% 5/27/37 (h)(n)

1,977,086

1,874,527

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5683% 10/25/34 (n)

598,303

594,326

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.3578% 12/25/46 (h)(n)

910,000

1,004,129

Series 2010-K7 Class B, 5.4406% 4/25/20 (h)(n)

1,000,000

1,115,921

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 1.3028% 12/20/54 (n)

205,017

202,147

Series 2006-1A Class C2, 1.4028% 12/20/54 (h)(n)

6,523,000

6,443,419

Series 2006-2 Class C1, 1.1428% 12/20/54 (n)

21,543,000

21,014,871

Series 2006-3 Class C2, 1.2028% 12/20/54 (n)

1,124,000

1,107,252

Series 2006-4:

Class C1, 0.9628% 12/20/54 (n)

2,767,000

2,677,747

Class M1, 0.5428% 12/20/54 (n)

1,190,000

1,160,238

Series 2007-1:

Class 1C1, 0.8028% 12/20/54 (n)

2,234,000

2,146,567

Class 1M1, 0.5028% 12/20/54 (n)

1,493,000

1,440,894

Class 2C1, 1.0628% 12/20/54 (n)

1,015,000

986,625

Class 2M1, 0.7028% 12/20/54 (n)

1,917,000

1,878,526

Series 2007-2 Class 2C1, 1.0576% 12/17/54 (n)

2,654,000

2,579,945

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.737% 1/20/44 (n)

430,241

426,023

GSR Mortgage Loan Trust floater Series 2007-AR1 Class 6A1, 2.0124% 3/25/37 (n)

890,132

866,142

JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.5847% 8/25/36 (n)

1,296,420

1,096,226

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4094% 5/25/47 (n)

1,233,231

1,139,906

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3694% 2/25/37 (n)

$ 3,448,741

$ 3,103,867

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

106,645

109,193

Oak Hill Advisors Residential Loan Trust Series 2014-NPL2 Class A1, 3.475% 4/25/54 (h)

8,684,546

8,676,874

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4894% 7/25/35 (n)

1,017,296

962,640

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.5385% 6/10/35 (h)(n)

403,347

366,193

Class B6, 3.0385% 6/10/35 (h)(n)

89,932

82,862

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3234% 7/20/34 (n)

23,167

22,738

Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.5121% 4/25/33 (n)

199,322

196,290

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-BB Class A2, 2.6192% 1/25/35 (n)

3,152,051

3,163,190

Series 2005-AR10 Class 2A15, 2.6681% 6/25/35 (n)

15,817,688

16,075,405

Series 2005-AR2 Class 1A2, 2.6165% 3/25/35 (n)

1,906,824

1,763,150

TOTAL PRIVATE SPONSOR

165,348,378

U.S. Government Agency - 2.1%

Fannie Mae:

floater:

Series 2002-18 Class FD, 0.9994% 2/25/32 (n)

34,321

34,884

Series 2002-39 Class FD, 1.1996% 3/18/32 (n)

54,829

56,047

Series 2002-60 Class FV, 1.1994% 4/25/32 (n)

71,759

73,519

Series 2002-63 Class FN, 1.1994% 10/25/32 (n)

98,533

100,891

Series 2002-7 Class FC, 0.9494% 1/25/32 (n)

36,334

37,142

Series 2002-94 Class FB, 0.5994% 1/25/18 (n)

47,775

47,931

Series 2003-118 Class S, 7.9006% 12/25/33 (n)(o)(q)

1,141,847

265,347

Series 2006-104 Class GI, 6.4806% 11/25/36 (n)(o)(q)

838,434

165,650

Series 2006-33 Class CF, 0.4994% 5/25/36 (n)

704,805

706,628

Series 2007-57 Class FA, 0.4294% 6/25/37 (n)

898,475

898,620

Series 2008-76 Class EF, 0.6994% 9/25/23 (n)

461,381

463,189

planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

54,633

59,987

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

planned amortization class:

Series 1993-207 Class H, 6.5% 11/25/23

$ 670,346

$ 749,254

Series 1994-23 Class PZ, 6% 2/25/24

1,817,625

2,006,775

Series 1996-28 Class PK, 6.5% 7/25/25

218,950

244,799

Series 1999-17 Class PG, 6% 4/25/29

575,834

632,653

Series 1999-32 Class PL, 6% 7/25/29

497,538

547,734

Series 1999-33 Class PK, 6% 7/25/29

322,551

355,846

Series 2001-52 Class YZ, 6.5% 10/25/31

39,775

44,934

Series 2002-9 Class PC, 6% 3/25/17

26,299

27,023

Series 2003-28 Class KG, 5.5% 4/25/23

395,584

432,157

Series 2004-21 Class QE, 4.5% 11/25/32

65,150

66,821

Series 2005-102 Class CO, 11/25/35 (p)

324,410

294,104

Series 2005-73 Class SA, 17.0316% 8/25/35 (n)(q)

127,624

165,687

Series 2005-81 Class PC, 5.5% 9/25/35

427,876

496,859

Series 2006-105 Class MD, 5.5% 6/25/35

352,232

358,425

Series 2006-12 Class BO, 10/25/35 (p)

1,344,951

1,261,425

Series 2006-37 Class OW, 5/25/36 (p)

155,439

137,493

Series 2006-45 Class OP, 6/25/36 (p)

414,275

367,953

Series 2006-62 Class KP, 4/25/36 (p)

594,171

529,242

sequential payer:

Series 1997-41 Class J, 7.5% 6/18/27

115,120

135,166

Series 1999-25 Class Z, 6% 6/25/29

438,753

495,984

Series 2001-20 Class Z, 6% 5/25/31

576,301

634,633

Series 2001-31 Class ZC, 6.5% 7/25/31

304,566

350,904

Series 2002-16 Class ZD, 6.5% 4/25/32

159,403

185,786

Series 2002-74 Class SV, 7.3506% 11/25/32 (n)(o)

718,460

130,088

Series 2002-79 Class Z, 5.5% 11/25/22

799,761

891,611

Series 2010-50 Class FA, 0.5494% 1/25/24 (n)

12,799

12,800

Series 2012-67 Class AI, 4.5% 7/25/27 (o)

4,199,468

571,464

Series 06-116 Class SG, 6.4406% 12/25/36 (n)(o)(q)

561,436

109,000

Series 07-40 Class SE, 6.2406% 5/25/37 (n)(o)(q)

351,504

58,427

Series 1993-165 Class SH, 19.2358% 9/25/23 (n)(q)

26,591

36,152

Series 2003-21 Class SK, 7.9006% 3/25/33 (n)(o)(q)

99,830

27,222

Series 2003-35 Class TQ, 7.3006% 5/25/18 (n)(o)(q)

47,833

3,149

Series 2005-72 Class ZC, 5.5% 8/25/35

3,477,956

3,917,817

Series 2007-57 Class SA, 39.4236% 6/25/37 (n)(q)

268,961

539,070

Series 2007-66:

Class FB, 0.5994% 7/25/37 (n)

1,078,031

1,086,635

Class SA, 38.4036% 7/25/37 (n)(q)

410,590

806,581

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2007-66:

Class SB, 38.4036% 7/25/37 (n)(q)

$ 179,672

$ 344,115

Series 2008-12 Class SG, 6.1506% 3/25/38 (n)(o)(q)

2,418,678

435,433

Series 2009-114 Class AI, 5% 12/25/23 (o)

444,056

18,281

Series 2009-16 Class SA, 6.0506% 3/25/24 (n)(o)(q)

251,947

8,967

Series 2009-76 Class MI, 5.5% 9/25/24 (o)

219,368

10,697

Series 2009-85 Class IB, 4.5% 8/25/24 (o)

246,918

20,483

Series 2009-93 Class IC, 4.5% 9/25/24 (o)

371,345

30,118

Series 2010-112 Class SG, 6.1606% 6/25/21 (n)(o)(q)

330,203

24,365

Series 2010-12 Class AI, 5% 12/25/18 (o)

923,657

49,935

Series 2010-135 Class LS, 5.8506% 12/25/40 (n)(o)(q)

2,194,654

390,924

Series 2010-139 Class NI, 4.5% 2/25/40 (o)

2,142,589

303,990

Series 2010-17 Class DI, 4.5% 6/25/21 (o)

247,906

14,535

Series 2010-23:

Class AI, 5% 12/25/18 (o)

390,489

19,018

Class HI, 4.5% 10/25/18 (o)

271,579

13,433

Series 2010-29 Class LI, 4.5% 6/25/19 (o)

837,644

39,066

Series 2010-97 Class CI, 4.5% 8/25/25 (o)

792,747

57,999

Series 2011-39 Class ZA, 6% 11/25/32

1,474,496

1,684,984

Series 2011-67 Class AI, 4% 7/25/26 (o)

664,689

75,776

Series 2011-83 Class DI, 6% 9/25/26 (o)

1,073,476

144,530

Series 2013-N1 Class A, 6.5206% 6/25/35 (n)(o)(q)

1,726,662

377,616

Fannie Mae Stripped Mortgage-Backed Securities:

Series 339:

Class 29, 5.5% 8/25/18 (o)

141,617

7,051

Class 5, 5.5% 7/25/33 (o)

328,031

68,974

Series 343 Class 16, 5.5% 5/25/34 (o)

262,596

51,101

Series 348 Class 14, 6.5% 8/25/34 (n)(o)

187,570

41,486

Series 351:

Class 12, 5.5% 4/25/34 (n)(o)

131,347

23,327

Class 13, 6% 3/25/34 (o)

173,945

34,742

Series 359 Class 19, 6% 7/25/35 (n)(o)

122,725

25,476

Series 384 Class 6, 5% 7/25/37 (o)

1,557,588

322,907

Freddie Mac:

floater:

Series 2412 Class FK, 0.9976% 1/15/32 (n)

28,001

28,450

Series 2423 Class FA, 1.0976% 3/15/32 (n)

38,910

39,705

Series 2424 Class FM, 1.1976% 3/15/32 (n)

52,218

53,488

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

floater:

Series 2432:

Class FE, 1.0976% 6/15/31 (n)

$ 69,662

$ 71,111

Class FG, 1.0976% 3/15/32 (n)

23,206

23,673

floater planned amortization class Series 3153 Class FX, 0.5476% 5/15/36 (n)

1,455,341

1,460,620

floater target amortization class Series 3366 Class FD, 0.4476% 5/15/37 (n)

1,654,255

1,653,262

planned amortization class:

Series 2006-15 Class OP, 3/25/36 (p)

1,098,432

990,254

Series 2095 Class PE, 6% 11/15/28

619,739

684,543

Series 2101 Class PD, 6% 11/15/28

56,690

62,327

Series 2121 Class MG, 6% 2/15/29

256,041

281,945

Series 2131 Class BG, 6% 3/15/29

1,688,868

1,864,419

Series 2137 Class PG, 6% 3/15/29

277,365

305,626

Series 2154 Class PT, 6% 5/15/29

424,428

467,209

Series 2162 Class PH, 6% 6/15/29

107,139

117,584

Series 2425 Class JH, 6% 3/15/17

40,767

41,988

Series 2520 Class BE, 6% 11/15/32

572,734

631,918

Series 2585 Class KS, 7.4024% 3/15/23 (n)(o)(q)

40,713

6,047

Series 2693 Class MD, 5.5% 10/15/33

6,509,800

7,287,373

Series 2802 Class OB, 6% 5/15/34

1,167,945

1,311,362

Series 2937 Class KC, 4.5% 2/15/20

1,514,116

1,585,135

Series 2962 Class BE, 4.5% 4/15/20

1,516,669

1,596,730

Series 3002 Class NE, 5% 7/15/35

1,636,757

1,803,192

Series 3110 Class OP, 9/15/35 (p)

775,962

734,775

Series 3119 Class PO, 2/15/36 (p)

1,207,557

1,047,822

Series 3121 Class KO, 3/15/36 (p)

250,122

223,246

Series 3123 Class LO, 3/15/36 (p)

726,084

646,729

Series 3145 Class GO, 4/15/36 (p)

683,632

615,187

Series 3189 Class PD, 6% 7/15/36

1,514,483

1,739,193

Series 3225 Class EO, 10/15/36 (p)

437,334

387,304

Series 3258 Class PM, 5.5% 12/15/36

692,229

779,257

Series 3415 Class PC, 5% 12/15/37

647,977

699,024

Series 3786 Class HI, 4% 3/15/38 (o)

1,935,377

224,310

Series 3806 Class UP, 4.5% 2/15/41

3,745,520

4,053,320

Series 3832 Class PE, 5% 3/15/41

2,375,210

2,698,128

sequential payer:

Series 2135 Class JE, 6% 3/15/29

115,333

126,950

Series 2274 Class ZM, 6.5% 1/15/31

134,310

154,678

Series 2281 Class ZB, 6% 3/15/30

332,529

364,540

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

$ 144,038

$ 159,179

Series 2357 Class ZB, 6.5% 9/15/31

992,608

1,152,413

Series 2502 Class ZC, 6% 9/15/32

296,840

329,068

Series 2519 Class ZD, 5.5% 11/15/32

530,934

579,601

Series 2546 Class MJ, 5.5% 3/15/23

254,056

272,632

Series 2601 Class TB, 5.5% 4/15/23

118,104

131,091

Series 2998 Class LY, 5.5% 7/15/25

313,890

345,400

Series 06-3115 Class SM, 6.4024% 2/15/36 (n)(o)(q)

468,674

81,264

Series 2013-4281 Class AI, 4% 12/15/28 (o)

7,241,957

818,134

Series 2844:

Class SC, 45.5156% 8/15/24 (n)(q)

15,994

27,876

Class SD, 83.8812% 8/15/24 (n)(q)

23,530

56,834

Series 2935 Class ZK, 5.5% 2/15/35

4,664,532

5,303,266

Series 2947 Class XZ, 6% 3/15/35

1,705,251

1,922,437

Series 3055 Class CS, 6.3924% 10/15/35 (n)(o)

663,769

131,598

Series 3244 Class SG, 6.4624% 11/15/36 (n)(o)(q)

1,573,668

301,271

Series 3274 Class SM, 6.2324% 2/15/37 (n)(o)

787,325

143,656

Series 3284 Class CI, 5.9224% 3/15/37 (n)(o)

3,665,485

671,754

Series 3287 Class SD, 6.5524% 3/15/37 (n)(o)(q)

2,368,438

559,372

Series 3297 Class BI, 6.5624% 4/15/37 (n)(o)(q)

3,474,601

704,247

Series 3336 Class LI, 6.3824% 6/15/37 (n)(o)

1,260,743

181,668

Series 3772 Class BI, 4.5% 10/15/18 (o)

987,233

49,352

Series 3949 Class MK, 4.5% 10/15/34

1,162,691

1,260,336

Series 3955 Class YI, 3% 11/15/21 (o)

4,090,266

246,243

Series 4471 Class PA 4% 12/15/40

16,542,139

17,482,450

target amortization class Series 2156 Class TC, 6.25% 5/15/29

350,826

385,183

Freddie Mac Manufactured Housing participation certificates guaranteed:

floater Series 1686 Class FA, 1.0976% 2/15/24 (n)

143,037

145,067

sequential payer:

Series 2043 Class ZH, 6% 4/15/28

278,747

306,998

Series 2056 Class Z, 6% 5/15/28

493,989

544,097

Freddie Mac Multi-family Strutured Pass-thru Certificates Series 4386 Class AZ, 4.5% 11/15/40

9,175,093

10,327,662

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2007-37 Class TS, 6.4924% 6/16/37 (n)(o)(q)

666,871

116,266

Series 2010-H03 Class FA, 0.739% 3/20/60 (n)(r)

7,239,958

7,254,778

Series 2010-H17 Class FA, 0.519% 7/20/60 (n)(r)

784,120

780,609

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2010-H18 Class AF, 0.4882% 9/20/60 (n)(r)

$ 939,927

$ 934,403

Series 2010-H19 Class FG, 0.4882% 8/20/60 (n)(r)

1,124,650

1,118,127

Series 2010-H27 Series FA, 0.5682% 12/20/60 (n)(r)

1,881,037

1,877,644

Series 2011-H05 Class FA, 0.6882% 12/20/60 (n)(r)

3,058,776

3,062,612

Series 2011-H07 Class FA, 0.6882% 2/20/61 (n)(r)

5,744,796

5,751,178

Series 2011-H12 Class FA, 0.6782% 2/20/61 (n)(r)

7,672,367

7,682,249

Series 2011-H13 Class FA, 0.6882% 4/20/61 (n)(r)

2,954,143

2,957,818

Series 2011-H14:

Class FB, 0.6882% 5/20/61 (n)(r)

3,408,666

3,413,605

Class FC, 0.6882% 5/20/61 (n)(r)

3,111,103

3,115,253

Series 2011-H17 Class FA, 0.7182% 6/20/61 (n)(r)

4,100,268

4,109,223

Series 2011-H21 Class FA, 0.7882% 10/20/61 (n)(r)

7,977,929

8,016,814

Series 2012-H01 Class FA, 0.8882% 11/20/61 (n)(r)

3,853,340

3,876,537

Series 2012-H03 Class FA, 0.8882% 1/20/62 (n)(r)

2,412,451

2,427,037

Series 2012-H06 Class FA, 0.8182% 1/20/62 (n)(r)

3,713,802

3,736,656

Series 2012-H07 Class FA, 0.8182% 3/20/62 (n)(r)

2,233,512

2,250,873

Series 2012-H23 Class WA, 0.7082% 10/20/62 (n)(r)

1,972,568

1,977,101

Series 2012-H26, Class CA, 0.7182% 7/20/60 (n)(r)

8,393,046

8,409,572

Series 2013-H07 Class BA, 0.5482% 3/20/63 (n)(r)

3,088,896

3,064,778

Series 2014-H03 Class FA, 0.7882% 1/20/64 (n)(r)

3,557,562

3,576,929

Series 2014-H05 Class FB, 0.7882% 12/20/63 (n)(r)

8,840,658

8,888,132

Series 2014-H11 Class BA, 0.6882% 6/20/64 (n)(r)

14,231,600

14,289,964

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2014-H20 Class BF, 0.6882% 9/20/64 (n)(r)

$ 45,507,119

$ 45,432,123

Series 2015-H13 Class FL, 0.4682% 5/20/63 (n)(r)

25,469,565

25,418,600

Series 2015-H19 Class FA, 0.393% 4/20/63 (n)(r)

23,700,000

23,655,563

planned amortization class:

Series 1993-13 Class PD, 6% 5/20/29

576,554

658,056

Series 1997-8 Class PE, 7.5% 5/16/27

242,407

286,190

Series 2011-136 Class WI, 4.5% 5/20/40 (o)

1,489,777

244,883

sequential payer Series 2004-24 Class ZM, 5% 4/20/34

2,348,217

2,601,424

Series 2004-32 Class GS, 6.3024% 5/16/34 (n)(o)(q)

354,374

76,792

Series 2004-73 Class AL, 7.0024% 8/17/34 (n)(o)(q)

426,172

82,363

Series 2007-35 Class SC, 39.0144% 6/16/37 (n)(q)

28,844

55,931

Series 2010-H10 Class FA, 0.519% 5/20/60 (n)(r)

2,445,477

2,434,013

Series 2012-76 Class GS, 6.5024% 6/16/42 (n)(o)(q)

1,443,066

301,234

Series 2012-97 Class JS, 6.0524% 8/16/42 (n)(o)(q)

4,573,075

784,352

Series 2013-124:

Class ES, 8.3963% 4/20/39 (n)(q)

4,142,567

4,818,231

Class ST, 8.5297% 8/20/39 (n)(q)

7,781,810

9,136,388

Series 2013-160 Class MS, 5.9973% 9/20/32 (n)(o)(q)

6,145,514

1,119,942

Series 2015-H13 Class HA, 2.5% 8/20/64 (r)

33,560,356

34,389,062

Series 2015-H17 Class HA, 2.5% 5/20/65 (r)

28,442,055

29,147,390

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (j)(r)

30,750,363

31,495,100

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (j)(r)

6,637,302

6,804,272

TOTAL U.S. GOVERNMENT AGENCY

429,373,477

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $561,302,341)


594,721,855

Commercial Mortgage Securities - 6.7%

 

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

180,000

201,179

Asset Securitization Corp.:

Series 1997-D4 Class B5, 7.525% 4/14/29

129,000

129,872

Series 1997-D5 Class PS1, 1.4464% 2/14/43 (n)(o)

456,274

5,710

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (h)(n)

$ 1,500,000

$ 1,470,703

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2005-4 Class AJ, 5.038% 7/10/45 (n)

254,963

254,820

Series 2006-2 Class A4, 5.7271% 5/10/45 (n)

17,625,794

17,815,553

Series 2006-3 Class A4, 5.889% 7/10/44

51,155,192

52,078,185

Series 2006-4 Class AM, 5.675% 7/10/46

1,000,000

1,034,448

Series 2006-6 Class A3, 5.369% 10/10/45

3,804,000

3,823,035

Series 2006-4 Class A1A, 5.617% 7/10/46 (n)

26,299,622

27,050,502

Series 2004-1 Class F, 5.279% 11/10/39 (h)

185,000

185,051

Series 2005-1 Class CJ, 5.3371% 11/10/42 (n)

175,766

175,573

Series 2005-5 Class D, 5.3247% 10/10/45 (n)

1,180,000

1,183,728

Series 2005-6 Class AJ, 5.1559% 9/10/47 (n)

300,000

301,608

Series 2006-6 Class E, 5.619% 10/10/45 (h)

1,098,000

122,411

Series 2007-2 Class A4, 5.6126% 4/10/49 (n)

8,292,000

8,634,567

Series 2007-3 Class A4, 5.5746% 6/10/49 (n)

20,967,320

21,956,977

Series 2008-1 Class D, 6.2584% 2/10/51 (h)(n)

125,000

95,414

Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49

6,743,694

7,053,028

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.4744% 12/25/33 (h)(n)

33,328

30,064

Series 2005-4A:

Class A2, 0.5894% 1/25/36 (h)(n)

788,356

700,667

Class B1, 1.5994% 1/25/36 (h)(n)

32,921

20,941

Class M1, 0.6494% 1/25/36 (h)(n)

254,309

206,031

Class M2, 0.6694% 1/25/36 (h)(n)

76,293

59,816

Class M3, 0.6994% 1/25/36 (h)(n)

111,419

83,999

Class M4, 0.8094% 1/25/36 (h)(n)

61,621

45,484

Class M5, 0.8494% 1/25/36 (h)(n)

61,621

45,238

Class M6, 0.8994% 1/25/36 (h)(n)

65,448

46,847

Series 2006-3A Class M4, 0.6294% 10/25/36 (h)(n)

32,221

3,308

Series 2007-1 Class A2, 0.4694% 3/25/37 (h)(n)

527,262

441,664

Series 2007-2A:

Class A1, 0.4694% 7/25/37 (h)(n)

541,279

461,786

Class A2, 0.5194% 7/25/37 (h)(n)

505,752

416,077

Class M1, 0.5694% 7/25/37 (h)(n)

177,592

135,918

Class M2, 0.6094% 7/25/37 (h)(n)

97,043

68,317

Class M3, 0.6894% 7/25/37 (h)(n)

74,751

43,833

Series 2007-3:

Class A2, 0.4894% 7/25/37 (h)(n)

483,895

394,167

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M1, 0.5094% 7/25/37 (h)(n)

$ 105,098

$ 81,257

Class M2, 0.5394% 7/25/37 (h)(n)

112,645

80,894

Class M3, 0.5694% 7/25/37 (h)(n)

177,501

78,035

Class M4, 0.6994% 7/25/37 (h)(n)

278,704

81,819

Class M5, 0.7994% 7/25/37 (h)(n)

133,533

26,213

Series 2007-4A Class M1, 1.1494% 9/25/37 (h)(n)

190,162

36,301

Series 2006-3A, Class IO, 0% 10/25/36 (h)(n)(o)

5,108,763

1

Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(n)(o)

4,852,783

15,441

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.43% 3/11/39 (n)

450,000

454,935

Bear Stearns Commercial Mortgage Securities Trust:

sequential payer:

Series 2006-PW14 Class AM, 5.243% 12/11/38

600,000

624,806

Series 2006-T22 Class AJ, 5.5924% 4/12/38 (n)

400,000

408,402

Series 2007-PW16 Class A4, 5.7053% 6/11/40 (n)

1,112,000

1,175,544

Series 1999-C1 Class I, 5.64% 2/14/31 (h)

107,279

106,292

Series 2006-T22:

Class A4, 5.5924% 4/12/38 (n)

166,540

167,970

Class B, 5.5924% 4/12/38 (h)(n)

200,000

207,422

Series 2007-PW18 Class X2, 0.3003% 6/11/50 (h)(n)(o)

87,557,706

91,760

Series 2007-T28 Class X2, 0.1359% 9/11/42 (h)(n)(o)

54,532,420

5,999

Beckman Coulter, Inc. sequential payer Series 2000-A Class A, 7.4975% 12/15/18 (h)

724,139

773,609

BLCP Hotel Trust:

floater Series 2014-CLRN Class F, 3.2316% 8/15/29 (h)(n)

832,000

804,016

Series 2014-CLMZ Class M, 5.9255% 8/15/29 (h)(n)

1,665,702

1,654,329

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.9476% 8/15/26 (h)(n)

700,000

699,389

BWAY Mortgage Trust Series 2015-1740 Class E, 3.8241% 1/13/35 (h)(n)

1,000,000

964,051

C-BASS Trust floater Series 2006-SC1 Class A, 0.4694% 5/25/36 (h)(n)

304,743

289,950

Carefree Portfolio Trust floater:

Series 2014-CARE:

Class E, 4.198% 11/15/19 (h)(n)

1,574,000

1,582,622

Class F, 2.7817% 11/15/19 (h)(n)

119,000

116,162

Series 2014-CMZA Class MZA, 6.1745% 11/15/19 (h)(n)

1,537,000

1,534,947

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Carefree Portfolio Trust 2014-Car floater Series 2014-CMZB Class MZB, 7.9199% 11/15/29 (h)(n)

$ 1,158,000

$ 1,155,600

CDGJ Commercial Mortgage Trust Series 2014-BXCH:

Class A, 1.5873% 12/15/27 (h)(n)

19,500,000

19,469,619

Class DPA, 3.1976% 12/15/27 (h)(n)

6,164,000

6,151,968

CFCRE Commercial Mortgage Trust Series 2011-C2 Class B, 5.5743% 12/15/47 (h)(n)

750,000

849,273

CG-CCRE Commercial Mortgage Trust:

Series 2014-FL1:

Class YTC2, 2.6745% 6/15/31 (h)(n)

511,000

492,718

Class YTC3, 2.6745% 6/15/31 (h)(n)

184,000

174,962

Series 2014-FL1, 2.6745% 6/15/31 (h)(n)

511,000

498,730

CGBAM Commercial Mortgage Trust Series 2015-SMRT Class F, 3.7859% 4/10/28 (h)(n)

902,000

857,869

Chase Commercial Mortgage Securities Corp.:

Series 1998-1 Class H, 6.34% 5/18/30 (h)

800,000

839,749

Series 1998-2 Class J, 6.39% 11/18/30 (h)

487,111

438,161

Citigroup Commercial Mortgage Trust:

Series 2013-GC15 Class D, 5.1051% 9/10/46 (h)(n)

1,010,000

982,380

Series 2015-SHP2 Class E, 4.535% 7/15/27 (h)(n)

1,239,000

1,236,100

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer:

Series 2006-CD3 Class A5, 5.617% 10/15/48

8,179,818

8,409,163

Series 2007-CD4:

Class A3, 5.293% 12/11/49

172,969

173,873

Class A4, 5.322% 12/11/49

31,258,000

32,322,272

Series 2005-CD1 Class AJ, 5.2018% 7/15/44 (n)

500,000

499,462

Claregold Trust Series 2007-2A:

Class F, 5.01% 5/15/44 (h)(n)

CAD

138,000

104,063

Class G, 5.01% 5/15/44 (h)(n)

CAD

30,000

22,212

Class H, 5.01% 5/15/44 (h)(n)

CAD

20,000

14,457

Class J, 5.01% 5/15/44 (h)(n)

CAD

20,000

13,890

Class K, 5.01% 5/15/44 (h)(n)

CAD

10,000

6,808

Class L, 5.01% 5/15/44 (h)(n)

CAD

36,000

23,563

Class M, 5.01% 5/15/44 (h)(n)

CAD

165,000

101,880

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (n)

2,125,000

2,064,238

COMM Mortgage Trust:

floater Series 2014-PAT Class E, 3.336% 8/13/27 (h)(n)

735,000

727,228

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

1,410,000

1,123,606

Series 2012-CR5 Class D, 4.3356% 12/10/45 (h)(n)

740,000

743,849

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2013-CR10:

Class C, 4.7925% 8/10/46 (h)(n)

$ 270,000

$ 278,724

Class D, 4.7925% 8/10/46 (h)(n)

790,000

743,386

Series 2013-CR12 Class D, 5.0847% 10/10/46 (h)(n)

1,680,000

1,655,826

Series 2013-CR9:

Class C, 4.2581% 7/10/45 (h)(n)

525,000

526,183

Class D, 4.2581% 7/10/45 (h)(n)

756,000

709,490

Series 2013-LC6 Class D, 4.2865% 1/10/46 (h)(n)

1,109,000

1,044,351

Series 2014-CR15 Class D, 4.7657% 2/10/47 (h)(n)

258,000

249,179

Series 2014-CR17 Class D, 4.7994% 5/10/47 (h)(n)

567,000

535,956

Series 2014-UBS2 Class D, 5.0154% 3/10/47 (h)(n)

844,000

797,880

Series 2015-3BP Class F, 3.2384% 2/10/35 (h)(n)

1,000,000

876,537

Series 2015-CR23 Class CME, 3.6845% 5/10/48 (h)(n)

483,000

443,848

COMM Mortgage Trust pass-thru certificates:

floater Series 2005-F10A Class J, 1.0476% 4/15/17 (h)(n)

126,140

126,169

sequential payer Series 2006-C7 Class A1A, 5.7386% 6/10/46 (n)

2,335,546

2,396,691

Series 2005-LP5 Class F, 4.9795% 5/10/43 (h)(n)

1,290,000

1,302,585

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

1,275,189

1,227,269

Commercial Mortgage Asset Trust Series 1999-C2 Class H, 6% 11/17/32

623,315

660,148

Commercial Mortgage Trust pass-thru certificates:

Series 2012-CR1:

Class C, 5.3592% 5/15/45 (n)

850,000

921,955

Class D, 5.3592% 5/15/45 (h)(n)

1,510,000

1,546,614

Series 2012-CR2:

Class E, 4.8572% 8/15/45 (h)(n)

1,727,000

1,696,629

Class F, 4.25% 8/15/45 (h)

1,418,000

1,286,981

Series 2012-LC4:

Class C, 5.6452% 12/10/44 (n)

260,000

287,285

Class D, 5.6452% 12/10/44 (h)(n)

1,143,000

1,203,828

Series 2014-CR2 Class G, 4.25% 8/15/45 (h)

403,000

317,407

Core Industrial Trust:

Series 2015-CALW Class G, 3.8504% 2/10/34 (h)(n)

544,000

497,418

Series 2015-WEST Class F, 4.2268% 2/10/37 (h)(n)

731,000

645,605

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2007-C2 Class A2, 5.448% 1/15/49 (n)

27,691

27,691

Series 2007-C3 Class A4, 5.6993% 6/15/39 (n)

16,762,633

17,570,408

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Credit Suisse Commercial Mortgage Trust: - continued

Series 2007-C5 Class A4, 5.695% 9/15/40 (n)

$ 1,722,000

$ 1,818,079

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1:

Class F, 6% 5/17/40 (h)

1,212,440

1,289,831

Class H, 6% 5/17/40 (h)

90,315

75,213

Series 1998-C2:

Class F, 6.75% 11/15/30 (h)

499,779

512,111

Class G, 6.75% 11/15/30 (h)

180,000

190,863

Series 2001-CKN5 Class AX, 0% 9/15/34 (h)(n)(o)

2,730

0

Series 2002-CKP1 Class KZ, 6.294% 12/15/35 (h)(n)

140,650

141,253

CSMC Series 2015-TOWN:

Class B, 2.0976% 3/15/17 (h)(n)

3,043,000

3,022,405

Class C, 2.4476% 3/15/17 (h)(n)

2,964,000

2,944,035

Class D, 3.3976% 3/15/17 (h)(n)

4,485,000

4,447,873

Class E, 4.336% 3/15/17 (h)(n)

20,318,000

20,139,263

CSMC Trust floater Series 2015-DEAL:

Class E, 4.198% 4/15/29 (h)(n)

724,000

716,966

Class F, 4.948% 4/15/29 (h)(n)

1,453,000

1,439,041

DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (h)(n)

967,000

905,463

DBUBS Mortgage Trust Series 2011-LC1A:

Class D, 5.5569% 11/10/46 (h)(n)

500,000

547,023

Class E, 5.5569% 11/10/46 (h)(n)

1,332,000

1,437,385

Class F, 5.5569% 11/10/46 (h)(n)

1,560,000

1,554,691

Class G, 4.652% 11/10/46 (h)

1,654,000

1,433,581

Class XB, 0.2464% 11/10/46 (h)(n)(o)

20,920,000

308,967

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

1,000,000

1,002,424

First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust sequential payer Series 1998-C2 Class G, 7% 11/18/35 (h)(n)

23,852

23,797

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (n)

416,659

415,720

pass-thru certificates:

Series K011 Class X3, 2.5753% 12/25/43 (n)(o)

1,640,000

201,549

Series K012 Class X3, 2.287% 1/25/41 (n)(o)

1,799,999

199,348

Series K013 Class X3, 2.8069% 1/25/43 (n)(o)

820,000

110,965

sequential payer:

Series K033 Class A2, 3.06% 7/25/23

23,417,768

24,087,149

Series K034 Class A2, 3.531% 7/25/23

20,251,185

21,448,172

Series K035 Class A2, 3.458% 8/25/23

2,961,000

3,118,602

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac: - continued

Series K032 Class A2, 3.31% 5/25/23

$ 4,715,000

$ 4,936,150

Series K036 Class A2, 3.527% 10/25/23

7,763,000

8,205,755

Series K047 Class A2, 3.329% 5/25/25

17,400,000

18,047,141

Series KAIV Class X2, 3.6147% 6/25/46 (n)(o)

420,000

74,622

Freddie Mac Multi-family Strutured Pass-thru Certificates sequential payer Series K038 Class A2, 3.389% 3/25/24

4,722,000

4,934,721

FREMF Mortgage Trust:

Series 2010-K9 Class B, 5.1937% 9/25/45 (h)(n)

1,290,000

1,416,967

Series 2011-K10 Class B, 4.6215% 11/25/49 (h)(n)

240,000

257,267

Series 2011-K11 Class B, 4.4209% 12/25/48 (h)(n)

750,000

797,774

GAHR Commercial Mortgage Trust Series 2015-NRF:

Class BFX, 3.3822% 12/15/19 (h)(n)

18,910,000

18,965,749

Class CFX, 3.4949% 12/15/19 (h)(n)

14,152,000

13,945,292

Class DFX, 3.3822% 12/15/19 (h)(n)

11,994,000

11,679,349

Class EFX, 3.3822% 12/15/19 (h)(n)

1,500,000

1,402,278

Class FFX, 3.3822% 12/15/19 (h)(n)

383,000

351,176

GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (n)

60,372

60,356

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

42,220,000

43,752,544

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C1 Class H, 6.6% 7/15/29

405,110

362,225

Series 1997-C2 Class G, 6.75% 4/15/29 (n)

215,232

227,426

Series 1999-C2I Class K, 6.481% 9/15/33

835,000

756,193

Series 1999-C3 Class K, 6.974% 8/15/36 (h)

2,645

2,620

GP Portfolio Trust Series 2014-GPP:

Class D, 2.938% 2/15/27 (h)(n)

291,000

289,847

Class E, 4.0373% 2/15/27 (h)(n)

378,000

376,173

Greenwich Capital Commercial Funding Corp.:

sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

15,541,635

16,217,401

Series 2006-GG7 Class A4, 5.8187% 7/10/38 (n)

45,337,123

46,013,144

GS Mortgage Securities Corp. II:

Series 2006-GG6 Class A4, 5.553% 4/10/38 (n)

6,458,463

6,466,058

Series 2010-C1:

Class D, 6.0843% 8/10/43 (h)(n)

1,255,000

1,358,143

Class E, 4% 8/10/43 (h)

1,240,000

1,142,381

Class F, 4% 8/10/43 (h)

894,000

756,302

Class X, 1.4847% 8/10/43 (h)(n)(o)

5,136,803

298,474

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

GS Mortgage Securities Trust:

floater Series 2014-GSFL Class A, 1.1873% 7/15/31 (h)(n)

$ 614,960

$ 613,139

sequential payer Series 2006-GG8 Class A4, 5.56% 11/10/39

17,702,100

18,239,553

Series 2010-C2:

Class D, 5.2456% 12/10/43 (h)(n)

720,000

761,053

Class XA, 0.6486% 12/10/43 (h)(n)(o)

3,860,847

27,926

Series 2011-GC5:

Class C, 5.3081% 8/10/44 (h)(n)

1,050,000

1,137,595

Class D, 5.3081% 8/10/44 (h)(n)

480,000

494,415

Class E, 5.3081% 8/10/44 (h)(n)

210,000

205,187

Class F, 4.5% 8/10/44 (h)

1,020,000

842,850

Series 2012-GC6:

Class D, 5.6315% 1/10/45 (h)(n)

861,000

885,730

Class E, 5% 1/10/45 (h)(n)

412,000

380,231

Series 2012-GC6I Class F, 5% 1/10/45 (n)

390,000

322,150

Series 2012-GCJ7:

Class C, 5.7229% 5/10/45 (n)

630,000

690,673

Class D, 5.7229% 5/10/45 (h)(n)

1,054,000

1,080,186

Class E, 5% 5/10/45 (h)

1,311,000

1,199,529

Class F, 5% 5/10/45 (h)

2,079,000

1,682,309

Series 2012-GCJ9:

Class D, 4.8533% 11/10/45 (h)(n)

1,170,000

1,133,200

Class E, 4.8533% 11/10/45 (h)(n)

1,290,000

1,142,338

Series 2013-GC10 Class D, 4.4138% 2/10/46 (h)(n)

740,000

695,187

Series 2013-GC12 Class D, 4.4768% 6/10/46 (h)(n)

219,000

205,177

Series 2013-GC13 Class D, 4.0697% 7/10/46 (h)(n)

1,543,000

1,393,132

Series 2013-GC16:

Class C, 5.3156% 11/10/46 (n)

662,844

711,006

Class D, 5.3156% 11/10/46 (h)(n)

967,000

939,589

Class F, 3.5% 11/10/46 (h)

999,000

758,793

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.438% 7/15/29 (h)(n)

617,000

619,841

Series 2013-HLT:

Class CFX, 3.7141% 11/5/30 (h)

2,450,000

2,444,632

Class DFX, 4.4065% 11/5/30 (h)

23,706,000

23,758,945

Class EFX, 4.4533% 11/5/30 (h)(n)

2,000,000

2,005,760

Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class F, 3.6756% 11/15/29 (h)(n)

406,000

392,842

JPMBB Commercial Mortgage Securities Trust:

Series 2014-C22 Class D, 4.5612% 9/15/47 (h)(n)

525,000

457,731

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMBB Commercial Mortgage Securities Trust: - continued

Series 2015-C31 Class ASB, 3.5373% 8/15/48

$ 30,200,000

$ 31,145,275

JPMorgan Chase Commercial Mortgage Securities Corp.:

floater Series 2011-CCHP Class E, 5.15% 7/15/28 (h)(n)

500,000

501,940

sequential payer Series 2010-CNTR Class A2, 4.311% 8/5/32 (h)

440,000

473,471

Series 2003-C1:

Class D, 5.192% 1/12/37

12,581

12,563

Class F, 5.6404% 1/12/37 (h)(n)

250,000

246,250

Series 2009-IWST:

Class C, 7.4453% 12/5/27 (h)(n)

380,000

447,928

Class D, 7.4453% 12/5/27 (h)(n)

1,885,000

2,217,094

Series 2010-CNTR Class D, 6.1838% 8/5/32 (h)(n)

695,000

793,396

Series 2012-CBX:

Class C, 5.2386% 6/15/45 (n)

250,000

263,891

Class D, 5.2386% 6/16/45 (h)(n)

690,000

706,106

Class E, 5.2386% 6/15/45 (h)(n)

620,000

607,380

Class F, 4% 6/15/45 (h)

820,000

732,380

Class G 4% 6/15/45 (h)

1,079,000

770,533

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2006-FL2A:

Class E, 0.4776% 11/15/18 (h)(n)

137,659

134,947

Class F, 0.5276% 11/15/18 (h)(n)

380,931

366,233

Class G, 0.5576% 11/15/18 (h)(n)

330,997

316,800

Class H, 0.6976% 11/15/18 (h)(n)

254,476

243,031

Class J, 0.8476% 11/15/18 (h)(n)

257,928

245,844

Series 2014-BXH:

Class A, 1.0976% 4/15/27 (h)(n)

3,000,000

2,993,256

Class C, 1.8476% 4/15/27 (h)(n)

4,460,000

4,451,731

Class D, 2.4476% 4/15/27 (h)(n)

9,517,000

9,485,956

Series 2014-FBLU Class E, 3.6873% 12/15/28 (h)(n)

1,058,000

1,052,710

Series 2014-INN:

Class E, 3.798% 6/15/29 (h)(n)

683,000

680,107

Class F, 4.198% 6/15/29 (h)(n)

1,006,000

989,645

sequential payer:

Series 2006-CB16:

Class A1A, 5.546% 5/12/45

15,065,112

15,490,098

Class A4, 5.552% 5/12/45

5,665,501

5,761,508

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

$ 7,203,918

$ 7,424,314

Series 2006-LDP8 Class A1A, 5.397% 5/15/45

5,645,570

5,811,132

Series 2006-LDP9 Class A3, 5.336% 5/15/47

9,000,176

9,320,420

Series 2007-CB18 Class A4, 5.44% 6/12/47

2,362,745

2,458,961

Series 2007-CB19 Class A4, 5.695% 2/12/49 (n)

12,396,984

13,058,979

Series 2007-LD11 Class A4, 5.7743% 6/15/49 (n)

29,428,107

30,984,324

Series 2007-LDPX Class A3, 5.42% 1/15/49

23,975,987

25,007,266

Series 2004-CBX Class D, 5.097% 1/12/37 (n)

170,000

169,307

Series 2004-LN2 Class D, 5.3433% 7/15/41 (n)

420,000

357,085

Series 2005-LDP2 Class C, 4.911% 7/15/42 (n)

660,000

661,664

Series 2005-LDP5 Class AJ, 5.3599% 12/15/44 (n)

360,000

363,020

Series 2006-LDP7 Class A4, 5.9047% 4/15/45 (n)

11,598,929

11,794,266

Series 2007-LDP10 Class CS, 5.466% 1/15/49 (n)

110,240

345

Series 2011-C3 Class J, 4.409% 2/15/46 (h)(n)

106,000

89,241

Series 2011-C4:

Class E, 5.4158% 7/15/46 (h)(n)

1,130,000

1,168,293

Class F, 3.873% 7/15/46 (h)

105,000

96,463

Class H, 3.873% 7/15/46 (h)

672,000

549,678

Class NR, 3.873% 7/15/46 (h)

385,000

254,142

Class TAC2, 7.99% 7/15/46 (h)

671,000

709,877

Series 2011-C5:

Class B. 5.3229% 8/15/46 (h)(n)

1,140,000

1,260,607

Class C, 5.3229% 8/15/46 (h)(n)

1,102,648

1,189,079

Series 2013-LC11:

Class C, 3.9582% 4/15/46 (n)

1,115,000

1,082,208

Class D, 4.2392% 4/15/46 (n)

1,430,000

1,313,642

Class F, 3.25% 4/15/46 (h)(n)

1,682,000

1,208,863

Series 2014-DSTY:

Class D, 3.8046% 6/10/27 (h)(n)

816,000

795,902

Class E, 3.8046% 6/10/27 (h)(n)

1,156,000

1,084,292

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 6.0965% 7/15/44 (n)

21,263,403

22,500,996

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C7 Class AJ, 5.323% 11/15/40 (n)

1,254,286

1,256,377

Series 2006-C6:

Class A4, 5.372% 9/15/39

855,696

879,626

Class AM, 5.413% 9/15/39

1,500,000

1,554,450

Series 2006-C7:

Class A2, 5.3% 11/15/38

595,713

599,313

Class AM, 5.378% 11/15/38

160,000

165,488

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A4, 5.424% 2/15/40

$ 16,273,684

$ 16,935,469

Series 2007-C2 Class A3, 5.43% 2/15/40

3,230,362

3,377,085

Series 2004-C2 Class G, 4.595% 3/15/36 (h)(n)

186,455

186,521

Series 2005-C1 Class E, 4.924% 2/15/40

317,127

317,153

Series 2005-C7 Class C, 5.35% 11/15/40 (n)

1,016,000

1,021,050

Series 2006-C1 Class AM, 5.217% 2/15/31 (n)

6,847,000

6,904,871

Series 2006-C4:

Class AJ, 5.8521% 6/15/38 (n)

1,060,000

1,083,970

Class AM, 5.8521% 6/15/38 (n)

500,000

514,576

Series 2007-C6 Class A4, 5.858% 7/15/40 (n)

1,870,177

1,949,738

Series 2007-C7 Class A3, 5.866% 9/15/45

12,747,748

13,733,506

LSTAR Commercial Mortgage Trust:

Series 2011-1 Class D, 5.4769% 6/25/43 (h)(n)

67,004

66,951

Series 2014-2:

Class D, 5.0498% 1/20/41 (h)(n)

256,000

241,516

Class E, 5.0498% 1/20/41 (h)(n)

400,000

336,046

Mach One Trust LLC Series 2004-1A Class H, 6.0869% 5/28/40 (h)(n)

115,481

115,562

Merrill Lynch Financial Asset, Inc. Series 2006-CA20 Class E, 5.3906% 10/12/39 (h)(n)

CAD

320,000

244,593

Merrill Lynch Mortgage Investors Trust Series 1997-C2 Class F, 6.25% 12/10/29 (n)

183,308

183,218

Merrill Lynch Mortgage Trust:

Series 05-LC1 Class AJ, 5.3621% 1/12/44 (n)

220,000

221,689

Series 2005-LC1 Class F, 5.4161% 1/12/44 (h)(n)

1,655,000

1,633,424

Series 2006-C1:

Class AJ, 5.6761% 5/12/39 (n)

530,000

533,216

Class AM, 5.6761% 5/12/39 (n)

100,000

102,190

Series 2007-C1 Class A4, 5.8347% 6/12/50 (n)

9,429,517

9,840,823

Series 2008-C1 Class A4, 5.69% 2/12/51

2,936,477

3,128,152

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2006-4:

Class A3, 5.172% 12/12/49 (n)

778,304

803,053

Class ASB, 5.133% 12/12/49 (n)

111,340

111,588

Series 2007-5 Class A4, 5.378% 8/12/48

17,767,087

18,475,265

Series 2007-6 Class A4, 5.485% 3/12/51 (n)

14,650,000

15,351,457

Series 2007-7 Class A4, 5.7429% 6/12/50 (n)

6,223,318

6,587,805

Series 2006-1 Class AM, 5.5154% 2/12/39 (n)

5,120,000

5,182,131

Series 2007-6 Class B, 5.635% 3/12/51 (n)

1,902,000

594,617

Series 2007-8 Class A3, 5.8811% 8/12/49 (n)

1,640,000

1,745,567

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley BAML Trust:

sequential payer Series 2014-C18 Class 300E, 4.6896% 8/15/31 (h)

$ 750,000

$ 675,225

Series 2012-C6 Class D, 4.8133% 11/15/45 (h)(n)

1,357,000

1,382,240

Series 2013-C12 Class D, 4.767% 10/15/46 (h)(n)

1,000,000

971,250

Series 2013-C13:

Class D, 4.8945% 11/15/46 (h)(n)

1,019,000

992,175

Class E, 4.8945% 11/15/46 (h)(n)

887,000

797,878

Series 2013-C7:

Class D, 4.2973% 2/15/46 (h)(n)

810,000

777,148

Class E, 4.2973% 2/15/46 (h)(n)

340,000

305,162

Series 2013-C8 Class D, 4.17% 12/15/48 (h)(n)

400,000

372,432

Series 2013-C9:

Class C, 4.2082% 5/15/46 (n)

620,000

609,774

Class D, 4.1578% 5/15/46 (h)(n)

1,740,000

1,621,161

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.398% 7/15/19 (h)(n)

357,716

357,966

Class J, 0.6155% 7/15/19 (h)(n)

335,939

335,105

Series 2007-XLFA:

Class D, 0.374% 10/15/20 (h)(n)

633,568

631,626

Class E, 0.4355% 10/15/20 (h)(n)

834,661

829,265

Class F, 0.4855% 10/15/20 (h)(n)

500,899

497,723

Class G, 0.5255% 10/15/20 (h)(n)

619,188

614,482

Class H, 0.6155% 10/15/20 (h)(n)

389,758

379,000

Class J, 0.7655% 10/15/20 (h)(n)

225,021

207,559

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

620,000

643,794

Series 2007-HQ11 Class A31, 5.439% 2/12/44

104,322

104,222

Series 2012-C4 Class E, 5.5247% 3/15/45 (h)(n)

1,210,000

1,248,725

Series 1997-RR Class F, 7.4369% 4/30/39 (h)(n)

63,561

63,796

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

207,862

208,710

Series 1999-WF1:

Class N, 5.91% 11/15/31 (h)

210,000

209,561

Class O, 5.91% 11/15/31 (h)

166,077

137,242

Series 2004-IQ7 Class E, 5.1708% 6/15/38 (h)(n)

74,602

76,329

Series 2006-IQ11 Class A4, 5.7068% 10/15/42 (n)

334,934

335,997

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

719,000

750,874

Series 2007-IQ14 Class A4, 5.692% 4/15/49

89,155,000

93,458,423

Series 2011-C1:

Class C, 5.3313% 9/15/47 (h)(n)

970,000

1,062,944

Class D, 5.3313% 9/15/47 (h)(n)

1,760,000

1,896,872

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley Capital I Trust: - continued

Series 2011-C1:

Class E, 5.3313% 9/15/47 (h)(n)

$ 573,100

$ 588,828

Series 2011-C2:

Class D, 5.3029% 6/15/44 (h)(n)

580,000

619,591

Class E, 5.3029% 6/15/44 (h)(n)

600,000

629,740

Class F, 5.3029% 6/15/44 (h)(n)

550,000

536,782

Class XB, 0.4584% 6/15/44 (h)(n)(o)

9,001,008

234,854

Series 2011-C3:

Class C, 5.1784% 7/15/49 (h)(n)

1,000,000

1,078,789

Class D, 5.1784% 7/15/49 (h)(n)

1,130,000

1,200,615

Class E, 5.1784% 7/15/49 (h)(n)

400,000

420,752

Class G, 5.1784% 7/15/49 (h)(n)

924,000

822,421

Series 2012-C4:

Class D, 5.7088% 3/15/45 (h)(n)

330,000

352,966

Class F, 3.07% 3/15/45 (h)

623,000

522,362

Series 2015-MS1:

Class C, 4.1633% 5/15/48 (n)

734,000

665,939

Class D, 4.163% 5/15/48 (h)

437,000

355,947

Morgan Stanley Dean Witter Capital I Trust Series 2001-TOP3 Class E, 7.5079% 7/15/33 (h)(n)

150,000

167,549

Motel 6 Trust Series 2015-MTL6:

Class E, 5.2785% 2/5/30 (h)

1,571,000

1,534,715

Class F, 5% 2/5/30 (h)

499,000

481,653

NationsLink Funding Corp. Series 1999-LTL1:

Class C, 7.399% 1/22/26 (h)

273,000

282,582

Class D, 6.45% 1/22/26 (h)

740,731

798,495

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

1,005,147

1,275,229

Real Estate Asset Liquidity Trust:

Series 2006-2:

Class F, 4.456% 9/12/38

CAD

107,000

82,528

Class G, 4.456% 9/12/38

CAD

54,000

41,175

Class H, 4.456% 9/12/38

CAD

36,000

26,730

Class J, 4.456% 9/12/38

CAD

36,000

25,958

Class K, 4.456% 9/12/38

CAD

18,000

12,583

Class L, 4.456% 9/12/38

CAD

26,000

17,137

Class M, 4.456% 9/12/38

CAD

104,391

63,371

Series 2007-1:

Class F, 4.57% 4/12/23

CAD

126,000

97,360

Class G, 4.57% 4/12/23

CAD

42,000

32,206

Class H, 4.57% 4/12/23

CAD

42,000

31,962

Class J, 4.57% 4/12/23

CAD

42,000

31,720

Class K, 4.57% 4/12/23

CAD

21,000

15,740

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Real Estate Asset Liquidity Trust: - continued

Series 2007-1:

Class L, 4.57% 4/12/23

CAD

63,000

$ 46,865

Class M, 4.57% 4/12/23

CAD

155,242

100,926

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)

247,956

78,414

SCG Trust Series 2013-SRP1 Class D, 3.531% 11/15/26 (h)(n)

1,330,000

1,329,557

Starwood Retail Property Trust Series 2014-STAR Class D, 3.4476% 11/15/27 (h)(n)

794,000

789,385

TIAA Seasoned Commercial Mortgage Trust:

sequential payer Series 2007-C4 Class AJ, 5.4769% 8/15/39 (n)

118,718

119,103

Series 2007-C4 Class F, 5.4769% 8/15/39 (n)

820,000

781,449

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

270,000

276,460

UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5422% 5/10/45 (h)(n)

1,197,000

1,253,996

UBS-BAMLL Trust:

Series 12-WRM Class D, 4.238% 6/10/30 (h)(n)

310,000

300,234

Series 2012-WRM Class E, 4.238% 6/10/30 (h)(n)

970,000

912,401

VNO Mortgage Trust Series 2012-6AVE Class D, 3.3372% 11/15/30 (h)(n)

1,299,000

1,246,776

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

180,000

206,013

Wachovia Bank Commercial Mortgage Trust:

floater Series 2006-WL7A Class J, 0.7976% 9/15/21 (h)(n)

395,545

375,604

sequential payer:

Series 2006-C29 Class A1A, 5.297% 11/15/48

8,076,675

8,413,812

Series 2007-C30 Class A5, 5.342% 12/15/43

24,454,000

25,445,282

Series 2007-C31 Class A4, 5.509% 4/15/47

52,563,000

53,619,674

Series 2007-C32 Class A3, 5.7146% 6/15/49 (n)

40,608,000

42,723,380

Series 2007-C33:

Class A4, 5.9507% 2/15/51 (n)

31,834,336

33,267,677

Class A5, 5.9507% 2/15/51 (n)

19,259,000

20,679,736

Series 2004-C11:

Class D, 5.1404% 1/15/41 (n)

360,000

365,255

Class E, 5.1904% 1/15/41 (n)

327,000

331,357

Series 2005-C22 Class B, 5.3736% 12/15/44 (n)

4,218,000

4,196,594

Series 2006-C23 Class A5, 5.416% 1/15/45 (n)

7,870,000

7,923,673

Series 2006-C27 Class A1A, 5.749% 7/15/45 (n)

21,703,452

22,312,712

Series 2007-C31 Class C, 5.6711% 4/15/47 (n)

522,000

506,986

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Wells Fargo Commercial Mortgage Trust:

Series 2010-C1 Class XB, 0.5751% 11/15/43 (h)(n)(o)

$ 20,614,217

$ 558,006

Series 2012-LC5:

Class C, 4.693% 10/15/45 (n)

569,000

587,615

Class D, 4.7772% 10/15/45 (h)(n)

1,621,000

1,605,471

Series 2013-LC12 Class C, 4.3013% 7/15/46 (n)

600,000

597,456

Series 2015-SG1 Class ASB, 3.381% 12/15/47

9,000,000

9,280,949

WF-RBS Commercial Mortgage Trust:

sequential payer Series 2011-C4I Class G, 5% 6/15/44 (h)

325,000

270,050

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

360,000

386,167

Class D, 5.549% 3/15/44 (h)(n)

800,000

854,287

Class E, 5% 3/15/44 (h)

890,000

856,920

Class F, 5% 3/15/44 (h)

693,000

570,839

Series 2011-C4:

Class D, 5.2658% 6/15/44 (h)(n)

408,000

436,609

Class E, 5.2658% 6/15/44 (h)(n)

439,432

458,950

Series 2011-C5:

Class C, 5.6346% 11/15/44 (h)(n)

260,000

285,216

Class D, 5.6346% 11/15/44 (h)(n)

600,000

656,164

Class E, 5.6346% 11/15/44 (h)(n)

1,410,000

1,503,088

Class F, 5.25% 11/15/44 (h)(n)

933,000

903,371

Class G, 5.25% 11/15/44 (h)(n)

329,000

290,030

Class XA, 1.9616% 11/15/44 (h)(n)(o)

4,923,294

389,255

Series 2012-C10:

Class D, 4.4569% 12/15/45 (h)(n)

422,000

404,640

Class E, 4.4569% 12/15/45 (h)(n)

1,190,000

1,040,947

Class F, 4.4569% 12/15/45 (h)(n)

1,726,000

1,359,158

Series 2012-C6 Class D, 5.5612% 4/15/45 (h)(n)

540,000

558,332

Series 2012-C7:

Class C, 4.8388% 6/15/45 (n)

1,270,000

1,330,428

Class E, 4.8388% 6/15/45 (h)(n)

2,501,000

2,482,220

Class F, 4.5% 6/15/45 (h)

357,000

328,195

Class G, 4.5% 6/15/45 (h)

1,076,000

822,541

Series 2012-C8 Class D, 4.8753% 8/15/45 (h)(n)

650,000

680,150

Series 2013-C11:

Class D, 4.1805% 3/15/45 (h)(n)

870,000

829,203

Class E, 4.1805% 3/15/45 (h)(n)

1,750,000

1,489,002

Series 2013-C13 Class D, 4.1386% 5/15/45 (h)(n)

600,000

563,078

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

WFCG Commercial Mortgage Trust floater Series 2015-BXRP:

Class F, 3.9179% 11/15/29 (h)(n)

$ 1,054,900

$ 1,043,394

Class G, 3.2176% 11/15/29 (h)(n)

164,703

152,834

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,348,981,101)


1,364,361,739

Municipal Securities - 1.5%

 

California Gen. Oblig.:

Series 2009, 7.35% 11/1/39

2,650,000

3,677,458

7.3% 10/1/39

18,415,000

25,490,780

7.5% 4/1/34

9,105,000

12,691,368

7.6% 11/1/40

12,540,000

18,395,177

7.625% 3/1/40

5,410,000

7,793,862

Chicago Gen. Oblig.:

(Taxable Proj.):

Series 2008 B, 5.63% 1/1/22

2,410,000

2,337,748

Series 2010 C1, 7.781% 1/1/35

13,950,000

14,170,829

Series 2012 B, 5.432% 1/1/42

3,285,000

2,647,119

6.314% 1/1/44

19,560,000

17,022,677

Illinois Gen. Oblig.:

Series 2003:

4.35% 6/1/18

8,770,000

9,013,806

4.95% 6/1/23

16,725,000

17,003,639

5.1% 6/1/33

63,045,000

58,497,564

Series 2010 5, 6.2% 7/1/21

6,680,000

7,318,742

Series 2010-1, 6.63% 2/1/35

11,945,000

12,294,272

Series 2010-3:

5.547% 4/1/19

330,000

354,661

6.725% 4/1/35

17,810,000

18,434,953

7.35% 7/1/35

8,165,000

8,753,125

Series 2011:

4.961% 3/1/16

1,035,000

1,052,347

5.365% 3/1/17

395,000

408,549

5.665% 3/1/18

13,360,000

14,287,718

5.877% 3/1/19

44,605,000

48,723,826

Municipal Securities - continued

 

Principal Amount (e)

Value

Illinois Gen. Oblig.: - continued

Series 2013:

2.69% 12/1/17

$ 3,365,000

$ 3,352,583

3.14% 12/1/18

3,490,000

3,487,662

TOTAL MUNICIPAL SECURITIES

(Cost $310,397,367)


307,210,465

Foreign Government and Government Agency Obligations - 1.1%

 

Arab Republic 5.875% 6/11/25 (h)

380,000

367,232

Argentine Republic:

7% 10/3/15

300,000

299,800

7% 4/17/17

21,130,000

20,081,130

8.28% 12/31/33

525,764

538,908

8.75% 6/2/17

1,645,000

1,657,319

Azerbaijan Republic 4.75% 3/18/24 (h)

760,000

725,800

Belarus Republic 8.95% 1/26/18

4,880,000

4,762,490

Brazilian Federative Republic:

4.25% 1/7/25

10,005,000

9,279,638

5.625% 1/7/41

14,565,000

12,962,850

7.125% 1/20/37

3,270,000

3,458,025

8.25% 1/20/34

3,535,000

4,144,788

Buenos Aires Province:

9.375% 9/14/18 (h)

1,210,000

1,188,825

9.95% 6/9/21

960,000

936,000

10.875% 1/26/21 (Reg. S)

3,645,000

3,590,325

City of Buenos Aires:

8.95% 2/19/21 (h)

1,860,000

1,920,450

9.95% 3/1/17 (h)

793,000

820,854

Colombian Republic:

5% 6/15/45

400,000

355,500

5.625% 2/26/44

550,000

534,188

6.125% 1/18/41

635,000

658,813

7.375% 9/18/37

745,000

877,238

10.375% 1/28/33

2,100,000

3,050,250

Congo Republic 4% 6/30/29 (f)

4,360,501

3,750,031

Costa Rican Republic:

4.25% 1/26/23 (h)

1,250,000

1,146,875

5.625% 4/30/43 (h)

490,000

396,900

7% 4/4/44 (h)

1,450,000

1,355,750

Croatia Republic:

5.5% 4/4/23 (h)

410,000

422,813

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Croatia Republic: - continued

6% 1/26/24 (h)

$ 600,000

$ 640,128

6.375% 3/24/21 (h)

760,000

820,002

6.625% 7/14/20 (h)

545,000

594,159

6.75% 11/5/19 (h)

350,000

382,604

Democratic Socialist Republic of Sri Lanka:

6% 1/14/19 (h)

325,000

329,875

6.25% 10/4/20 (h)

1,355,000

1,371,938

6.25% 7/27/21 (h)

360,000

360,900

Dominican Republic:

1.25% 8/30/24 (n)

2,950,000

2,854,125

5.5% 1/27/25 (h)

710,000

702,900

5.875% 4/18/24

585,000

593,775

6.85% 1/27/45 (h)

1,395,000

1,384,538

7.45% 4/30/44 (h)

2,240,000

2,374,400

7.5% 5/6/21 (h)

1,880,000

2,075,050

El Salvador Republic 7.625% 2/1/41 (h)

250,000

236,250

Georgia Republic 6.875% 4/12/21 (h)

720,000

752,400

Hungarian Republic:

5.375% 3/25/24

594,000

649,362

5.75% 11/22/23

910,000

1,014,650

7.625% 3/29/41

1,100,000

1,499,542

Indonesian Republic:

2.875% 7/8/21(Reg. S)

EUR

2,400,000

2,659,496

3.375% 4/15/23 (h)

555,000

513,375

4.875% 5/5/21 (h)

490,000

510,825

5.25% 1/17/42 (h)

715,000

663,163

5.375% 10/17/23

400,000

420,000

5.875% 3/13/20 (h)

385,000

423,019

5.875% 3/13/20 (Reg. S)

2,450,000

2,691,938

6.625% 2/17/37 (h)

950,000

1,021,250

6.75% 1/15/44 (h)

490,000

542,087

7.75% 1/17/38 (h)

2,270,000

2,752,375

8.5% 10/12/35 (Reg. S)

2,060,000

2,657,400

Islamic Republic of Pakistan:

7.125% 3/31/16 (h)

2,560,000

2,608,128

7.125% 3/31/16 (Reg. S)

100,000

101,880

7.25% 4/15/19 (h)

2,685,000

2,763,603

8.25% 4/15/24 (h)

1,000,000

1,052,500

Ivory Coast 5.75% 12/31/32

3,150,000

2,835,504

Jamaican Government 7.875% 7/28/45

335,000

331,650

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Kazakhstan Republic:

5.125% 7/21/25 (h)

$ 915,000

$ 893,269

6.5% 7/21/45 (h)

645,000

622,425

Lebanese Republic:

4% 12/31/17

2,486,250

2,461,388

5.45% 11/28/19

575,000

574,713

Moroccan Kingdom 4.25% 12/11/22 (h)

600,000

604,020

Panamanian Republic:

6.7% 1/26/36

460,000

560,050

8.875% 9/30/27

335,000

469,000

9.375% 4/1/29

415,000

606,419

Peruvian Republic 4% 3/7/27 (f)

1,360,000

1,360,000

Philippine Republic:

7.75% 1/14/31

665,000

962,588

9.5% 2/2/30

895,000

1,454,375

10.625% 3/16/25

260,000

414,050

Plurinational State of Bolivia:

5.95% 8/22/23 (h)

485,000

501,975

5.95% 8/22/23

55,000

56,925

Provincia de Cordoba 12.375% 8/17/17 (h)

1,990,000

2,014,875

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

1,100,000

1,068,595

Republic of Armenia:

6% 9/30/20 (h)

1,756,000

1,673,292

7.15% 3/26/25 (h)

720,000

688,464

Republic of Iceland 5.875% 5/11/22 (h)

560,000

635,085

Republic of Iraq 5.8% 1/15/28 (Reg. S)

4,000,000

3,055,728

Republic of Nigeria 5.125% 7/12/18 (h)

930,000

906,285

Republic of Serbia:

5.875% 12/3/18 (h)

1,430,000

1,505,504

6.75% 11/1/24 (h)

2,196,478

2,223,933

7.25% 9/28/21 (h)

1,450,000

1,638,245

Romanian Republic:

4.375% 8/22/23 (h)

706,000

735,864

6.125% 1/22/44 (h)

852,000

994,199

Russian Federation:

4.875% 9/16/23 (h)

1,135,000

1,085,491

5% 4/29/20 (h)

625,000

629,638

5.625% 4/4/42 (h)

400,000

362,521

5.875% 9/16/43 (h)

1,700,000

1,583,040

7.5% 3/31/30 (Reg. S)

535,625

627,120

12.75% 6/24/28 (Reg. S)

5,345,000

8,188,273

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

South African Republic:

5.875% 9/16/25

$ 1,235,000

$ 1,333,523

6.25% 3/8/41

500,000

550,190

Turkish Republic:

3.25% 3/23/23

245,000

223,163

4.875% 4/16/43

640,000

562,368

5.125% 3/25/22

315,000

324,986

5.625% 3/30/21

965,000

1,024,955

6.25% 9/26/22

680,000

743,936

6.75% 4/3/18

565,000

616,856

6.75% 5/30/40

975,000

1,082,601

6.875% 3/17/36

1,795,000

2,013,236

7% 3/11/19

685,000

761,446

7.25% 3/5/38

1,150,000

1,347,685

7.375% 2/5/25

1,170,000

1,372,995

7.5% 11/7/19

1,215,000

1,385,756

8% 2/14/34

570,000

712,728

11.875% 1/15/30

630,000

1,032,494

Ukraine Financing of Infrastructure Projects State Enterprise 8.375% 11/3/17 (h)

790,000

556,316

Ukraine Government:

7.8% 11/28/22 (h)

1,870,000

1,338,172

9.25% 7/24/17 (h)

1,595,000

1,139,628

United Kingdom, Great Britain and Northern Ireland:

1.75% 1/22/17

GBP

1,380,000

2,152,546

3.25% 1/22/44

GBP

1,600,000

2,789,279

4.5% 9/7/34

GBP

1,835,000

3,701,097

United Mexican States:

4.6% 1/23/46

695,000

634,188

4.75% 3/8/44

13,812,000

12,879,690

5.55% 1/21/45

650,000

679,250

6.05% 1/11/40

1,366,000

1,529,920

6.75% 9/27/34

650,000

791,375

United Republic of Tanzania 6.3971% 3/9/20 (n)

205,000

202,950

Uruguay Republic 7.875% 1/15/33 pay-in-kind

1,130,000

1,473,238

Venezuelan Republic:

5.75% 2/26/16 (Reg S.)

7,620,000

6,057,900

9% 5/7/23 (Reg. S)

695,000

254,023

9.25% 9/15/27

1,250,000

523,750

9.25% 5/7/28 (Reg. S)

480,000

175,920

11.75% 10/21/26 (Reg. S)

1,115,000

461,053

11.95% 8/5/31 (Reg. S)

3,855,000

1,595,970

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Venezuelan Republic: - continued

12.75% 8/23/22

$ 2,000,000

$ 932,000

Vietnamese Socialist Republic:

1.2139% 3/12/16 (n)

256,522

252,995

4% 3/12/28 (f)

5,357,917

5,163,692

4.8% 11/19/24 (h)

1,000,000

960,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $228,712,522)


224,958,802

Supranational Obligations - 0.0%

 

European Investment Bank 1.75% 9/15/45(Reg. S)
(Cost $83,082)

EUR

65,000


74,655

Common Stocks - 0.0%

Shares

 

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Tribune Media Co. Class A

21,200

846,728

MATERIALS - 0.0%

Chemicals - 0.0%

LyondellBasell Industries NV Class A

31,400

2,680,932

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

FairPoint Communications, Inc. (a)

19,400

317,384

Wireless Telecommunication Services - 0.0%

CUI Acquisition Corp. Class E,

1

134,408

TOTAL TELECOMMUNICATION SERVICES

451,792

TOTAL COMMON STOCKS

(Cost $5,726,831)


3,979,452

Preferred Stocks - 0.1%

Shares

Value

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Alexandria Real Estate Equities, Inc. Series D 7.00%

9,000

$ 246,094

FelCor Lodging Trust, Inc. Series A, 1.95%

18,000

458,100

 

704,194

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Real Estate Investment Trusts - 0.1%

Alexandria Real Estate Equities, Inc. Series E, 6.45%

15,000

391,500

Annaly Capital Management, Inc.:

Series C, 7.625%

27,600

680,340

Series D, 7.50%

5,942

145,520

Boston Properties, Inc. 5.25%

17,500

432,950

CBL & Associates Properties, Inc.:

Series D, 7.375%

7,720

195,702

Series E, 6.625%

25,000

624,750

Cedar Shopping Centers, Inc. Series B, 7.25%

10,000

251,800

Corporate Office Properties Trust Series L, 7.375%

12,221

317,868

CYS Investments, Inc. Series B, 7.50%

21,700

479,787

DDR Corp. Series K, 6.25%

17,823

445,575

Digital Realty Trust, Inc. Series E, 7.00%

10,000

258,000

Equity Lifestyle Properties, Inc. Series C, 6.75%

22,449

577,164

Essex Property Trust, Inc. Series H, 7.125%

9,354

241,801

First Potomac Realty Trust 7.75%

15,000

381,000

Hersha Hospitality Trust Series B, 8.00%

13,844

353,160

Hospitality Properties Trust Series D, 7.125%

10,000

263,000

LaSalle Hotel Properties Series H, 7.50%

10,000

258,400

MFA Financial, Inc. Series B, 7.50%

22,500

552,600

PS Business Parks, Inc.:

Series R, 6.875%

10,000

253,800

Series S, 6.45%

21,000

547,050

Public Storage:

Series P, 6.50%

12,000

305,880

Series R, 6.35%

10,500

272,580

Series S, 5.90%

20,000

508,800

Realty Income Corp. Series F, 6.625%

12,000

318,960

Regency Centers Corp. Series 6, 6.625%

5,510

143,536

Retail Properties America, Inc. 7.00%

24,109

614,780

Sabra Health Care REIT, Inc. Series A, 7.125%

18,495

464,964

Stag Industrial, Inc. Series A, 9.00%

20,000

551,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Sun Communities, Inc. Series A, 7.125%

34,260

$ 880,482

Taubman Centers, Inc. Series J, 6.50%

11,338

288,325

 

12,001,274

TOTAL PREFERRED STOCKS

(Cost $12,416,231)


12,705,468

Bank Loan Obligations - 5.3%

 

Principal Amount (e)

 

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (n)

$ 1,490,472

1,453,583

North American Lifting Holdings, Inc.:

Tranche 1LN, term loan 5.5% 11/27/20 (n)

4,635,496

4,380,544

Tranche 2LN, term loan 10% 11/27/21 (n)

1,594,000

1,442,570

Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (n)

1,041,398

1,034,025

 

8,310,722

Automobiles - 0.0%

Chrysler Group LLC term loan 3.25% 12/31/18 (n)

1,287,594

1,281,968

Distributors - 0.0%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (n)

1,284,463

1,277,399

Diversified Consumer Services - 0.2%

Bright Horizons Family Solutions Tranche B 2LN, term loan 4.2506% 1/30/20 (n)

1,497,475

1,497,475

Bright Horizons Family Solutions, Inc. Tranche B, term loan 3.7501% 1/30/20 (n)

1,087,423

1,085,477

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (n)

5,283,450

5,205,836

Creative Artists Agency LLC Tranche B, term loan 5.5% 12/17/21 (n)

3,932,240

3,956,817

KC Mergersub, Inc.:

Tranche 1LN, term loan 6% 8/13/22 (n)

2,500,000

2,450,000

Tranche L 2LN, term loan 10.25% 8/13/23 (n)

1,000,000

980,000

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (n)

15,849,926

14,552,292

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (n)

$ 5,965,779

$ 5,921,035

The ServiceMaster Co. Tranche B, term loan 4.25% 7/1/21 (n)

2,834,462

2,818,277

Wash Multifamily Acquisition, Inc.:

Tranche B 1LN, term loan 4.25% 5/14/22 (n)

915,000

905,850

Tranche B 2LN, term loan 8% 5/14/23 (n)

360,000

360,000

William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5.25% 5/6/21 (n)

745,236

741,510

 

40,474,569

Hotels, Restaurants & Leisure - 0.7%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (n)

3,524,276

3,387,710

American Casino & Entertainment Properties LLC Tranche B, term loan 5% 7/7/22 (n)

1,500,000

1,503,750

Aristocrat International (Pty) Ltd. Tranche B, term loan 4.75% 10/20/21 (n)

5,515,708

5,532,255

Belmond Interfin Ltd. Tranche B, term loan 4% 3/21/21 (n)

2,273,489

2,258,324

Burger King Worldwide, Inc. Tranche B, term loan 3.75% 12/12/21 (n)

2,856,793

2,852,508

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (n)

7,028,323

6,697,008

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (n)

17,116,415

14,834,284

CCM Merger, Inc. Tranche B, term loan 4.5% 8/8/21 (n)

2,451,144

2,448,840

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (n)

1,573,000

1,569,068

ClubCorp Club Operations, Inc. Tranche B, term loan 4.25% 7/24/20 (n)

3,764,000

3,757,714

Eldorado Resorts, Inc. Tranche B, term loan 4.25% 7/23/22 (n)

2,305,000

2,305,000

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (n)

903,000

915,037

Tranche B 1LN, term loan 5% 2/1/20 (n)

4,617,678

4,614,815

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (n)

1,285,062

1,293,903

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (n)

3,037,000

3,037,000

Tranche B 1LN, term loan 3.5% 6/27/20 (n)

5,140,410

5,099,698

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (n)

$ 5,193,455

$ 5,196,726

5.5% 11/21/19 (n)

2,225,348

2,226,750

Graton Economic Development Authority Tranche B, term loan 4.75% 8/5/22 (n)

5,100,000

5,100,000

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (n)

6,905,978

6,890,854

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 3.75% 4/14/21 (n)

5,574,271

5,557,994

Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (n)

3,682,168

3,685,445

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (n)

566,375

563,050

LTF Merger Sub, Inc. Tranche B, term loan 4.25% 6/10/22 (n)

3,020,000

2,994,511

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (n)

1,923,138

1,905,349

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (n)

5,332,010

5,278,690

NCL Corp. Ltd. Tranche B, term loan 4% 11/19/21 (n)

347,200

347,054

Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (n)

2,572,141

2,568,926

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (n)

2,397,797

2,382,811

Red Lobster Hospitality LLC Tranche B, term loan 6.25% 7/28/21 (n)

3,398,622

3,415,615

Scientific Games Corp.:

Tranche B 2LN, term loan 6% 10/1/21 (n)

14,058,355

13,886,984

Tranche B, term loan 6% 10/18/20 (n)

511,404

505,364

SMG Tranche B 1LN, term loan 4.5% 2/27/20 (n)

1,621,768

1,611,632

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (n)

3,044,898

3,037,286

TGI Friday's, Inc. Tranche B 1LN, term loan 5.25% 7/15/20 (n)

1,975,000

1,975,000

Town Sports International LLC Tranche B, term loan 4.5% 11/15/20 (n)

2,131,182

1,502,483

Tropicana Entertainment, Inc. Tranche B, term loan 4% 11/27/20 (n)

1,512,304

1,502,217

Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (n)

501,980

490,268

 

134,731,923

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.0%

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (n)

$ 2,119,133

$ 2,099,277

Leisure Products - 0.0%

SRAM LLC. Tranche B, term loan 4.0205% 4/10/20 (n)

2,920,929

2,818,697

Media - 0.5%

Acosta, Inc. Tranche B, term loan 4.25% 9/26/21 (n)

2,992,500

2,956,979

CDS U.S. Intermediate Holdings, Inc.:

Tranche B 1LN, term loan 5% 7/8/22 (n)

1,255,000

1,253,431

Tranche B 2LN, term loan 9.25% 7/8/23 (n)

465,000

459,769

Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (n)

4,211,365

4,201,511

Charter Communications Operating LLC:

Tranche E, term loan 3% 7/1/20 (n)

1,493,381

1,479,253

Tranche F, term loan 3% 1/3/21 (n)

6,767,749

6,698,380

Tranche H, term loan 3.25% 8/24/21 (n)

1,000,000

996,940

Tranche I, term loan 3.5% 1/24/23 (n)

6,335,000

6,320,746

Clear Channel Communications, Inc. Tranche D, term loan 6.948% 1/30/19 (n)

14,695,000

12,949,969

CSC Holdings LLC Tranche B, term loan 2.698% 4/17/20 (n)

1,305,622

1,286,861

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (n)

6,471,811

4,081,836

Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4% 5/29/21 (n)

3,000,000

2,962,500

ION Media Networks, Inc. Tranche B, term loan 4.75% 12/18/20 (n)

1,497,475

1,493,731

Karman Buyer Corp.:

Tranche 1LN, term loan 4.25% 7/25/21 (n)

3,681,201

3,636,585

Tranche 2LN, term loan 7.5% 7/25/22 (n)

1,880,000

1,822,660

Liberty Cablevision of Puerto Rico Tranche 1LN, term loan 4.5% 1/7/22 (n)

1,620,000

1,572,745

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 4.75% 3/22/19 (n)

1,952,153

1,952,641

McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (n)

1,853,591

1,848,957

Numericable LLC:

Tranche B 1LN, term loan 4% 7/20/22 (n)

1,000,000

995,140

Tranche B 1LN, term loan 4.5% 5/8/20 (n)

5,809,355

5,803,139

Tranche B 2LN, term loan 4.5% 5/8/20 (n)

5,025,944

5,020,566

Proquest LLC Tranche B, term loan 5.25% 10/24/21 (n)

2,995,927

2,994,069

Regal Cinemas Corp. Tranche B, term loan 3.75% 4/1/22 (n)

1,000,000

998,750

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Springer Science+Business Media Deutschland GmbH Tranche B 9LN, term loan 4.75% 8/14/20 (n)

$ 10,885,086

$ 10,789,841

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (n)

2,577,423

2,557,293

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (n)

1,355,000

1,334,431

Virgin Media Investment Holdings Ltd. Tranche B, term loan 3.5% 6/30/23 (n)

1,013,348

1,001,046

WideOpenWest Finance LLC Tranche B, term loan 4.5% 4/1/19 (n)

997,500

993,600

WMG Acquisition Corp. term loan 3.75% 7/1/20 (n)

1,480,466

1,449,628

Ziggo B.V.:

Tranche B 1LN, term loan 3.5% 1/15/22 (n)

1,391,000

1,371,150

Tranche B 2LN, term loan 3.5% 1/15/22 (n)

897,000

884,200

Tranche B 3LN, term loan 3.5% 1/15/22 (n)

1,475,000

1,453,952

 

95,622,299

Multiline Retail - 0.2%

Dollar Tree, Inc. Tranche B 1LN, term loan 3.5% 3/9/22 (n)

4,000,000

4,000,000

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (n)

3,292,869

3,278,875

6% 5/22/18 (n)

15,590,789

15,546,979

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (n)

6,132,790

6,046,931

 

28,872,785

Specialty Retail - 0.2%

Academy Ltd. Tranche B, term loan 5% 7/2/22 (n)

4,500,000

4,477,500

Davids Bridal, Inc. Tranche B, term loan 5.25% 10/11/19 (n)

1,882,000

1,793,791

General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (n)

1,646,368

1,628,884

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (n)

7,355,193

5,694,170

Party City Holdings, Inc. Tranche B, term loan 8/19/22 (s)

3,655,000

3,648,165

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (n)

1,344,958

1,341,596

PetSmart, Inc. Tranche B, term loan 4.25% 3/11/22 (n)

11,214,893

11,191,566

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (n)

$ 3,137,000

$ 2,670,371

Staples, Inc. Tranche B, term loan 4/24/21 (s)

3,000,000

2,985,000

 

35,431,043

Textiles, Apparel & Luxury Goods - 0.0%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 5% 2/1/20 (n)

1,474,714

1,405,889

Hercules Achievement, Inc. Tranche B, term loan 5% 12/11/21 (n)

2,445,180

2,448,236

Polymer Group, Inc. Tranche B, term loan 5.25% 12/19/19 (n)

4,026,009

4,026,009

 

7,880,134

TOTAL CONSUMER DISCRETIONARY

358,800,816

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Blue Ribbon LLC:

Tranche 2LN, term loan 9.25% 11/13/22 (n)

1,332,000

1,308,690

Tranche B 1LN, term loan 5.75% 11/13/21 (n)

6,357,861

6,353,919

 

7,662,609

Food & Staples Retailing - 0.3%

Albertson's LLC:

Tranche B 2LN, term loan 5.375% 3/21/19 (n)

3,736,436

3,732,625

Tranche B 3LN, term loan 5% 8/25/19 (n)

1,693,236

1,692,186

Tranche B 4LN, term loan 5.5% 8/25/21 (n)

15,960,260

15,956,270

BJ's Wholesale Club, Inc.:

Tranche 2LN, term loan 8.5% 3/31/20 (n)

653,000

646,470

Tranche B 1LN, term loan 4.5% 9/26/19 (n)

5,968,867

5,941,828

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (n)

1,478,476

1,452,603

GOBP Holdings, Inc.:

Tranche 2LN, term loan 9.25% 10/21/22 (n)

1,129,000

1,120,533

Tranche B 1LN, term loan 4.75% 10/21/21 (n)

3,428,800

3,412,719

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (n)

6,695,838

6,695,838

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (n)

2,913,000

2,854,740

Tranche B 1LN, term loan 4.5% 6/30/21 (n)

3,400,867

3,362,607

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Smart & Final, Inc. Tranche B, term loan 4% 11/15/19 (n)

$ 2,378,000

$ 2,367,608

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (n)

1,118,958

1,121,577

 

50,357,604

Food Products - 0.1%

AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (n)

1,481,000

1,486,554

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (n)

2,119,101

2,111,154

Hostess Brands LLC:

Tranche B 1LN, term loan 4.5% 8/3/22 (n)

1,070,000

1,069,668

Tranche B 2LN, term loan 8.5% 8/3/23 (n)

125,000

125,156

JBS U.S.A. LLC Tranche B, term loan 8/18/22 (s)

3,540,000

3,524,530

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (n)

480,696

479,696

 

8,796,758

Household Products - 0.0%

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (n)

2,429,444

2,335,303

Personal Products - 0.0%

Prestige Brands, Inc. Tranche B 3LN, term loan 3.5088% 9/3/21 (n)

289,703

289,040

Revlon Consumer Products Corp. term loan 4% 8/19/19 (n)

2,652,718

2,641,125

 

2,930,165

TOTAL CONSUMER STAPLES

72,082,439

ENERGY - 0.4%

Energy Equipment & Services - 0.1%

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (n)

8,938,420

6,435,663

Drillships Ocean Ventures, Inc. Tranche B, term loan 5.5% 7/25/21 (n)

4,106,261

3,161,821

Expro Finservices S.a.r.l. Tranche B, term loan 5.75% 9/2/21 (n)

6,113,277

5,058,737

Floatel International Ltd. Tranche B, term loan 6% 6/27/20 (n)

2,328,212

1,639,061

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (n)

$ 2,112,223

$ 1,522,554

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (n)

1,114,343

759,425

Sheridan Production Partners I Tranche A, term loan 4.25% 12/16/20 (n)

417,737

325,835

 

18,903,096

Oil, Gas & Consumable Fuels - 0.3%

Alfred Fueling Systems, Inc. Tranche B 1LN, term loan 4.75% 6/20/21 (n)

978,701

972,281

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (n)

1,468,469

1,468,469

Chelsea Petroleum Products I LLC Tranche B, term loan 7/22/22 (s)

2,385,000

2,346,244

Chief Exploration & Development, LLC. Tranche 2LN, term loan 7.5% 5/16/21 (n)

4,612,000

3,973,238

Citgo Holding, Inc. Tranche B, term loan 9.5% 5/12/18 (n)

2,453,505

2,458,608

Citgo Petroleum Corp. Tranche B, term loan 4.5% 7/29/21 (n)

533,313

531,479

Crestwood Holdings Partners LLC Tranche B, term loan 7% 6/19/19 (n)

5,952,913

5,446,916

Energy Transfer Equity LP Tranche C, term loan 4% 12/2/19 (n)

1,937,824

1,908,155

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (n)

4,629,000

1,747,448

Tranche B 1LN, term loan 3.875% 9/30/18 (n)

1,833,674

1,603,328

Foresight Energy LLC Tranche B, term loan 5.5% 8/23/20 (n)

1,105,000

1,051,595

Houston Fuel Oil Terminal Co. Tranche B, term loan 4.25% 8/19/21 (n)

5,856,496

5,622,236

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (n)

9,096,000

8,777,640

Overseas Shipholding Group, Inc. Tranche B, term loan 5.25% 8/5/19 (n)

521,367

517,889

Panda Sherman Power, LLC term loan 9% 9/14/18 (n)

3,767,028

3,578,677

Panda Temple Power, LLC term loan 7.25% 4/3/19 (n)

1,020,000

951,150

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (n)

6,895,944

5,062,795

Penn Products Terminals LLC Tranche B, term loan 4.75% 4/13/22 (n)

1,291,763

1,278,845

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sheridan Investment Partners I term loan 4.25% 12/16/20 (n)

$ 3,004,343

$ 2,343,388

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 4.25% 10/1/19 (n)

3,477,061

2,746,878

Tranche B, term loan 4.25% 10/1/18 (n)

727,481

571,072

Sheridan Production Partners I Tranche M, term loan 4.25% 12/16/20 (n)

155,414

121,223

Southcross Energy Partners LP Tranche B, term loan 5.25% 8/4/21 (n)

1,717,327

1,640,047

Targa Resources Corp. term loan 5.75% 2/27/22 (n)

1,470,512

1,468,673

TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (n)

1,804,221

1,805,718

Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (n)

837,747

832,512

 

60,826,504

TOTAL ENERGY

79,729,600

FINANCIALS - 0.2%

Capital Markets - 0.0%

HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (n)

931,384

925,563

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 11/15/22 (n)

2,505,000

2,436,113

Tranche B 1LN, term loan 4.75% 11/15/21 (n)

1,989,015

1,924,372

 

5,286,048

Consumer Finance - 0.0%

Flying Fortress Holdings, Inc. Tranche B, term loan 3.5% 4/30/20 (n)

2,000,000

1,998,760

Diversified Financial Services - 0.1%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (n)

1,618,000

1,615,169

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (n)

634,249

604,122

TransUnion LLC Tranche B 2LN, term loan 3.75% 4/9/21 (n)

8,004,735

7,937,175

 

10,156,466

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - 0.0%

Alliant Holdings Intermediate LLC Tranche B, term loan 4.5% 8/14/22 (n)

$ 2,500,000

$ 2,489,075

HUB International Ltd. Tranche B 1LN, term loan 4% 10/2/20 (n)

690,000

681,665

 

3,170,740

Real Estate Management & Development - 0.1%

CityCenter 8.74% 7/12/16 (n)

331,828

331,828

DTZ U.S. Borrower LLC:

Tranche 2LN, term loan 9.25% 11/4/22 (n)

1,882,000

1,886,705

Tranche B 1LN, term loan 11/4/21 (s)

500,000

494,585

Tranche B 1LN, term loan 5.5% 11/4/21 (n)

3,745,180

3,704,620

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (n)

16,957

16,788

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (n)

8,718,645

8,685,950

 

15,120,476

Thrifts & Mortgage Finance - 0.0%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (n)

3,523,844

3,499,318

TOTAL FINANCIALS

39,231,808

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Alere, Inc. Tranche B, term loan 4.25% 6/18/22 (n)

1,490,000

1,488,972

DJO Finance LLC Tranche B 1LN, term loan 4.25% 6/7/20 (n)

1,150,000

1,143,100

Hill-Rom Holdings, Inc. Tranche B, term loan 7/30/22 (s)

1,500,000

1,500,315

 

4,132,387

Health Care Providers & Services - 0.2%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (n)

2,426,568

2,423,851

Community Health Systems, Inc.:

Tranche F, term loan 3.5749% 12/31/18 (n)

997,500

996,253

Tranche G, term loan 3.75% 12/31/19 (n)

1,980,760

1,977,056

Tranche H, term loan 4% 1/27/21 (n)

7,019,240

7,032,015

Concentra, Inc. Tranche B 1LN, term loan 4% 6/1/22 (n)

1,000,000

996,670

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (n)

1,882,000

1,898,468

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Dialysis Newco, Inc.: - continued

Tranche B 1LN, term loan 4.5% 4/23/21 (n)

$ 4,105,266

$ 4,088,147

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (n)

1,887,166

1,884,335

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (n)

2,152,000

2,184,280

HCA Holdings, Inc.:

Tranche B 4LN, term loan 3.0318% 5/1/18 (n)

2,620,663

2,615,107

Tranche B 5LN, term loan 2.948% 3/31/17 (n)

4,331,954

4,321,688

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (n)

5,550,018

5,272,517

Jaguar Holding Co. II / Pharmaceutical Product Development LLC Tranche B, term loan 4.25% 8/18/22 (n)

5,635,000

5,596,964

Kindred Healthcare, Inc. Tranche B, term loan 4.25% 4/9/21 (n)

2,567,035

2,562,235

MPH Acquisition Holdings LLC Tranche B, term loan 3.75% 3/31/21 (n)

455,448

449,400

Quintiles Transnational Corp. Tranche B, term loan 3.25% 5/12/22 (n)

590,000

588,525

Surgery Center Holdings, Inc. Tranche B 1LN, term loan 5.25% 11/3/20 (n)

227,855

227,570

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 1/3/20 (n)

540,000

540,675

Tranche B 2LN, term loan 4.25% 7/3/19 (n)

1,638,661

1,633,204

 

47,288,960

Life Sciences Tools & Services - 0.0%

Patheon, Inc. Tranche B, term loan 4.25% 3/11/21 (n)

7,100,141

7,012,525

Pharmaceuticals - 0.2%

Alvogen Pharma U.S., Inc. Tranche B 1LN, term loan 6% 4/2/22 (n)

1,451,625

1,444,367

Concordia Healthcare Corp. Tranche B, term loan 4.75% 4/21/22 (n)

730,000

730,460

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (n)

1,780,800

1,780,355

Endo Pharmaceuticals, Inc. Tranche B, term loan 6/24/22 (s)

3,000,000

2,999,460

Genoa, a QoL Healthcare Co. LLC:

Tranche 1LN, term loan 4.5% 4/30/22 (n)

1,510,000

1,507,176

Tranche 2LN, term loan 8.75% 4/30/23 (n)

1,000,000

1,000,000

Grifols, S.A. Tranche B, term loan 3.198% 2/27/21 (n)

1,486,474

1,483,263

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Horizon Pharmaceuticals, Inc. Tranche B, term loan 4.5% 5/7/21 (n)

$ 1,065,000

$ 1,063,669

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (n)

2,625,000

2,615,156

Tranche B 1LN, term loan 4.25% 1/28/21 (n)

8,199,843

8,111,038

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (n)

3,811,711

3,807,899

Valeant Pharmaceuticals International, Inc.:

Tranche BD 2LN, term loan 3.5% 2/13/19 (n)

1,882,000

1,875,131

Tranche E, term loan 3.75% 8/5/20 (n)

1,882,000

1,875,526

 

30,293,500

TOTAL HEALTH CARE

88,727,372

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.1%

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (n)

509,394

506,633

Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (n)

271,338

269,302

Gemini HDPE LLC Tranche B, term loan 4.75% 8/7/21 (n)

2,017,819

2,014,449

TransDigm, Inc.:

Tranche C, term loan 3.75% 2/28/20 (n)

3,666,862

3,626,930

Tranche D, term loan 3.75% 6/4/21 (n)

6,073,277

6,004,953

 

12,422,267

Airlines - 0.0%

American Airlines, Inc. Tranche B, term loan 3.5% 10/10/21 (n)

1,985,000

1,968,465

U.S. Airways, Inc. Tranche B 1LN, term loan 3.5% 5/23/19 (n)

1,567,010

1,557,216

 

3,525,681

Building Products - 0.1%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (n)

7,013,682

6,851,526

Tranche 2LN, term loan 7.75% 4/1/22 (n)

1,260,000

1,232,444

Jeld-Wen, Inc. Tranche B, term loan 5% 7/1/22 (n)

1,000,000

996,880

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Building Products - continued

LBM Borrower LLC Tranche B 1LN, term loan 7.5% 8/20/22 (n)

$ 6,615,000

$ 6,482,700

Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (n)

872,582

862,547

 

16,426,097

Commercial Services & Supplies - 0.1%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (n)

3,598,919

3,562,930

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (n)

1,493,438

1,486,509

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (n)

4,886,176

4,389,399

Garda World Security Corp.:

term loan 4.0032% 11/8/20 (n)

3,213,302

3,159,737

Tranche DD, term loan 4.0032% 11/8/20 (n)

750,389

737,880

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (n)

7,261,424

6,989,120

Merrill Communications LLC Tranche B, term loan 6.25% 6/1/22 (n)

2,145,000

2,131,594

Metal Services LLC Tranche B, term loan 6% 6/30/17 (n)

1,111,359

1,101,167

Redtop Acquisitions Ltd. Tranche 2LN, term loan 8.25% 6/3/21 (n)

612,889

607,784

The Brickman Group, Ltd.:

Tranche 2LN, term loan 7.5% 12/18/21 (n)

560,000

546,700

Tranche B 1LN, term loan 4% 12/18/20 (n)

4,421,612

4,349,053

WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (n)

555,182

551,018

 

29,612,891

Construction & Engineering - 0.1%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (n)

9,257,383

9,309,502

Ls Deco LLC Tranche B, term loan 5.5% 5/21/22 (n)

3,250,000

3,266,250

 

12,575,752

Electrical Equipment - 0.0%

Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (n)

1,374,691

1,361,810

Machinery - 0.1%

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (n)

825,432

827,495

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Machinery - continued

Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (n)

$ 1,287,713

$ 1,260,349

Mueller Water Products, Inc. Tranche B, term loan 4% 11/25/21 (n)

1,520,360

1,520,360

Onex Wizard U.S. Acquisition, Inc. Tranche B, term loan 4.25% 3/13/22 (n)

2,973,548

2,969,206

Rexnord LLC Tranche B, term loan 4% 8/21/20 (n)

3,449,756

3,413,534

The Gates Corp. Tranche B 1LN, term loan 4.25% 7/3/21 (n)

1,120,356

1,071,340

 

11,062,284

Marine - 0.0%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/22/19 (n)

2,205,718

2,197,446

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (n)

1,097,415

764,536

Navios Partners Finance (U.S.), Inc. Tranche B, term loan 5.25% 6/27/18 (n)

2,036,582

2,031,491

 

4,993,473

Professional Services - 0.0%

AlixPartners LLP Tranche B, term loan 4.5% 7/28/22 (n)

2,125,000

2,122,875

On Assignment, Inc. Tranche B, term loan 3.75% 6/5/22 (n)

1,200,873

1,197,871

Research Now Group, Inc.:

Tranche 2LN, term loan 9.75% 3/18/22 (n)

285,000

283,575

Tranche B 1LN, term loan 5.5% 3/18/21 (n)

872,813

864,084

Science Applications International Corp. Tranche B, term loan 3.75% 5/4/22 (n)

1,995,000

1,994,003

 

6,462,408

Road & Rail - 0.0%

Hertz Corp. Tranche B 2LN, term loan 3% 3/11/18 (n)

1,123,254

1,112,022

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (n)

2,223,712

2,139,211

 

3,251,233

Trading Companies & Distributors - 0.0%

Fly Funding II Sarl Tranche B, term loan 3.5% 8/9/19 (n)

2,343,787

2,330,615

TOTAL INDUSTRIALS

104,024,511

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.0%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (n)

$ 1,752,721

$ 1,742,871

Mitel U.S. Holdings, Inc. Tranche B, term loan 5% 4/29/22 (n)

1,785,000

1,772,166

 

3,515,037

Electronic Equipment & Components - 0.1%

Carros U.S., LLC Tranche B, term loan 4.5% 9/30/21 (n)

660,672

659,020

CPI Acquisition, Inc. Tranche B, term loan 8/14/22 (s)

1,500,000

1,475,625

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (n)

4,955,498

4,808,617

Lux FinCo U.S. SPV:

Tranche 2LN, term loan 7/31/23 (s)

670,000

665,813

Tranche B 1LN, term loan 7/31/22 (s)

1,345,000

1,338,275

TTM Technologies, Inc. Tranche B 1LN, term loan 6% 5/31/21 (n)

4,330,000

4,091,850

 

13,039,200

Internet Software & Services - 0.0%

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (n)

4,084,908

4,064,484

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (n)

946,343

939,245

TELX, Inc. Tranche B 1LN, term loan 4.5% 4/9/20 (n)

748,221

744,951

 

5,748,680

IT Services - 0.1%

Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 4.5% 9/15/20 (n)

1,482,550

1,426,584

Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (n)

1,867,451

1,851,409

First Data Corp. term loan 3.7004% 3/24/17 (n)

7,113,000

7,089,883

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8.25% 6/17/22 (n)

515,000

489,250

Tranche B 1LN, term loan 5% 6/17/21 (n)

1,164,121

1,158,300

WP Mustang Holdings, LLC.:

Tranche 2LN, term loan 8.5% 5/29/22 (n)

752,000

729,440

Tranche B 1LN, term loan 5.5% 5/29/21 (n)

880,553

874,503

 

13,619,369

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.0%

Avago Technologies, Inc. Tranche B, term loan 3.75% 5/6/21 (n)

$ 1,594,269

$ 1,592,276

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (n)

2,673,001

2,668,831

NXP BV Tranche D, term loan 3.25% 1/11/20 (n)

1,867,496

1,856,609

 

6,117,716

Software - 0.2%

Applied Systems, Inc.:

Tranche B 1LN, term loan 4.25% 1/23/21 (n)

455,667

454,300

Tranche B 2LN, term loan 7.5% 1/23/22 (n)

116,000

115,246

Blue Coat Systems, Inc. Tranche B, term loan 4.5% 5/22/22 (n)

2,135,000

2,118,988

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (n)

671,591

613,948

5% 9/10/20 (n)

10,689,020

9,811,024

Epicor Software Corp. Tranche B, term loan 4.75% 6/1/22 (n)

3,000,000

2,988,210

Hyland Software, Inc. Tranche B 1LN, term loan 4.75% 7/1/22 (n)

180,000

179,494

Informatica Corp. Tranche B, term loan 4.5% 8/6/22 (n)

985,000

978,026

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/30/20 (n)

12,974,594

13,179,982

Tranche B 1LN, term loan 4.5% 10/30/19 (n)

3,680,000

3,678,859

Renaissance Learning, Inc.:

Tranche 1LN, term loan 4.5% 4/9/21 (n)

3,726,134

3,629,887

Tranche 2LN, term loan 8% 4/9/22 (n)

1,693,000

1,640,805

SS&C Technologies, Inc.:

Tranche B 1LN, term loan 4% 7/8/22 (n)

3,210,762

3,213,042

Tranche B 2LN, term loan 4% 7/8/22 (n)

520,179

520,549

Transfirst, Inc.:

Tranche 2LN, term loan 9% 11/12/22 (n)

931,000

924,790

Tranche B 1LN, term loan 4.75% 11/12/21 (n)

923,934

922,086

 

44,969,236

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.1%

Dell International LLC Tranche B 2LN, term loan 4% 4/29/20 (n)

$ 14,733,075

$ 14,645,119

Oberthur Technologies Tranche B 2LN, term loan 4.5% 10/18/19 (n)

2,568,960

2,552,904

 

17,198,023

TOTAL INFORMATION TECHNOLOGY

104,207,261

MATERIALS - 0.5%

Chemicals - 0.2%

A. Schulman, Inc. Tranche B, term loan 4% 6/1/22 (n)

1,770,563

1,761,710

AgroFresh, Inc. Tranche B, term loan 5.75% 7/31/21 (n)

2,500,000

2,496,875

American Rock Salt Co. LLC Tranche B 1LN, term loan 4.75% 5/20/21 (n)

1,117,357

1,106,183

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 7.5% 6/12/22 (n)

781,000

772,800

Tranche B 1LN, term loan 4.5% 6/12/21 (n)

625,180

623,505

Aruba Investments, Inc. Tranche B, term loan 4.5% 2/2/22 (n)

992,015

987,055

Chromaflo Technologies Corp.:

Tranche 2LN, term loan 8.25% 6/2/20 (n)

751,971

706,853

Tranche B 1LN, term loan 4.5% 12/2/19 (n)

1,482,473

1,437,999

Eco Services Operations LLC Tranche B, term loan 4.75% 12/1/21 (n)

2,210,890

2,199,836

Hilex Poly Co. LLC:

Tranche 2LN, term loan 9.75% 6/5/22 (n)

1,129,000

1,126,178

Tranche B 1LN, term loan 6% 12/5/21 (n)

4,108,355

4,094,222

MacDermid, Inc. Tranche B 2LN, term loan 4.75% 6/7/20 (n)

1,113,206

1,112,860

Royal Holdings, Inc.:

Tranche B 1LN, term loan 4.5% 6/19/22 (n)

2,135,000

2,125,222

Tranche B 2LN, term loan 8.5% 6/19/23 (n)

500,000

498,125

Styrolution U.S. Holding LLC Tranche B, term loan 6.5% 11/7/19 (n)

4,104,375

4,124,897

The Chemours Co. LLC Tranche B, term loan 3.75% 5/12/22 (n)

2,410,000

2,322,638

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. Tranche B 1LN, term loan 4.25% 11/5/21 (n)

1,620,000

1,615,140

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Chemicals - continued

U.S. Coatings Acquisition, Inc. Tranche B, term loan 3.75% 2/1/20 (n)

$ 512,923

$ 510,553

Univar, Inc. Tranche B, term loan 4% 7/1/22 (n)

1,235,000

1,225,738

 

30,848,389

Containers & Packaging - 0.2%

Anchor Glass Container Corp. Tranche B, term loan 4.5% 7/1/22 (n)

2,408,602

2,409,349

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (n)

4,754,924

4,731,150

Berlin Packaging, LLC:

Tranche 2LN, term loan 7.75% 10/1/22 (n)

1,129,000

1,115,825

Tranche B 1LN, term loan 4.5% 10/1/21 (n)

5,609,739

5,606,261

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (n)

3,552,000

3,520,920

BWAY Holding Co. Tranche B, term loan 5.5% 8/14/20 (n)

2,175,494

2,175,494

Caraustar Industries, Inc. Tranche B, term loan 8% 5/1/19 (n)

730,000

727,810

Charter NEX U.S. Holdings, Inc. Tranche 2LN, term loan 9.25% 2/5/23 (n)

752,000

753,880

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (n)

3,519,049

3,328,422

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.5% 12/1/18 (n)

9,135,595

9,127,647

Signode Packaging Systems, Inc. Tranche B, term loan 3.75% 5/1/21 (n)

2,708,667

2,674,808

Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (n)

732,664

725,338

 

36,896,904

Metals & Mining - 0.1%

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 12/19/19 (n)

2,614,761

1,838,177

Tranche B 2LN, term loan 8.75% 12/19/20 (n)

1,296,000

874,800

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (n)

1,615,000

1,604,503

Essar Steel Algoma, Inc. Tranche B, term loan 7.5% 8/16/19 (n)

3,596,880

3,106,805

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (n)

15,116,357

12,185,447

JMC Steel Group, Inc. term loan 4.75% 4/1/17 (n)

1,700,010

1,685,135

MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (n)

531,924

518,961

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

Murray Energy Corp.:

Tranche B 1LN, term loan 7% 4/16/17 (n)

$ 780,000

$ 709,153

Tranche B 2LN, term loan 7.5% 4/16/20 (n)

6,355,000

4,758,306

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (n)

752,000

682,440

Walter Energy, Inc. Tranche B, term loan 5.8% 4/1/18 (n)

4,707,000

1,908,877

 

29,872,604

TOTAL MATERIALS

97,617,897

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.2%

Altice Financing SA:

Tranche B 2LN, term loan 5.25% 1/30/22 (n)

2,634,000

2,647,170

Tranche B, term loan 5.5% 6/24/19 (n)

12,993,045

13,041,769

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (n)

6,807,181

6,821,340

Integra Telecom Holdings, Inc. Tranche B 1LN, term loan 5.25% 8/14/20 (n)

2,992,500

2,983,523

Level 3 Financing, Inc.:

Tranche B 2LN, term loan 3.5% 5/31/22 (n)

3,764,000

3,726,360

Tranche B 3LN, term loan 4% 8/1/19 (n)

2,742,000

2,737,887

Tranche B 4LN, term loan 4% 1/15/20 (n)

3,011,000

3,008,170

LTS Buyer LLC:

Tranche 2LN, term loan 8% 4/12/21 (n)

163,000

162,865

Tranche B 1LN, term loan 4% 4/11/20 (n)

8,914,096

8,858,383

Securus Technologies Holdings, Inc.:

Tranche 2LN, term loan 9% 4/30/21 (n)

3,724,000

3,337,635

Tranche B 1LN, term loan 4.75% 4/30/20 (n)

2,824,628

2,717,829

Securus Technologies, Inc. Tranche B2 1LN, term loan 5.25% 4/30/20 (n)

1,000,000

971,250

 

51,014,181

Wireless Telecommunication Services - 0.1%

Crown Castle Operating Co. Tranche B 2LN, term loan 3% 1/31/21 (n)

1,501,379

1,494,893

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.8125% 3/31/17 (n)

1,382,317

1,299,378

Tranche D-2, term loan 3.7818% 3/31/19 (n)

5,012,683

4,724,454

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (n)

$ 4,150,000

$ 4,072,188

Syniverse Holdings, Inc. Tranche B, term loan 4% 4/23/19 (n)

1,882,000

1,731,440

 

13,322,353

TOTAL TELECOMMUNICATION SERVICES

64,336,534

UTILITIES - 0.3%

Electric Utilities - 0.2%

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

6.375% 8/13/18 (n)

161,490

161,652

6.375% 8/13/19 (n)

2,444,528

2,446,972

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (n)

3,011,587

2,940,815

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (n)

3,589,368

3,409,900

Tranche C, term loan 5.25% 3/14/21 (n)

263,000

249,850

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (n)

6,215,916

6,200,376

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (n)

5,064,411

4,853,377

Green Energy Partners/Stonewall LLC Tranche B 1LN, term loan 6.5% 11/13/21 (n)

3,042,000

3,042,000

InterGen NV Tranche B, term loan 5.5% 6/13/20 (n)

4,396,131

4,132,363

Longview Power LLC Tranche B, term loan 7% 4/13/21 (n)

2,000,000

2,002,500

Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (n)

554,215

556,293

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (n)

2,006,000

2,000,985

TXU Energy LLC Tranche B, term loan 4.6741% 10/10/17 (d)(n)

1,088,000

490,840

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (n)

589,990

583,352

 

33,071,275

Gas Utilities - 0.0%

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (n)

4,052,000

3,835,907

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Gas Utilities - continued

Southcross Holdings Borrower LP Tranche B, term loan 6% 8/4/21 (n)

$ 2,642,653

$ 2,191,209

Veresen Midstream LP Tranche B, term loan 5.25% 3/31/22 (n)

1,815,450

1,812,418

 

7,839,534

Independent Power and Renewable Electricity Producers - 0.1%

Calpine Corp.:

Tranche B 3LN, term loan 4% 10/9/19 (n)

2,516,064

2,511,132

Tranche B 4LN, term loan 4% 10/31/20 (n)

3,727,081

3,714,856

Tranche B 5LN, term loan 3.5% 5/28/22 (n)

1,500,000

1,478,910

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (n)

2,653,000

2,653,000

ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (n)

466,891

471,560

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (n)

2,799,716

2,624,734

Terra-Gen Finance Co. LLC Tranche B, term loan 5.25% 12/9/21 (n)

2,902,415

2,851,623

TerraForm AP Acquisition Holdings LLC Tranche B, term loan 8/11/22 (s)

3,000,000

2,970,000

 

19,275,815

TOTAL UTILITIES

60,186,624

TOTAL BANK LOAN OBLIGATIONS

(Cost $1,092,574,461)


1,068,944,862

Sovereign Loan Participations - 0.0%

 

Indonesian Republic loan participation:

Citibank 1.25% 12/14/19 (n)

904,290

886,205

Goldman Sachs 1.25% 12/14/19 (n)

775,000

759,500

Mizuho 1.25% 12/14/19 (n)

363,384

356,116

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,875,319)


2,001,821

Bank Notes - 1.2%

 

Principal Amount (e)

Value

Bank of America NA:

1.65% 3/26/18

$ 22,324,000

$ 22,212,693

1.75% 6/5/18

84,682,000

84,232,169

5.3% 3/15/17

3,467,000

3,644,614

Barclays Bank PLC 2.5% 2/20/19

7,200,000

7,266,816

Capital One NA 1.65% 2/5/18

18,801,000

18,561,926

Discover Bank:

(Delaware) 3.2% 8/9/21

23,245,000

22,850,439

3.1% 6/4/20

22,584,000

22,536,641

8.7% 11/18/19

2,958,000

3,535,484

JPMorgan Chase Bank 6% 10/1/17

11,313,000

12,209,555

KeyBank NA 6.95% 2/1/28

1,977,000

2,523,678

Marshall & Ilsley Bank 5% 1/17/17

14,669,000

15,309,889

Regions Bank 7.5% 5/15/18

24,647,000

27,954,430

Wachovia Bank NA 6% 11/15/17

2,243,000

2,450,439

TOTAL BANK NOTES

(Cost $242,512,420)

245,288,773

Preferred Securities - 0.8%

 

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen International Finance NV 2.5%(Reg. S) (i)(n)

EUR

2,150,000

2,343,384

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Cosan Overseas Ltd. 8.25% (i)

1,725,000

1,627,629

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

Total SA 2.625% (Reg. S) (i)(n)

EUR

2,150,000

2,299,559

FINANCIALS - 0.8%

Banks - 0.7%

BAC Capital Trust XIV 4% (i)(n)

1,245,000

967,734

Banco Do Brasil SA 9% (h)(i)(n)

1,415,000

1,147,484

Bank of America Corp.:

6.1% (i)(n)

3,225,000

3,238,216

6.25% (i)(n)

3,680,000

3,755,700

6.5% (i)(n)

3,000,000

3,159,795

Bank of Ireland 7.375% (Reg. S) (i)(n)

EUR

2,000,000

2,326,877

Barclays Bank PLC 7.625% 11/21/22

20,775,000

24,126,874

Barclays PLC:

6.625% (i)(n)

7,940,000

7,862,515

8.25% (i)(n)

5,470,000

5,897,920

Preferred Securities - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

BNP Paribas SA:

7.375% (h)(i)(n)

$ 3,830,000

$ 3,931,898

7.375% 12/29/49 (Reg. S) (n)

3,100,000

3,182,476

Citigroup, Inc.:

5.875% (i)(n)

4,305,000

4,378,134

5.95% (i)(n)

2,285,000

2,273,527

5.95% (i)(n)

6,945,000

6,787,466

6.3% (i)(n)

7,100,000

7,019,488

Credit Agricole SA:

6.625% (h)(i)(n)

14,035,000

13,938,915

6.625% (Reg. S) (i)(n)

2,850,000

2,830,489

8.125% 9/19/33 (Reg. S) (n)

2,500,000

2,861,487

JPMorgan Chase & Co.:

5.3% (i)(n)

3,245,000

3,260,582

6% (i)(n)

10,455,000

10,403,293

6.75% (i)(n)

10,085,000

10,697,020

Royal Bank of Scotland Group PLC:

7.5% (i)(n)

2,285,000

2,300,980

8% (i)(n)

1,140,000

1,169,689

Wells Fargo & Co. 5.875% (i)(n)

2,000,000

2,072,541

 

129,591,100

Capital Markets - 0.1%

Credit Suisse Group AG 6.25% (h)(i)(n)

5,000,000

4,864,037

Deutsche Bank AG 7.5% (i)(n)

7,600,000

7,670,144

Goldman Sachs Group, Inc. 5.375% (i)(n)

3,250,000

3,245,271

UBS Group AG:

6.875% (Reg. S) (i)(n)

1,950,000

1,944,259

7.125% (Reg. S) (i)(n)

1,700,000

1,836,629

 

19,560,340

Diversified Financial Services - 0.0%

Magnesita Finance Ltd.:

8.625% (h)(i)

650,000

496,336

8.625% (Reg. S) (i)

200,000

152,719

 

649,055

TOTAL FINANCIALS

149,800,495

Preferred Securities - continued

 

Principal Amount (e)

Value

INDUSTRIALS - 0.0%

Construction & Engineering - 0.0%

Odebrecht Finance Ltd.:

7.5% (h)(i)

$ 4,705,000

$ 3,369,267

7.5% (Reg. S) (i)

100,000

71,610

 

3,440,877

MATERIALS - 0.0%

Metals & Mining - 0.0%

CSN Islands XII Corp. 7% (Reg. S) (i)

2,100,000

1,035,971

UTILITIES - 0.0%

Electric Utilities - 0.0%

EDF SA 5.625% (Reg. S) (i)(n)

2,700,000

2,764,547

TOTAL PREFERRED SECURITIES

(Cost $163,665,548)


163,312,462

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.15% (b)
(Cost $1,185,530,172)

1,185,530,172


1,185,530,172

Cash Equivalents - 0.5%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15 (Collateralized by U.S. Government Obligations) # (c)
(Cost $110,825,000)

$ 110,825,462


110,825,000

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

Annual Report

Purchased Swaptions - 0.0%

Expiration Date

Notional Amount (e)

Value

Put Options - 0.0%

Option on a credit default swap with Morgan Stanley Capital Group, Inc. to buy protection on the 5-Year iTraxx Europe Crossover Series 23 Index expiring June 2020 exercise rate 3.125%
(Cost $172,578)

9/16/15

EUR

17,600,000

$ 206,315

TOTAL INVESTMENT PORTFOLIO - 104.0%

(Cost $21,131,127,040)

21,078,070,800

NET OTHER ASSETS (LIABILITIES) - (4.0)%

(808,453,417)

NET ASSETS - 100%

$ 20,269,617,383

TBA Sale Commitments

 

Principal Amount (e)

 

Fannie Mae

3% 9/1/45

$ (700,000)

(703,008)

3% 9/1/45

(700,000)

(703,008)

3% 9/1/45

(2,100,000)

(2,109,023)

3% 9/1/45

(33,200,000)

(33,342,657)

3% 9/1/45

(12,950,000)

(13,005,645)

3% 9/1/45

(9,700,000)

(9,741,680)

3% 9/1/45

(27,500,000)

(27,618,165)

3% 9/1/45

(11,000,000)

(11,047,266)

3.5% 9/1/45

(21,300,000)

(22,072,123)

3.5% 9/1/45

(21,300,000)

(22,072,123)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(13,200,000)

(14,018,812)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(3,600,000)

(3,823,312)

4% 9/1/45

(28,000,000)

(29,736,874)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(10,000,000)

(10,832,812)

TOTAL FANNIE MAE

(346,389,752)

TBA Sale Commitments - continued

 

Principal Amount (e)

Value

Freddie Mac

3% 9/1/45

$ (1,500,000)

$ (1,502,109)

3% 9/1/45

(3,200,000)

(3,204,500)

TOTAL FREDDIE MAC

(4,706,609)

Ginnie Mae

3.5% 9/1/45

(31,500,000)

(32,799,372)

3.5% 9/1/45

(20,000,000)

(20,824,998)

TOTAL GINNIE MAE

(53,624,370)

TOTAL TBA SALE COMMITMENTS

(Proceeds $404,373,664)

$ (404,720,731)

Futures Contracts

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Bond Index Contracts

9 Eurex Euro-Bobl Contracts (Germany)

Sept. 2015

$ 1,313,218

$ (3,300)

21 Eurex Euro-Buxl 30 Year Bond Contracts (Germany)

Sept. 2015

3,572,005

(57,360)

2 OSE Japan 10 Year Bond Contracts (Japan)

Sept. 2015

2,440,879

20,099

64 TME 10 Year Canadian Note Contracts (Canada)

Dec. 2015

6,879,659

(118,481)

TOTAL BOND INDEX CONTRACTS

$ 14,205,761

$ (159,042)

Treasury Contracts

21 ASX 10 Year Treasury Bond Index Contracts (Australia)

Sept. 2015

1,924,905

80,165

96 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

20,973,000

(55,692)

24 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

2,866,500

(23,111)

50 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

7,920,313

(286,818)

TOTAL TREASURY CONTRACTS

$ 33,684,718

$ (285,456)

TOTAL PURCHASED

$ 47,890,479

$ (444,498)

Futures Contracts - continued

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Bond Index Contracts

3 Eurex Euro-Bund Contracts (Germany)

Sept. 2015

$ 515,370

$ (5,052)

20 ICE Long Gilt Contracts (United Kingdom)

Dec. 2015

3,596,561

19,791

112 ICE Medium Gilt Contracts (United Kingdom)

Dec. 2015

19,051,124

22,345

TOTAL BOND INDEX CONTRACTS

$ 23,163,055

$ 37,084

Treasury Contracts

10 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

1,270,625

9,883

38 CBOT Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

5,875,750

182,799

TOTAL TREASURY CONTRACTS

$ 7,146,375

$ 192,682

TOTAL SOLD

$ 30,309,430

$ 229,766

 

$ 78,199,909

$ (214,732)

The face value of futures purchased as a percentage of net assets is 0.2%

The face value of futures sold as a percentage of net assets is 0.1%

Foreign Currency Contracts

Settlement Date

Currency

Counterparty

Type

Quantity

Contract Amount (e)

Unrealized Appreciation/
(Depreciation)

11/20/15

AUD

Credit Suisse Intl.

Sell

204,000

$ 149,743

$ 5,155

11/20/15

CAD

JPMorgan Chase Bank, N.A.

Sell

135,000

102,856

262

11/20/15

EUR

Credit Suisse Intl.

Buy

127,000

145,663

(2,968)

11/20/15

EUR

Credit Suisse Intl.

Buy

211,000

233,130

3,947

11/20/15

EUR

Credit Suisse Intl.

Buy

404,000

453,573

356

11/20/15

EUR

Credit Suisse Intl.

Sell

237,000

267,054

764

11/20/15

EUR

Credit Suisse Intl.

Sell

1,603,000

1,771,357

(29,753)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Buy

194,000

226,297

(8,321)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Sell

67,385,000

74,790,342

(922,557)

11/20/15

GBP

Credit Suisse Intl.

Buy

174,000

272,420

(5,534)

11/20/15

GBP

Credit Suisse Intl.

Buy

231,000

354,868

(553)

11/20/15

GBP

Credit Suisse Intl.

Sell

288,000

453,631

11,888

11/20/15

GBP

JPMorgan Chase Bank, N.A.

Sell

33,946,000

52,958,340

890,873

11/20/15

JPY

JPMorgan Chase Bank, N.A.

Sell

14,350,000

115,567

(2,940)

 

$ (59,381)

For the period, the average contract value for foreign currency contracts was $177,993,164. Contract value represents contract amount in United States dollars plus or minus unrealized appreciation or depreciation, respectively.

Swaps

Credit Default Swaps

Underlying Reference

Rating
(1)

Expiration Date

Clearinghouse/Counterparty

Fixed Payment Received/(Paid)

Notional Amount
(2)(3)

Value
(1)

Upfront Premium Received/
(Paid)

Unrealized Appreciation/(Depreciation)

Buy Protection

Carlsberg Breweries A/S

 

Jun.
2020

JPMorgan Chase Bank, N.A.

(1%)

EUR

2,600,000

$ (8,869)

$ 30,763

$ 21,894

Kering SA

 

Sep.
2018

Morgan Stanley Capital Group, Inc.

(1%)

EUR

3,500,000

(78,250)

8,252

(69,998)

Metro AG

 

Dec.
2019

Credit Suisse International

(1%)

EUR

3,850,000

(6,470)

(28,271)

(34,741)

Metro AG

 

Dec.
2019

JPMorgan Chase Bank, N.A.

(1%)

EUR

600,000

(1,008)

(1,718)

(2,726)

Standard Chartered Bank

 

Sep.
2020

Citibank, N.A.

(1%)

EUR

2,700,000

155,943

(145,356)

10,587

Valeo SA

 

Sep.
2018

Credit Suisse International

(1%)

EUR

3,500,000

(57,598)

(53,854)

(111,452)

TOTAL BUY PROTECTION

3,748

(190,184)

(186,436)

Sell Protection

Commerzbank AG

Ba2

Sep.
2019

Credit Suisse International

5%

EUR

1,850,000

342,816

(369,344)

(26,528)

Italy Republic Of

A2

Sep.
2020

JPMorgan Chase Bank, N.A.

1%

 

2,800,000

(13,065)

21,241

8,176

Pemex Project Funding Master Trust

A3

Sep.
2020

Barclays Bank PLC

1%

 

3,550,000

(191,039)

170,506

(20,533)

TOTAL SELL PROTECTION

138,712

(177,597)

(38,885)

TOTAL CREDIT DEFAULT SWAPS

$ 142,460

$ (367,781)

$ (225,321)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The credit rating or value can be measures of the current payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's® ratings are not available, S&P® ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

(2) Notional amount is stated in U.S. dollars unless otherwise noted.

(3) The notional amount of each credit default swap where the Fund has sold protection approximates the maximum potential amount of future payments that the Fund could be required to make if a credit event were to occur.

Swaps - continued

Interest Rate Swaps

Clearinghouse/
Counterparty(2)

Expiration Date

Notional Amount(1)

Payment Received

Payment Paid

Value

Upfront Premium Received/
(Paid)(3)

Unrealized Appreciation/(Depreciation)

LCH

Sep. 2020

$ 35,400,000

3-month LIBOR

2.25%

$ (657,215)

$ 0

$ (657,215)

LCH

Sep. 2025

20,500,000

3-month LIBOR

2.75%

(686,088)

0

(686,088)

LCH

Sep. 2045

8,700,000

3-month LIBOR

3%

(543,452)

0

(543,452)

TOTAL INTEREST RATE SWAPS

$ (1,886,755)

$ 0

$ (1,886,755)

(1) Notional amount is stated in U.S. dollars unless otherwise noted.

 

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

 

(3) 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

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

Legend

(a) Non-income producing

(b) 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.

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

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

(e) Amount is stated in United States dollars unless otherwise noted.

(f) 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.

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

(h) 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 $2,370,236,323 or 11.7% of net assets.

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

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

(k) 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 $873,986.

(l) 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 $3,713,112.

(m) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $182,501.

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

(o) 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.

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

(q) 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.

(r) 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.

(s) The coupon rate will be determined upon settlement of the loan after period end.

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

Repurchase Agreement / Counterparty

Value

$110,825,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 110,825,000

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

Fidelity Cash Central Fund

$ 913,060

Fidelity Floating Rate Central Fund

17,840,584

Fidelity Mortgage Backed Securities Central Fund

4,263,089

Total

$ 23,016,733

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

Value,
beginning of period

Purchases

Sales
Proceeds
*

Value,
end of
period

% ownership, end of
period

Fidelity Floating Rate Central Fund

$ 440,816,855

$ 589,842,295

$ 1,013,143,899

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

2,130,357,633

-

2,121,313,208

-

0.0%

Total

$ 2,571,174,488

$ 589,842,295

$ 3,134,457,107

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 846,728

$ 846,728

$ -

$ -

Financials

12,705,468

12,459,374

246,094

-

Materials

2,680,932

2,680,932

-

-

Telecommunication Services

451,792

317,384

-

134,408

Corporate Bonds

8,951,784,547

-

8,951,772,409

12,138

U.S. Government and Government Agency Obligations

3,844,418,792

-

3,844,418,792

-

U.S. Government Agency - Mortgage Securities

2,844,544,800

-

2,844,544,800

-

Asset-Backed Securities

153,200,820

-

149,424,222

3,776,598

Collateralized Mortgage Obligations

594,721,855

-

594,721,855

-

Commercial Mortgage Securities

1,364,361,739

-

1,363,122,289

1,239,450

Municipal Securities

307,210,465

-

307,210,465

-

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Foreign Government and Government Agency Obligations

$ 224,958,802

$ -

$ 223,345,807

$ 1,612,995

Supranational Obligations

74,655

-

74,655

-

Bank Loan Obligations

1,068,944,862

-

1,057,929,638

11,015,224

Sovereign Loan Participations

2,001,821

-

-

2,001,821

Bank Notes

245,288,773

-

245,288,773

-

Preferred Securities

163,312,462

-

163,312,462

-

Money Market Funds

1,185,530,172

1,185,530,172

-

-

Cash Equivalents

110,825,000

-

110,825,000

-

Purchased Swaptions

206,315

-

206,315

-

Total Investments in Securities:

$ 21,078,070,800

$ 1,201,834,590

$ 19,856,443,576

$ 19,792,634

Other Derivative
Instruments:

Assets

Foreign Currency Contracts

$ 913,245

$ -

$ 913,245

$ -

Futures Contracts

335,082

335,082

-

-

Swaps

498,759

-

498,759

-

Total Assets

$ 1,747,086

$ 335,082

$ 1,412,004

$ -

Liabilities

Foreign Currency Contracts

$ (972,626)

$ -

$ (972,626)

$ -

Futures Contracts

(549,814)

(549,814)

-

-

Swaps

(2,243,054)

-

(2,243,054)

-

Total Liabilities

$ (3,765,494)

$ (549,814)

$ (3,215,680)

$ -

Total Other Derivative Instruments:

$ (2,018,408)

$ (214,732)

$ (1,803,676)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (404,720,731)

$ -

$ (404,720,731)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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

Credit Risk

Purchased Swaptions (c)

$ 206,315

$ -

Swaps (d)

498,759

(356,299)

Total Credit Risk

705,074

(356,299)

Foreign Exchange Risk

Foreign Currency Contracts (a)

913,245

(972,626)

Interest Rate Risk

Futures Contracts (b)

335,082

(549,814)

Swaps (d)

-

(1,886,755)

Total Interest Rate Risk

335,082

(2,436,569)

Total Value of Derivatives

$ 1,953,401

$ (3,765,494)

(a) Gross value is presented in the Statement of Assets and Liabilities in the unrealized appreciation/depreciation on foreign currency contracts line-items.

(b) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

(c) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

(d) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items. For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. For centrally cleared OTC swaps, only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

88.6%

United Kingdom

2.6%

Mexico

1.8%

Luxembourg

1.2%

Others (Individually Less Than 1%)

5.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

 

August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $108,651,950 and repurchase agreements of $110,825,000) - See accompanying schedule:

Unaffiliated issuers (cost $19,945,596,868)

$ 19,892,540,628

 

Fidelity Central Funds (cost $1,185,530,172)

1,185,530,172

 

Total Investments (cost $21,131,127,040)

 

$ 21,078,070,800

Cash

 

4,601,208

Foreign currency held at value (cost $1,296,971)

1,290,124

Receivable for investments sold

153,384,612

Receivable for TBA sale commitments

 

404,373,664

Unrealized appreciation on foreign currency contracts

913,245

Receivable for fund shares sold

27,302,194

Dividends receivable

242,549

Interest receivable

158,024,967

Distributions receivable from Fidelity Central Funds

188,651

Bi-lateral OTC swaps, at value

498,759

Other receivables

112,232

Total assets

21,829,003,005

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 68,454,513

 

Delayed delivery

790,446,815

TBA sale commitments, at value

404,720,731

Unrealized depreciation on foreign currency contracts

972,626

Payable for fund shares redeemed

173,044,860

Distributions payable

2,134,426

Bi-lateral OTC swaps, at value

356,299

Accrued management fee

5,298,334

Distribution and service plan fees payable

313,760

Payable for daily variation margin for derivative instruments

17,256

Other affiliated payables

2,448,328

Other payables and accrued expenses

352,674

Collateral on securities loaned, at value

110,825,000

Total liabilities

1,559,385,622

 

 

 

Net Assets

$ 20,269,617,383

Net Assets consist of:

 

Paid in capital

$ 20,225,298,052

Undistributed net investment income

36,361,125

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

63,760,134

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

(55,801,928)

Net Assets

$ 20,269,617,383

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($852,242,899 ÷ 80,933,467 shares)

$ 10.53

 

 

 

Maximum offering price per share (100/96.00 of $10.53)

$ 10.97

Class T:

Net Asset Value and redemption price per share ($101,673,134 ÷ 9,671,869 shares)

$ 10.51

 

 

 

Maximum offering price per share (100/96.00 of $10.51)

$ 10.95

Class B:

Net Asset Value and offering price per share ($3,305,036 ÷ 313,709 shares)A

$ 10.54

 

 

 

Class C:

Net Asset Value and offering price per share ($139,264,398 ÷ 13,223,547 shares)A

$ 10.53

 

 

 

Total Bond:

Net Asset Value, offering price and redemption price per share ($17,359,293,916 ÷ 1,648,977,386 shares)

$ 10.53

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($1,266,870,294 ÷ 120,521,809 shares)

$ 10.51

 

 

 

Class Z:

Net Asset Value, offering price and redemption price per share ($546,967,706 ÷ 52,032,071 shares)

$ 10.51

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

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

Annual Report

Statement of Operations

 

Year ended August 31, 2015

 

 

 

Investment Income

 

 

Dividends

 

$ 6,479,130

Interest

 

612,468,413

Income from Fidelity Central Funds

 

23,016,733

Total income

 

641,964,276

 

 

 

Expenses

Management fee

$ 57,874,540

Transfer agent fees

19,640,595

Distribution and service plan fees

3,324,779

Fund wide operations fee

7,291,490

Independent trustees' compensation

75,099

Miscellaneous

43,573

Total expenses before reductions

88,250,076

Expense reductions

(7,127)

88,242,949

Net investment income (loss)

553,721,327

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

128,436,511

Fidelity Central Funds

206,487,401

 

Foreign currency transactions

20,043,666

Futures contracts

1,751,878

Swaps

(3,476,434)

 

Total net realized gain (loss)

 

353,243,022

Change in net unrealized appreciation (depreciation) on:

Investment securities

(775,667,108)

Assets and liabilities in foreign currencies

(5,291,385)

Futures contracts

(421,238)

Swaps

(1,389,874)

Delayed delivery commitments

206,650

 

Total change in net unrealized appreciation (depreciation)

 

(782,562,955)

Net gain (loss)

(429,319,933)

Net increase (decrease) in net assets resulting from operations

$ 124,401,394

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 553,721,327

$ 415,512,458

Net realized gain (loss)

353,243,022

77,368,067

Change in net unrealized appreciation (depreciation)

(782,562,955)

416,914,720

Net increase (decrease) in net assets resulting from operations

124,401,394

909,795,245

Distributions to shareholders from net investment income

(523,227,512)

(392,171,286)

Distributions to shareholders from net realized gain

(52,368,873)

(128,031,263)

Total distributions

(575,596,385)

(520,202,549)

Share transactions - net increase (decrease)

4,814,116,048

3,089,248,773

Total increase (decrease) in net assets

4,362,921,057

3,478,841,469

 

 

 

Net Assets

Beginning of period

15,906,696,326

12,427,854,857

End of period (including undistributed net investment income of $36,361,125 and undistributed net investment income of $23,414,948, respectively)

$ 20,269,617,383

$ 15,906,696,326

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .287

  .292

  .263

  .322

  .381

Net realized and unrealized gain (loss)

  (.224)

  .382

  (.468)

  .438

  .187

Total from investment operations

  .063

  .674

  (.205)

  .760

  .568

Distributions from net investment income

  (.270)

  (.275)

  (.250)

  (.335)

  (.367)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.303)

  (.384)

  (.605)

  (.510)

  (.578)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  .58%

  6.56%

  (1.94)%

  7.11%

  5.35%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of fee waivers, if any

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of all reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Net investment income (loss)

  2.69%

  2.76%

  2.41%

  2.92%

  3.50%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 852,243

$ 639,235

$ 517,259

$ 643,995

$ 1,225,165

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.28

$ 11.03

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .285

  .290

  .265

  .328

  .386

Net realized and unrealized gain (loss)

  (.234)

  .392

  (.477)

  .433

  .186

Total from investment operations

  .051

  .682

  (.212)

  .761

  .572

Distributions from net investment income

  (.268)

  (.273)

  (.253)

  (.336)

  (.371)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.301)

  (.382)

  (.608)

  (.511)

  (.582)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.28

$ 11.03

Total ReturnA, B

  .47%

  6.65%

  (2.01)%

  7.14%

  5.39%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of fee waivers, if any

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of all reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Net investment income (loss)

  2.67%

  2.74%

  2.44%

  2.97%

  3.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 101,673

$ 57,972

$ 52,848

$ 59,896

$ 60,500

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 10.48

$ 11.29

$ 11.04

$ 11.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .213

  .217

  .189

  .247

  .307

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.469)

  .434

  .177

Total from investment operations

  (.011)

  .609

  (.280)

  .681

  .484

Distributions from net investment income

  (.196)

  (.200)

  (.175)

  (.256)

  (.293)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.229)

  (.309)

  (.530)

  (.431)

  (.504)

Net asset value, end of period

$ 10.54

$ 10.78

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.12)%

  5.91%

  (2.61)%

  6.36%

  4.54%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of fee waivers, if any

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of all reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Net investment income (loss)

  1.99%

  2.04%

  1.73%

  2.24%

  2.82%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,305

$ 4,460

$ 7,112

$ 11,515

$ 9,225

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .205

  .211

  .185

  .246

  .308

Net realized and unrealized gain (loss)

  (.225)

  .382

  (.469)

  .434

  .187

Total from investment operations

  (.020)

  .593

  (.284)

  .680

  .495

Distributions from net investment income

  (.187)

  (.194)

  (.171)

  (.255)

  (.294)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.220)

  (.303)

  (.526)

  (.430)

  (.505)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.20)%

  5.75%

  (2.65)%

  6.34%

  4.65%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of fee waivers, if any

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of all reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Net investment income (loss)

  1.92%

  1.99%

  1.69%

  2.23%

  2.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 139,264

$ 83,818

$ 79,711

$ 102,385

$ 63,867

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.47

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .320

  .326

  .300

  .363

  .423

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.478)

  .434

  .187

Total from investment operations

  .096

  .718

  (.178)

  .797

  .610

Distributions from net investment income

  (.303)

  (.309)

  (.287)

  (.372)

  (.409)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.336)

  (.418)

  (.642)

  (.547)

  (.620)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.47

$ 11.29

$ 11.04

Total ReturnA

  .88%

  7.00%

  (1.70)%

  7.48%

  5.76%

Ratios to Average Net AssetsC, E

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Net investment income (loss)

  2.99%

  3.07%

  2.75%

  3.29%

  3.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,359,294

$ 14,547,801

$ 11,526,014

$ 13,963,154

$ 11,418,458

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.27

$ 11.02

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .313

  .319

  .295

  .353

  .413

Net realized and unrealized gain (loss)

  (.233)

  .393

  (.469)

  .435

  .178

Total from investment operations

  .080

  .712

  (.174)

  .788

  .591

Distributions from net investment income

  (.297)

  (.303)

  (.281)

  (.363)

  (.400)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.330)

  (.412)

  (.636)

  (.538)

  (.611)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.27

$ 11.02

Total ReturnA

  .73%

  6.95%

  (1.67)%

  7.40%

  5.58%

Ratios to Average Net AssetsC, E

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Net investment income (loss)

  2.94%

  3.02%

  2.69%

  3.20%

  3.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,266,870

$ 573,410

$ 244,911

$ 596,238

$ 531,451

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class Z

Year ended August 31,

2015 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.66

Income from Investment Operations

 

Net investment income (loss)D

  .234

Net realized and unrealized gain (loss)

  (.167)

Total from investment operations

  .067

Distributions from net investment income

  (.217)

Net asset value, end of period

$ 10.51

Total ReturnB, C

  .59%

Ratios to Average Net AssetsE, H

 

Expenses before reductions

  .36%A

Expenses net of fee waivers, if any

  .36%A

Expenses net of all reductions

  .36%A

Net investment income (loss)

  3.29%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 546,968

Portfolio turnover rateF

  140%I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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 ranged from less than .005%.

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

G For the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

1. Organization.

Fidelity Total Bond Fund (the Fund) is a fund of Fidelity Income Fund (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 commenced sale of Class Z shares on December 22, 2014. The Fund offers Class A, Class T, Class C, Total Bond, Class I (formerly Institutional Class) and Class Z shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 .01%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

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Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

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

 

Less than .005%

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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 fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance

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3. Significant Accounting Policies - continued

Investment Valuation - continued

with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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 notes, bank loan obligations, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, 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. Asset backed securities, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 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.

The U.S. dollar value of foreign currency contracts is determined using currency exchange rates supplied by a pricing service and are categorized as Level 2 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. 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.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Realized gains and losses on foreign currency transactions arise from the disposition of foreign currency, closed foreign currency contracts, realized changes in the value of foreign currency between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Unrealized gains and losses on assets and liabilities in foreign currencies arise from changes in the value of foreign currency including foreign currency contracts, and from assets and liabilities denominated in foreign currencies, other than investments, which are held at period end.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 August 31, 2015, 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to future contracts, swaps, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales 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

$ 345,834,958

Gross unrealized depreciation

(409,484,462)

Net unrealized appreciation (depreciation) on securities

$ (63,649,504)

Tax Cost

$ 21,141,720,304

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

Undistributed ordinary income

$ 46,977,149

Undistributed long-term capital gain

$ 64,917,805

Net unrealized appreciation (depreciation) on securities and other investments

$ (67,484,185)

At period end, the Fund was required to defer approximately $1,162,429 of losses on futures contracts.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 565,758,842

$ 392,171,286

Long-term Capital Gains

9,837,543

128,031,263

Total

$ 575,596,385

$ 520,202,549

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

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. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Annual Report

Notes to Financial Statements - continued

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, foreign currency contracts, options 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, to facilitate transactions in foreign-denominated securities 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 risks:

Credit Risk

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

Foreign Exchange Risk

Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates.

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as foreign currency contracts, options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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)

Credit Risk

 

 

Purchased Options

$ 170,483

63,753

Swaps

(135,206)

128,070

Total Credit Risk

35,277

191,823

Foreign Exchange Risk

 

 

Foreign Currency Contracts

20,954,439

(5,376,167)

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives - continued

Primary Risk Exposure / Derivative Type

Net Realized Gain
(Loss)

Change in Net
Unrealized Appreciation
(Depreciation)

Interest Rate Risk

 

 

Futures Contracts

$ 1,751,878

(421,238)

Swaps

(3,341,228)

(1,517,944)

Total Interest Rate Risk

(1,589,350)

(1,939,182)

TotalsA

$ 19,400,366

$ (7,123,526)

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

Foreign Currency Contracts. Foreign currency contracts represent obligations to purchase or sell foreign currency on a specified future date at a price fixed at the time the contracts are entered into. The Fund used foreign currency contracts to facilitate transactions in foreign-denominated securities and to manage exposure to certain foreign currencies.

Foreign currency contracts are valued daily and fluctuations in exchange rates on open contracts are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the closing value and the value at the time it was opened. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on foreign currency contracts during the period is included in the Statement of Operations as part of net realized gain (loss) on foreign currency transactions and change in unrealized gain (loss) on assets and liabilities in foreign currencies, respectively.

Any open foreign currency contracts at period end are presented in the Schedule of Investments under the caption "Foreign Currency Contracts." The contract amount and unrealized appreciation (depreciation) reflects each contract's exposure to the underlying currency at period end.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to potential credit events.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fundwill realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Options - continued

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. 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.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

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.

Annual Report

4. Derivative Instruments - continued

Swaps - continued

For both bi-lateral and centrally cleared OTC swaps, 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.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Credit Default Swaps - continued

reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

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, in-kind transactions and U.S. government securities, aggregated $7,860,792,369 and $2,304,473,823, 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 .20% 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 .31% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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%

$ 1,905,468

$ 92,792

Class T

-%

.25%

199,114

263

Class B

.65%

.25%

35,423

25,610

Class C

.75%

.25%

1,184,774

414,221

 

 

 

$ 3,324,779

$ 532,886

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, .75% 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

$ 110,705

Class T

18,730

Class B*

3,938

Class C*

29,613

 

$ 162,986

* 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 each respective class of the Fund, with the exception of Total Bond. FIIOC receives an asset-based fee of .10% of Total Bond's average net assets. FIIOC pays

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 1,171,236

.15

Class T

135,484

.17

Class B

8,031

.20

Class C

207,015

.17

Total Bond

16,555,477

.10

Class I

1,553,662

.15

Class Z

9,690

.01*

 

$ 19,640,595

 

* Annualized

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

Exchanges In-Kind. During the period, the Fund redeemed in-kind all of its shares of Fidelity Floating Rate Central Fund and Fidelity Mortgage-Backed Securities Central Fund in exchange for cash and investments, including accrued interest totaling $3,134,457,108. Net realized gain (loss) of $206,487,401 on the redemptions of the Fidelity Floating Rate Central Fund and Fidelity Mortgage Backed Securities Central Fund shares is included in the accompanying Statement of Operations as "Realized gain (loss) on Fidelity Central Funds." The transaction generally did not result in the recognition of gains or losses for federal income tax purposes.

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

Annual Report

7. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25,772 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. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 interest income. Total security lending income during the period amounted to $979,154.

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 $185 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,942.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class A

$ 19,261,143

$ 13,954,534

Class T

1,998,555

1,278,101

Class B

71,894

98,704

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders - continued

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class C

$ 2,070,818

$ 1,370,977

Total Bond

468,456,666

365,495,794

Class I

28,443,167

9,973,176

Class Z

2,925,269

-

Total

$ 523,227,512

$ 392,171,286

From net realized gain

 

 

Class A

$ 2,146,775

$ 5,373,525

Class T

193,116

488,998

Class B

13,138

67,567

Class C

303,573

778,077

Total Bond

47,388,889

118,942,382

Class I

2,323,382

2,380,714

Total

$ 52,368,873

$ 128,031,263

A Distributions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

11. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class A

 

 

 

 

Shares sold

46,571,257

26,077,273

$ 499,377,221

$ 277,129,495

Reinvestment of distributions

1,930,629

1,748,624

20,670,065

18,500,215

Shares redeemed

(26,903,901)

(17,864,267)

(288,269,536)

(188,866,328)

Net increase (decrease)

21,597,985

9,961,630

$ 231,777,750

$ 106,763,382

Class T

 

 

 

 

Shares sold

6,974,914

2,788,455

$ 74,605,782

$ 29,566,996

Reinvestment of distributions

199,988

156,306

2,136,905

1,651,554

Shares redeemed

(2,893,126)

(2,607,297)

(30,963,185)

(27,459,813)

Net increase (decrease)

4,281,776

337,464

$ 45,779,502

$ 3,758,737

Class B

 

 

 

 

Shares sold

54,717

54,926

$ 586,026

$ 586,880

Reinvestment of distributions

6,657

13,145

71,357

138,775

Shares redeemed

(161,541)

(332,831)

(1,731,933)

(3,513,622)

Net increase (decrease)

(100,167)

(264,760)

$ (1,074,550)

$ (2,787,967)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class C

 

 

 

 

Shares sold

8,235,348

3,017,051

$ 88,316,556

$ 32,060,704

Reinvestment of distributions

196,619

175,726

2,104,956

1,856,402

Shares redeemed

(2,989,581)

(3,020,982)

(31,990,728)

(31,912,884)

Net increase (decrease)

5,442,386

171,795

$ 58,430,784

$ 2,004,222

Total Bond

 

 

 

 

Shares sold

1,119,099,210

472,537,567

$ 12,023,173,893

$ 5,013,051,437

Reinvestment of distributions

46,138,120

43,741,412

493,997,692

463,024,654

Shares redeemed

(866,846,007)

(266,060,657)

(9,307,894,830)

(2,814,029,450)

Net increase (decrease)

298,391,323

250,218,322

$ 3,209,276,755

$ 2,662,046,641

Class I

 

 

 

 

Shares sold

96,458,549

37,515,573

$ 1,031,052,872

$ 397,915,160

Reinvestment of distributions

2,698,883

1,097,010

28,838,468

11,632,287

Shares redeemed

(31,950,235)

(8,713,037)

(340,167,664)

(92,083,689)

Net increase (decrease)

67,207,197

29,899,546

$ 719,723,676

$ 317,463,758

Class Z

 

 

 

 

Shares sold

56,087,638

-

$ 592,975,149

$ -

Reinvestment of distributions

276,639

-

2,920,079

-

Shares redeemed

(4,332,206)

-

(45,693,097)

-

Net increase (decrease)

52,032,071

-

$ 550,202,131

$ -

A Share transactions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015

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.

At the end of the period, Strategic Advisers Core Income Fund was the owner of record of approximately 24% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 25% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by commercial and residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Total Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Bond Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 23, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversee 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

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

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

Trustees and Officers - continued

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

+ The information above 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 each fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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

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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor Total Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class A

10/12/15

10/09/15

$0.059

Class T

10/12/15

10/09/15

$0.059

Class B

10/12/15

10/09/15

$0.059

Class C

10/12/15

10/09/15

$0.059

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015 $74,755,347, or, if subsequently determined to be different, the net capital gain of such year.

A total of 12.07% 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 $322,364,085 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co. Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Investments
Money Management, Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

ATB-UANN-1015
1.804574.111
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

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

Total Bond

Fund - Class I
(formerly Institutional Class)

Annual Report

August 31, 2015

(Fidelity Cover Art)

Class I is a class of Fidelity® Total Bond Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

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. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

  Class I

0.73%

3.73%

4.81%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Bond Fund - Class I on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period.

tbi1923404

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from Lead Portfolio Manager Ford O'Neil: For the year, the fund's share classes (excluding sales charges, if applicable) lagged the Barclays Aggregate index. I continued to take the investment approach I've used since I began managing the fund in 2004, because I think it is the best way to achieve my goal of beating our primary benchmark over longer periods of time. I have ultimate authority and accountability for asset allocations decisions, as well as for securities selection in the investment-grade portion of the fund. I also tap the best ideas of Fidelity's fixed-income specialists. Since we don't chase yield, we believe it's important to fully understand the risk/return profile of each of our investments to ensure we're assuming a reasonable trade-off by owning them. Sector selection detracted most from relative performance, especially underweighting comparatively strong U.S. Treasuries and overweighting the lagging high-yield corporate, emerging-markets debt and investment-grade credit sectors. Conversely, good picks among both high-yield and investment-grade corporate securities was a plus, as was yield-curve positioning. However, security selection among government-related bonds hurt, particularly holdings in taxable municipal bonds issued by Illinois and Chicago.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B 

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015
to August 31, 2015

Class A

.75%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 3.76

Hypothetical A

 

$ 1,000.00

$ 1,021.42

$ 3.82

Class T

.77%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ 3.86

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class B

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 984.90

$ 7.20

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 983.60

$ 7.55

Hypothetical A

 

$ 1,000.00

$ 1,017.59

$ 7.68

Total Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 989.80

$ 2.26

Hypothetical A

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 988.60

$ 2.51

Hypothetical A

 

$ 1,000.00

$ 1,022.68

$ 2.55

Class Z

.36%

 

 

 

Actual

 

$ 1,000.00

$ 989.30

$ 1.81

Hypothetical A

 

$ 1,000.00

$ 1,023.39

$ 1.84

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2015

As of February 28, 2015

tbi1923406

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbi1923408

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbi1923410

AAA 3.1%

 

tbi1923412

AAA 3.9%

 

tbi1923414

AA 2.3%

 

tbi1923416

AA 2.1%

 

tbi1923418

A 13.0%

 

tbi1923420

A 9.4%

 

tbi1923422

BBB 25.4%

 

tbi1923424

BBB 22.7%

 

tbi1923426

BB and Below 16.8%

 

tbi1923428

BB and Below 15.7%

 

tbi1923430

Not Rated 1.4%

 

tbi1923432

Not Rated 1.3%

 

tbi1923434

Equities 0.1%

 

tbi1923436

Equities 0.1%

 

tbi1923438

Short-Term
Investments and
Net Other Assets 4.5%

 

tbi1923440

Short-Term
Investments and
Net Other Assets 0.8%

 

tbi1923442

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.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

7.8

7.4

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.4

5.1

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

tbi1923444

Corporate Bonds 44.2%

 

tbi1923446

Corporate Bonds 37.7%

 

tbi1923448

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbi1923450

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbi1923452

Asset-Backed
Securities 0.8%

 

tbi1923454

Asset-Backed
Securities 1.1%

 

tbi1923456

CMOs and Other Mortgage Related
Securities 7.1%

 

tbi1923458

CMOs and Other Mortgage Related
Securities 7.2%

 

tbi1923460

Municipal Bonds 1.5%

 

tbi1923462

Municipal Bonds 1.5%

 

tbi1923464

Stocks 0.1%

 

tbi1923466

Stocks 0.3%

 

tbi1923468

Other Investments 8.4%

 

tbi1923470

Other Investments 7.4%

 

tbi1923472

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.5%

 

tbi1923474

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

tbi1923476

* Foreign investments

11.4%

 

** Foreign investments

10.2%

 

* Futures and Swaps

(0.3)%

 

** Futures and Swaps

(0.2)%

 

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

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 advisor.fidelity.com, as applicable.

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 44.2%

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - 4.8%

Auto Components - 0.0%

J.B. Poindexter & Co., Inc. 9% 4/1/22 (h)

$ 3,045,000

$ 3,303,825

Tenedora Nemak SA de CV 5.5% 2/28/23 (h)

1,940,000

1,935,150

Tupy Overseas SA 6.625% 7/17/24 (h)

530,000

501,513

 

5,740,488

Automobiles - 1.2%

Daimler Finance North America LLC 1.45% 8/1/16 (h)

7,526,000

7,547,035

General Motors Co.:

3.5% 10/2/18

9,215,000

9,344,563

5.2% 4/1/45

4,250,000

3,990,278

6.25% 10/2/43

1,543,000

1,651,376

General Motors Financial Co., Inc.:

2.4% 4/10/18

40,000,000

39,523,760

2.625% 7/10/17

2,955,000

2,980,310

3% 9/25/17

6,726,000

6,757,955

3.15% 1/15/20

27,252,000

26,908,053

3.2% 7/13/20

20,200,000

19,930,209

3.25% 5/15/18

4,810,000

4,836,893

3.5% 7/10/19

10,761,000

10,844,064

4% 1/15/25

18,085,000

17,106,113

4.25% 5/15/23

5,420,000

5,325,670

4.375% 9/25/21

47,963,000

48,394,763

4.75% 8/15/17

5,050,000

5,236,244

Volkswagen Group of America Finance LLC 2.45% 11/20/19 (h)

33,222,000

33,219,907

 

243,597,193

Diversified Consumer Services - 0.1%

Ingersoll-Rand Global Holding Co. Ltd.:

2.875% 1/15/19

1,206,000

1,220,062

4.25% 6/15/23

8,466,000

8,681,705

 

9,901,767

Hotels, Restaurants & Leisure - 0.4%

24 Hour Holdings III LLC 8% 6/1/22 (h)

5,650,000

4,491,750

Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22

2,165,000

1,813,188

Eldorado Resorts, Inc. 7% 8/1/23 (h)

1,060,000

1,052,050

ESH Hospitality, Inc. 5.25% 5/1/25 (h)

1,100,000

1,067,000

FelCor Lodging LP 5.625% 3/1/23

135,000

139,050

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (h)

5,000,000

5,137,500

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

InterContinental Hotel Group PLC 3.75% 8/14/25
(Reg. S)

GBP

1,650,000

$ 2,493,392

LTF Merger Sub, Inc. 8.5% 6/15/23 (h)

4,070,000

3,968,250

MCE Finance Ltd. 5% 2/15/21 (h)

10,530,000

9,634,950

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20

2,790,000

2,755,125

RHP Hotel Properties LP/RHP Finance Corp. 5% 4/15/23 (h)

540,000

534,600

Scientific Games Corp.:

6.625% 5/15/21

9,310,000

6,889,400

7% 1/1/22 (h)

7,445,000

7,612,513

10% 12/1/22

10,060,000

9,230,050

Speedway Motorsports, Inc. 5.125% 2/1/23

3,315,000

3,281,850

Times Square Hotel Trust 8.528% 8/1/26 (h)

740,700

897,563

Whitbread PLC 3.375% 10/16/25 (Reg. S)

GBP

1,500,000

2,275,947

Wynn Macau Ltd. 5.25% 10/15/21 (h)

14,650,000

13,441,375

 

76,715,553

Household Durables - 0.2%

Meritage Homes Corp. 6% 6/1/25

1,905,000

1,920,469

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

2,935,000

3,026,719

8.25% 2/15/21 (n)

3,885,000

3,996,694

Standard Pacific Corp. 5.875% 11/15/24

1,775,000

1,819,375

Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (h)

1,495,000

1,498,738

TRI Pointe Homes, Inc.:

4.375% 6/15/19

570,000

565,013

5.875% 6/15/24

415,000

408,775

William Lyon Homes, Inc.:

5.75% 4/15/19

5,935,000

5,990,611

7% 8/15/22

10,230,000

10,562,475

 

29,788,869

Internet & Catalog Retail - 0.0%

Zayo Group LLC/Zayo Capital, Inc. 6.375% 5/15/25 (h)

5,000,000

4,950,000

Media - 2.8%

21st Century Fox America, Inc.:

6.15% 3/1/37

4,759,000

5,280,039

6.15% 2/15/41

11,572,000

13,012,240

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

21st Century Fox America, Inc.: - continued

7.75% 12/1/45

$ 3,932,000

$ 5,328,352

Altice SA:

5.375% 7/15/23 (h)

2,560,000

2,534,400

7.625% 2/15/25 (h)

9,805,000

9,314,750

7.75% 5/15/22 (h)

20,575,000

20,060,625

7.75% 7/15/25 (h)

1,795,000

1,718,713

7.75% 7/15/25 (h)

1,610,000

1,569,750

AOL Time Warner, Inc. 7.625% 4/15/31

500,000

625,349

CCO Holdings LLC/CCO Holdings Capital Corp.:

5.125% 2/15/23

1,130,000

1,127,175

5.125% 5/1/23 (h)

4,370,000

4,370,000

5.875% 5/1/27 (h)

7,115,000

6,972,700

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

4.464% 7/23/22 (h)

20,419,000

20,310,555

4.908% 7/23/25 (h)

20,419,000

20,278,885

6.484% 10/23/45 (h)

20,419,000

20,709,195

Clear Channel Communications, Inc.:

5.5% 12/15/16

8,985,000

8,490,825

6.875% 6/15/18

2,270,000

1,974,900

9% 12/15/19

9,000,000

8,471,250

10% 1/15/18

4,260,000

3,093,825

Cogeco Cable, Inc. 4.875% 5/1/20 (h)

2,335,000

2,383,218

Columbus International, Inc. 7.375% 3/30/21 (h)

11,476,000

12,078,490

Comcast Corp.:

3.6% 3/1/24

24,000,000

24,468,240

4.6% 8/15/45

33,362,000

33,903,599

4.95% 6/15/16

2,344,000

2,420,841

6.45% 3/15/37

2,196,000

2,728,947

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 5.875% 10/1/19

5,944,000

6,647,550

Discovery Communications LLC:

3.25% 4/1/23

1,789,000

1,665,985

6.35% 6/1/40

6,392,000

6,613,681

DISH DBS Corp. 5.875% 11/15/24

6,760,000

6,160,050

Globo Comunicacao e Participacoes SA:

4.843% 6/8/25 (h)

850,000

798,745

4.875% 4/11/22 (h)

565,000

572,063

iHeartCommunications, Inc. 10.625% 3/15/23

2,695,000

2,418,763

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21 (n)

$ 6,521,000

$ 7,173,100

MDC Partners, Inc. 6.75% 4/1/20 (h)

4,985,000

4,941,381

MHGE Parent LLC / MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (h)(n)

13,130,000

13,261,300

Midcontinent Communications & Midcontinent Finance Corp. 6.875% 8/15/23 (h)

4,530,000

4,563,975

Myriad International Holding BV 6% 7/18/20 (h)

515,000

551,299

NBCUniversal, Inc. 5.15% 4/30/20

11,614,000

13,007,912

Numericable Group SA:

4.875% 5/15/19 (h)

2,352,000

2,366,700

6% 5/15/22 (h)

5,000,000

5,000,000

6.25% 5/15/24 (h)

1,490,000

1,489,538

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (h)

1,460,000

1,543,950

Thomson Reuters Corp.:

1.3% 2/23/17

3,690,000

3,676,129

3.85% 9/29/24

11,394,000

11,200,929

Time Warner Cable, Inc.:

4% 9/1/21

20,277,000

20,384,549

4.5% 9/15/42

34,498,000

27,566,800

5.5% 9/1/41

12,973,000

11,685,585

5.85% 5/1/17

3,419,000

3,626,913

5.875% 11/15/40

16,544,000

15,610,786

6.55% 5/1/37

38,302,000

38,463,749

6.75% 7/1/18

13,763,000

15,246,927

7.3% 7/1/38

23,728,000

25,119,434

8.25% 4/1/19

24,391,000

28,489,859

Time Warner, Inc.:

3.6% 7/15/25

6,406,000

6,192,514

6.2% 3/15/40

11,792,000

13,150,391

6.5% 11/15/36

9,243,000

10,649,480

TV Azteca SA de CV 7.5% 5/25/18 (Reg. S)

2,250,000

2,126,250

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5% 1/15/25 (h)

2,750,000

2,688,125

Univision Communications, Inc.:

5.125% 5/15/23 (h)

3,000,000

2,955,000

5.125% 2/15/25 (h)

2,805,000

2,720,850

Viacom, Inc. 2.5% 9/1/18

1,478,000

1,468,913

VTR Finance BV 6.875% 1/15/24 (h)

1,730,000

1,704,050

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Wave Holdco LLC/Wave Holdco Corp. 9% 7/15/19 pay-in-kind (h)(n)

$ 215,000

$ 210,378

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (h)

3,025,000

2,994,750

WMG Acquisition Corp.:

6% 1/15/21 (h)

1,585,000

1,616,700

6.75% 4/15/22 (h)

3,265,000

3,118,075

 

564,669,991

Multiline Retail - 0.1%

Family Tree Escrow LLC 5.75% 3/1/23 (h)

2,240,000

2,346,400

JC Penney Corp., Inc.:

5.65% 6/1/20

12,290,000

11,245,350

7.4% 4/1/37

8,835,000

7,001,738

8.125% 10/1/19

6,040,000

6,130,600

 

26,724,088

Specialty Retail - 0.0%

Hot Topic, Inc. 9.25% 6/15/21 (h)

4,395,000

4,438,950

Textiles, Apparel & Luxury Goods - 0.0%

Polymer Group, Inc. 6.875% 6/1/19 (h)

1,600,000

1,624,000

TOTAL CONSUMER DISCRETIONARY

968,150,899

CONSUMER STAPLES - 2.4%

Beverages - 0.3%

Constellation Brands, Inc.:

3.875% 11/15/19

2,360,000

2,421,950

4.25% 5/1/23

5,205,000

5,236,230

6% 5/1/22

23,545,000

25,958,363

Heineken NV:

1.4% 10/1/17 (h)

7,323,000

7,297,465

2.75% 4/1/23 (h)

7,651,000

7,322,734

JB y Co. SA de CV 3.75% 5/13/25 (h)

565,000

544,623

SABMiller Holdings, Inc. 3.75% 1/15/22 (h)

10,217,000

10,515,674

 

59,297,039

Food & Staples Retailing - 0.6%

CVS Health Corp.:

1.9% 7/20/18

15,731,000

15,776,730

2.25% 12/5/18

8,524,000

8,602,242

2.8% 7/20/20

15,202,000

15,356,133

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

CVS Health Corp.: - continued

3.5% 7/20/22

$ 8,944,000

$ 9,137,351

4% 12/5/23

8,525,000

8,881,209

ESAL GmbH 6.25% 2/5/23 (h)

18,310,000

17,806,475

Minerva Luxmbourg SA:

7.75% 1/31/23 (h)

10,040,000

9,814,100

7.75% 1/31/23 (Reg. S)

1,030,000

1,006,825

SUPERVALU, Inc.:

6.75% 6/1/21

3,045,000

3,071,644

7.75% 11/15/22

1,300,000

1,345,500

Tesco PLC 5% 3/24/23

GBP

2,500,000

3,830,381

Tops Holding LLC / Tops Markets II Corp. 8% 6/15/22 (h)

5,155,000

5,129,225

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,756,000

3,760,045

2.7% 11/18/19

8,473,000

8,477,355

3.3% 11/18/21

10,050,000

9,945,229

3.8% 11/18/24

7,676,000

7,499,360

WM Morrison Supermarkets PLC 4.625% 12/8/23

GBP

750,000

1,160,877

 

130,600,681

Food Products - 0.2%

ConAgra Foods, Inc. 1.9% 1/25/18

4,611,000

4,578,239

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (h)

2,100,000

2,199,750

Gruma S.A.B. de CV 4.875% 12/1/24 (h)

625,000

656,875

JBS Investments GmbH:

7.25% 4/3/24 (h)

13,050,000

13,082,625

7.75% 10/28/20 (h)

6,470,000

6,900,255

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.75% 6/15/25 (h)

1,155,000

1,120,350

5.875% 7/15/24 (h)

6,410,000

6,385,963

7.25% 6/1/21 (h)

2,730,000

2,849,438

8.25% 2/1/20 (h)

1,510,000

1,591,163

Sigma Alimentos SA de CV 6.875% 12/16/19 (h)

575,000

642,563

 

40,007,221

Tobacco - 1.3%

Altria Group, Inc.:

2.85% 8/9/22

9,573,000

9,204,018

4% 1/31/24

6,408,000

6,508,266

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Tobacco - continued

Altria Group, Inc.: - continued

4.25% 8/9/42

$ 9,573,000

$ 8,553,849

4.75% 5/5/21

7,000,000

7,544,733

Imperial Tobacco Finance PLC:

2.05% 7/20/18 (h)

8,743,000

8,702,065

2.95% 7/21/20 (h)

20,000,000

19,854,640

3.75% 7/21/22 (h)

20,300,000

20,101,385

4.25% 7/21/25 (h)

22,467,000

22,263,179

Reynolds American, Inc.:

2.3% 6/12/18

7,358,000

7,402,692

3.25% 6/12/20

6,084,000

6,160,525

3.25% 11/1/22

7,368,000

7,164,687

4% 6/12/22

11,386,000

11,689,517

4.45% 6/12/25

24,787,000

25,442,542

4.75% 11/1/42

31,385,000

29,064,173

5.7% 8/15/35

4,237,000

4,488,326

5.85% 8/15/45

35,690,000

38,564,687

6.15% 9/15/43

4,511,000

4,938,611

6.75% 6/15/17

3,719,000

4,023,471

7.25% 6/15/37

5,056,000

6,079,754

Vector Group Ltd. 7.75% 2/15/21

6,480,000

6,894,720

 

254,645,840

TOTAL CONSUMER STAPLES

484,550,781

ENERGY - 6.3%

Energy Equipment & Services - 0.5%

DCP Midstream LLC:

4.75% 9/30/21 (h)

11,333,000

10,276,628

5.35% 3/15/20 (h)

8,816,000

8,566,895

5.85% 5/21/43 (h)(n)

6,758,000

5,169,870

El Paso Pipeline Partners Operating Co. LLC:

4.1% 11/15/15

10,806,000

10,860,225

5% 10/1/21

7,366,000

7,531,897

6.5% 4/1/20

738,000

819,197

Ensco PLC:

5.2% 3/15/25

7,885,000

7,046,241

5.75% 10/1/44

7,801,000

5,876,688

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

3,210,000

2,568,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Exterran Partners LP/EXLP Finance Corp.: - continued

6% 10/1/22

$ 995,000

$ 791,025

Forbes Energy Services Ltd. 9% 6/15/19

8,236,000

5,353,400

Forum Energy Technologies, Inc. 6.25% 10/1/21

3,005,000

2,704,500

Noble Holding International Ltd.:

4% 3/16/18

1,187,000

1,172,115

5.95% 4/1/25

7,570,000

6,675,294

6.95% 4/1/45

7,307,000

5,913,460

Pacific Drilling V Ltd. 7.25% 12/1/17 (h)

2,790,000

2,148,300

Petroliam Nasional Bhd (Petronas) 7.625% 10/15/26 (Reg. S)

920,000

1,195,579

State Oil Co. of Azerbaijan Republic 4.75% 3/13/23 (Reg. S)

1,175,000

1,051,463

Transocean, Inc.:

3% 10/15/17 (n)

1,000,000

920,000

5.55% 12/15/16 (n)

7,572,000

7,592,823

Unit Corp. 6.625% 5/15/21

2,350,000

2,023,938

 

96,257,538

Oil, Gas & Consumable Fuels - 5.8%

Afren PLC:

6.625% 12/9/20 (d)(h)

1,375,000

41,250

10.25% 4/8/19 (Reg. S) (d)

2,075,000

72,625

American Energy-Permian Basin LLC/ AEPB Finance Corp. 6.8037% 8/1/19 (h)(n)

4,328,000

2,293,840

Anadarko Petroleum Corp. 6.375% 9/15/17

19,790,000

21,411,414

Antero Resources Corp.:

5.125% 12/1/22

5,995,000

5,426,734

5.625% 6/1/23 (h)

1,360,000

1,237,600

Baytex Energy Corp.:

5.125% 6/1/21 (h)

1,065,000

907,380

5.625% 6/1/24 (h)

1,185,000

988,906

BP Capital Markets PLC:

1.674% 2/13/18

18,888,000

18,890,758

2.315% 2/13/20

37,777,000

37,728,230

3.535% 11/4/24

15,450,000

15,302,854

3.814% 2/10/24

11,032,000

11,085,847

4.5% 10/1/20

5,954,000

6,481,542

4.742% 3/11/21

8,800,000

9,631,090

California Resources Corp.:

5% 1/15/20

4,140,000

3,259,422

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

California Resources Corp.: - continued

5.5% 9/15/21

$ 2,195,000

$ 1,701,959

6% 11/15/24

495,000

367,043

Canadian Natural Resources Ltd.:

1.75% 1/15/18

6,049,000

5,964,719

3.9% 2/1/25

24,997,000

23,084,380

Carrizo Oil & Gas, Inc. 6.25% 4/15/23

2,975,000

2,677,500

Cenovus Energy, Inc. 5.7% 10/15/19

16,926,000

18,489,912

Chesapeake Energy Corp.:

4.875% 4/15/22

2,500,000

1,812,500

5.75% 3/15/23

2,970,000

2,214,165

6.125% 2/15/21

6,750,000

5,227,065

6.5% 8/15/17

1,280,000

1,222,669

Citgo Holding, Inc. 10.75% 2/15/20 (h)

1,350,000

1,333,125

Citgo Petroleum Corp. 6.25% 8/15/22 (h)

3,145,000

3,050,650

Columbia Pipeline Group, Inc.:

2.45% 6/1/18 (h)

3,149,000

3,140,495

3.3% 6/1/20 (h)

15,490,000

15,452,452

4.5% 6/1/25 (h)

4,707,000

4,486,628

5.8% 6/1/45 (h)

5,906,000

5,653,796

ConocoPhillips Co. 5.75% 2/1/19

2,930,000

3,275,371

CONSOL Energy, Inc.:

5.875% 4/15/22

4,935,000

3,528,525

8% 4/1/23 (h)

2,710,000

2,046,050

Consolidated Energy Finance SA 6.75% 10/15/19 (h)

9,367,000

9,248,039

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25% 4/1/23 (h)

685,000

619,925

DCP Midstream Operating LP:

2.5% 12/1/17

5,924,000

5,597,155

2.7% 4/1/19

14,993,000

13,182,625

3.875% 3/15/23

5,532,000

4,522,438

Denbury Resources, Inc. 5.5% 5/1/22

5,050,000

3,598,125

DTEK Finance PLC 7.875% 4/4/18 (Reg. S)

200,000

76,000

Duke Energy Field Services:

5.375% 10/15/15 (h)

1,524,000

1,525,829

6.45% 11/3/36 (h)

13,741,000

11,965,759

EDC Finance Ltd. 4.875% 4/17/20 (h)

3,670,000

3,073,625

El Paso Corp. 6.5% 9/15/20

16,140,000

17,808,585

El Paso Natural Gas Co. 5.95% 4/15/17

1,166,000

1,236,935

Empresa Nacional de Petroleo 4.375% 10/30/24 (h)

9,045,000

8,805,181

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Enable Midstream Partners LP:

2.4% 5/15/19 (h)

$ 4,028,000

$ 3,787,504

3.9% 5/15/24 (h)

4,249,000

3,731,136

Enbridge Energy Partners LP 4.2% 9/15/21

13,331,000

13,450,539

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (h)

11,735,000

10,974,689

Energy Transfer Equity LP 5.5% 6/1/27

2,210,000

2,055,300

Enterprise Products Operating LP:

2.55% 10/15/19

2,971,000

2,957,491

3.75% 2/15/25

9,982,000

9,535,156

EP Energy LLC/Everest Acquisition Finance, Inc.:

6.375% 6/15/23

4,845,000

4,118,250

7.75% 9/1/22

6,075,000

5,589,000

Everest Acquisition LLC/Everest Acquisition Finance, Inc. 9.375% 5/1/20

13,400,000

12,998,000

Genesis Energy LP/Genesis Energy Finance Corp. 6.75% 8/1/22

4,390,000

4,258,300

Georgian Oil & Gas Corp.:

6.875% 5/16/17 (h)

950,000

951,188

6.875% 5/16/17 (Reg. S)

200,000

200,250

Gibson Energy, Inc. 6.75% 7/15/21 (h)

1,935,000

1,881,788

Global Partners LP/GLP Finance Corp. 7% 6/15/23 (h)

4,995,000

4,645,350

Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)

221,000

228,967

Halcon Resources Corp. 8.625% 2/1/20 (h)

7,035,000

6,173,213

Hilcorp Energy I LP/Hilcorp Finance Co.:

5% 12/1/24 (h)

1,305,000

1,128,956

5.75% 10/1/25 (h)

2,135,000

1,921,500

Holly Energy Partners LP/Holly Finance Corp. 6.5% 3/1/20

750,000

712,635

Indo Energy Finance BV 7% 5/7/18 (h)

400,000

256,000

Jupiter Resources, Inc. 8.5% 10/1/22 (h)

5,150,000

3,218,750

KazMunaiGaz Finance Sub BV:

6% 11/7/44 (h)

665,000

528,420

9.125% 7/2/18 (h)

510,000

568,625

KazMunaiGaz National Co. 5.75% 4/30/43 (h)

1,065,000

829,891

Kinder Morgan, Inc. 2% 12/1/17

5,467,000

5,413,205

Kosmos Energy Ltd. 7.875% 8/1/21 (h)

645,000

557,925

LINN Energy LLC/LINN Energy Finance Corp.:

6.25% 11/1/19 (n)

5,260,000

2,051,400

6.5% 5/15/19

720,000

307,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Marathon Petroleum Corp. 5.125% 3/1/21

$ 10,178,000

$ 11,074,153

Motiva Enterprises LLC 5.75% 1/15/20 (h)

4,187,000

4,594,508

MPLX LP 4% 2/15/25

2,532,000

2,336,256

Nakilat, Inc. 6.067% 12/31/33 (h)

1,975,000

2,256,438

Noble Energy, Inc.:

5.625% 5/1/21

6,305,000

6,365,024

5.875% 6/1/24

535,000

552,869

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

4,675,000

4,721,750

Nostrum Oil & Gas Finance BV 6.375% 2/14/19 (h)

1,630,000

1,365,125

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (h)

4,701,000

2,538,540

Pan American Energy LLC 7.875% 5/7/21 (h)

583,000

591,745

PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 (h)

2,165,000

2,089,225

Peabody Energy Corp.:

6% 11/15/18

2,155,000

716,538

6.25% 11/15/21

2,765,000

725,813

7.875% 11/1/26

1,790,000

478,825

10% 3/15/22 (h)

2,425,000

970,000

Pemex Project Funding Master Trust 6.625% 6/15/35

1,965,000

2,003,318

Petro-Canada 6.05% 5/15/18

3,850,000

4,242,919

Petrobras Global Finance BV:

2.4288% 1/15/19 (n)

3,100,000

2,728,000

2.75% 1/15/18

EUR

4,350,000

4,490,883

3% 1/15/19

4,038,000

3,517,461

3.25% 3/17/17

26,728,000

25,608,097

4.375% 5/20/23

20,096,000

15,789,427

4.875% 3/17/20

26,750,000

23,409,193

5.625% 5/20/43

18,504,000

12,799,217

6.25% 3/17/24

1,200,000

1,050,960

6.85% 6/5/2115

645,000

485,298

7.25% 3/17/44

640,000

515,200

Petrobras International Finance Co. Ltd.:

3.875% 1/27/16

10,192,000

10,186,598

5.375% 1/27/21

44,755,000

39,451,533

5.75% 1/20/20

11,270,000

10,251,530

5.875% 3/1/18

460,000

451,375

6.875% 1/20/40

2,760,000

2,152,745

7.875% 3/15/19

14,017,000

14,126,052

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petroleos de Venezuela SA:

5.375% 4/12/27

$ 1,775,000

$ 592,850

5.5% 4/12/37

655,000

216,150

8.5% 11/2/17 (h)

14,695,000

10,099,874

9.75% 5/17/35 (h)

3,430,000

1,308,545

12.75% 2/17/22 (h)

1,595,000

743,270

Petroleos Mexicanos:

3.125% 1/23/19

1,776,000

1,771,560

3.5% 7/18/18

14,963,000

15,247,297

3.5% 7/23/20 (h)

13,960,000

13,824,309

3.5% 1/30/23

11,489,000

10,687,642

4.5% 1/23/26 (h)

46,043,000

43,743,152

4.875% 1/24/22

12,142,000

12,324,130

4.875% 1/18/24

13,072,000

13,032,784

5.5% 1/21/21

12,069,000

12,944,003

5.5% 6/27/44 (h)

640,000

553,760

5.5% 6/27/44

22,304,000

19,298,536

5.625% 1/23/46 (h)

36,355,000

32,355,950

6% 3/5/20

6,145,000

6,694,978

6.375% 1/23/45

14,382,000

14,019,574

6.5% 6/2/41

25,567,000

25,567,000

6.625% (h)(i)

5,520,000

5,464,800

8% 5/3/19

8,600,000

9,891,290

Petronas Capital Ltd. 3.5% 3/18/25 (h)

525,000

506,372

Phillips 66 Co.:

4.3% 4/1/22

12,618,000

13,167,135

4.875% 11/15/44

34,230,000

32,535,410

Phillips 66 Partners LP 2.646% 2/15/20

1,316,000

1,281,173

Plains All American Pipeline LP/PAA Finance Corp.:

3.65% 6/1/22

5,217,000

5,052,325

6.125% 1/15/17

6,185,000

6,564,246

PT Pertamina Persero:

4.875% 5/3/22 (h)

595,000

576,436

5.25% 5/23/21 (h)

815,000

821,113

6% 5/3/42 (h)

395,000

345,625

6.5% 5/27/41 (h)

1,900,000

1,762,250

Rice Energy, Inc.:

6.25% 5/1/22

8,365,000

7,444,850

7.25% 5/1/23 (h)

3,620,000

3,366,600

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sabine Pass Liquefaction LLC:

5.625% 3/1/25 (h)

$ 12,415,000

$ 12,003,753

5.75% 5/15/24

5,045,000

4,931,488

SemGroup Corp. 7.5% 6/15/21

4,750,000

4,702,500

Shell International Finance BV:

3.25% 5/11/25

20,000,000

19,686,200

4.375% 5/11/45

20,000,000

19,706,180

Sibur Securities Ltd. 3.914% 1/31/18 (h)

1,870,000

1,764,813

Sinopec Group Overseas Development 2012 Ltd. 3.9% 5/17/22

2,750,000

2,788,734

SM Energy Co. 6.5% 11/15/21

1,205,000

1,168,850

Southwestern Energy Co.:

3.3% 1/23/18

6,403,000

6,383,445

4.05% 1/23/20

11,618,000

11,502,970

Spectra Energy Capital, LLC 5.65% 3/1/20

308,000

330,949

Spectra Energy Partners, LP:

2.95% 6/15/16

4,717,000

4,765,411

2.95% 9/25/18

1,960,000

1,980,464

4.6% 6/15/21

2,694,000

2,804,416

Sunoco LP / Sunoco Finance Corp.:

5.5% 8/1/20 (h)

3,405,000

3,387,975

6.375% 4/1/23 (h)

1,035,000

1,040,175

Teine Energy Ltd. 6.875% 9/30/22 (h)

6,310,000

5,458,150

Tesoro Logistics LP/Tesoro Logistics Finance Corp.:

6.125% 10/15/21

505,000

506,263

6.25% 10/15/22 (h)

800,000

800,000

The Williams Companies, Inc.:

3.7% 1/15/23

10,780,000

9,339,544

4.55% 6/24/24

53,471,000

47,328,145

Transportadora de Gas del Sur SA 9.625% 5/14/20 (h)

3,042,567

3,065,386

Western Gas Partners LP 5.375% 6/1/21

16,424,000

17,400,390

Western Refining Logistics LP/WNRL Finance Co. 7.5% 2/15/23

2,105,000

2,126,050

Western Refining, Inc. 6.25% 4/1/21

4,085,000

4,044,150

Whiting Petroleum Corp. 5% 3/15/19

2,070,000

1,852,650

Williams Partners LP:

4.125% 11/15/20

2,399,000

2,438,550

4.3% 3/4/24

8,588,000

8,041,829

WPX Energy, Inc. 7.5% 8/1/20

2,070,000

1,987,987

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

YPF SA:

8.5% 7/28/25 (h)

$ 1,660,000

$ 1,556,250

8.75% 4/4/24 (h)

3,215,000

3,086,400

8.875% 12/19/18 (h)

1,610,000

1,660,313

8.875% 12/19/18 (Reg. S)

1,300,000

1,340,625

Zhaikmunai International BV 7.125% 11/13/19 (h)

2,840,000

2,357,200

 

1,177,559,754

TOTAL ENERGY

1,273,817,292

FINANCIALS - 18.6%

Banks - 7.4%

Banco Daycoval SA 5.75% 3/19/19 (h)

625,000

608,594

Banco de Galicia y Buenos Aires SA 16% 1/1/19 (Reg. S)

697,825

732,716

Banco Espirito Santo SA 4% 1/21/19 (Reg. S)

EUR

1,300,000

1,434,602

Banco Nacional de Desenvolvimento Economico e Social:

3.375% 9/26/16 (h)

10,570,000

10,543,575

4% 4/14/19 (h)

12,355,000

11,799,025

5.5% 7/12/20 (h)

575,000

567,813

5.75% 9/26/23 (h)

10,860,000

10,208,400

6.369% 6/16/18 (h)

13,435,000

13,720,494

6.5% 6/10/19 (Reg. S)

1,000,000

1,032,000

Bank Nederlandse Gemeenten NV:

1.375% 9/27/17 (h)

8,770,000

8,827,978

1.375% 9/27/17 (Reg. S)

2,720,000

2,739,764

Bank of America Corp.:

2% 1/11/18

50,000,000

49,990,200

2.25% 4/21/20

87,156,000

85,545,706

2.6% 1/15/19

8,068,000

8,123,903

2.65% 4/1/19

6,430,000

6,482,887

3.3% 1/11/23

31,429,000

30,945,182

3.875% 3/22/17

25,777,000

26,650,608

3.95% 4/21/25

25,000,000

24,173,150

4.1% 7/24/23

11,481,000

11,844,075

4.2% 8/26/24

16,813,000

16,658,909

4.25% 10/22/26

14,724,000

14,476,755

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Bank of America Corp.: - continued

5.65% 5/1/18

$ 8,780,000

$ 9,554,730

5.75% 12/1/17

21,955,000

23,749,997

5.875% 1/5/21

6,530,000

7,432,505

6.5% 8/1/16

9,000,000

9,422,991

Bank of Ireland:

4.25% 6/11/24 (Reg. S) (n)

EUR

3,800,000

4,349,394

10% 7/30/16

EUR

2,350,000

2,796,739

Banque Centrale de Tunisie 5.75% 1/30/25 (h)

1,265,000

1,214,742

Barclays Bank PLC:

4.25% 1/12/22

GBP

4,000,000

6,878,722

6.75% 1/16/23 (n)

GBP

2,250,000

3,718,097

Barclays PLC 2.75% 11/8/19

12,249,000

12,211,273

BBVA Bancomer SA 6.75% 9/30/22 (h)

375,000

406,125

BBVA Colombia SA 4.875% 4/21/25 (h)

390,000

377,910

BBVA Paraguay SA 9.75% 2/11/16 (h)

1,145,000

1,175,412

BPCE SA 5.7% 10/22/23 (h)

6,050,000

6,404,409

Capital One NA 2.95% 7/23/21

18,827,000

18,330,137

Citigroup, Inc.:

1.3% 11/15/16

17,175,000

17,158,770

1.7% 4/27/18

120,000,000

118,934,520

1.8% 2/5/18

33,287,000

33,132,016

1.85% 11/24/17

33,365,000

33,346,950

2.4% 2/18/20

60,588,000

59,961,762

2.5% 7/29/19

46,387,000

46,340,706

4.05% 7/30/22

5,303,000

5,427,562

4.4% 6/10/25

40,790,000

41,006,269

5.5% 9/13/25

4,478,000

4,862,369

6.125% 5/15/18

3,779,000

4,170,561

Citizens Financial Group, Inc. 4.15% 9/28/22 (h)

13,462,000

13,577,221

Commonwealth Bank of Australia 2% 4/22/27 (Reg. S) (n)

EUR

2,700,000

2,883,720

Credit Suisse AG 6% 2/15/18

18,058,000

19,650,716

Credit Suisse Group Funding Guernsey Ltd.:

2.75% 3/26/20 (h)

19,455,000

19,338,737

3.75% 3/26/25 (h)

19,450,000

18,816,864

Development Bank of Philippines 8.375% (i)(n)

1,930,000

2,016,142

Discover Bank:

4.2% 8/8/23

7,852,000

7,940,696

7% 4/15/20

2,030,000

2,339,210

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp:

4.5% 6/1/18

$ 798,000

$ 847,756

8.25% 3/1/38

4,667,000

6,607,137

Finansbank A/S:

5.5% 5/11/16 (Reg. S)

1,300,000

1,312,168

6.25% 4/30/19 (h)

1,100,000

1,115,598

Georgia Bank Joint Stock Co.:

7.75% 7/5/17 (h)

2,200,000

2,257,790

7.75% 7/5/17 (Reg. S)

350,000

359,194

GTB Finance BV:

6% 11/8/18 (h)

2,725,000

2,471,575

7.5% 5/19/16 (h)

1,245,000

1,241,888

HBOS PLC 6.75% 5/21/18 (h)

6,067,000

6,693,958

HSBC Holdings PLC 4.25% 3/14/24

6,192,000

6,198,663

HSBC U.S.A., Inc. 1.625% 1/16/18

11,125,000

11,071,934

HSBK BV:

7.25% 5/3/17 (h)

2,285,000

2,317,584

7.25% 5/3/17 (Reg. S)

250,000

253,565

Huntington Bancshares, Inc. 7% 12/15/20

2,851,000

3,392,636

Industrial Senior Trust 5.5% 11/1/22 (h)

220,000

208,230

Intesa Sanpaolo SpA:

3.875% 1/16/18

4,140,000

4,250,281

6.625% 9/13/23 (Reg. S)

EUR

2,000,000

2,715,356

Itau Unibanco Holding SA:

2.85% 5/26/18 (h)

655,000

636,005

5.125% 5/13/23 (Reg. S)

1,100,000

1,001,000

5.5% 8/6/22 (h)

655,000

614,849

6.2% 12/21/21 (Reg. S)

980,000

960,890

JPMorgan Chase & Co.:

1.625% 5/15/18

12,580,000

12,459,446

2% 8/15/17

11,000,000

11,072,512

2.2% 10/22/19

7,268,000

7,206,091

2.25% 1/23/20

40,000,000

39,478,680

2.35% 1/28/19

6,857,000

6,880,664

3.25% 9/23/22

18,423,000

18,270,771

3.875% 9/10/24

39,644,000

39,008,190

4.125% 12/15/26

50,896,000

50,501,963

4.25% 10/15/20

6,995,000

7,490,169

4.35% 8/15/21

20,267,000

21,634,901

4.5% 1/24/22

22,046,000

23,537,037

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.: - continued

4.625% 5/10/21

$ 6,879,000

$ 7,450,033

4.95% 3/25/20

22,079,000

24,197,877

KeyBank NA 5.45% 3/3/16

3,939,000

4,027,143

OJSC Russian Agricultural Bank:

6.299% 5/15/17 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

415,000

420,188

7.75% 5/29/18 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

1,000,000

1,027,780

Rabobank Nederland 4.375% 8/4/25

25,937,000

26,008,067

Regions Bank 6.45% 6/26/37

24,618,000

28,831,888

Regions Financial Corp. 2% 5/15/18

13,127,000

13,056,416

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

64,006,000

64,539,234

6% 12/19/23

25,897,000

27,626,453

6.1% 6/10/23

16,183,000

17,359,763

6.125% 12/15/22

42,557,000

45,842,869

RSHB Capital SA 5.298% 12/27/17 (h)

1,425,000

1,406,874

SB Capital SA 5.5% 2/26/24 (h)(n)

2,285,000

1,841,002

Turkiye Halk Bankasi A/S 4.75% 6/4/19 (h)

980,000

975,100

Turkiye Vakiflar Bankasi TAO 6.875% 2/3/25 (h)(n)

645,000

617,007

Wachovia Corp. 5.75% 6/15/17

2,933,000

3,154,735

Wells Fargo & Co.:

1.25% 7/20/16

34,000,000

34,134,878

3.676% 6/15/16

4,301,000

4,398,693

4.48% 1/16/24

4,804,000

5,009,525

Yapi ve Kredi Bankasi A/S 5.125% 10/22/19 (Reg. S)

4,000,000

4,000,640

Zenith Bank PLC 6.25% 4/22/19 (h)

3,070,000

2,778,350

 

1,508,807,306

Capital Markets - 3.7%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

19,025,000

18,163,187

4.25% 2/15/24

12,758,000

13,246,925

Argos Merger Sub, Inc. 7.125% 3/15/23 (h)

8,620,000

9,029,450

Deutsche Bank AG 4.5% 4/1/25

48,248,000

46,654,899

Deutsche Bank AG London Branch 1.875% 2/13/18

37,777,000

37,591,288

Goldman Sachs Group, Inc.:

1.748% 9/15/17

42,024,000

41,923,815

2.55% 10/23/19

33,080,000

33,142,157

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

2.625% 1/31/19

$ 50,400,000

$ 50,909,191

2.9% 7/19/18

17,494,000

17,884,624

3.75% 5/22/25

40,000,000

39,796,760

5.25% 7/27/21

17,105,000

19,015,492

5.625% 1/15/17

3,200,000

3,359,987

5.95% 1/18/18

4,975,000

5,427,536

Lazard Group LLC:

4.25% 11/14/20

10,151,000

10,674,853

6.85% 6/15/17

1,263,000

1,367,037

Morgan Stanley:

1.875% 1/5/18

16,953,000

16,952,508

2.125% 4/25/18

12,586,000

12,630,227

2.375% 7/23/19

26,932,000

26,909,458

2.8% 6/16/20

30,000,000

30,096,810

3.7% 10/23/24

24,714,000

24,666,623

4% 7/23/25

21,522,000

21,940,022

4.35% 9/8/26

30,000,000

29,929,590

4.875% 11/1/22

26,240,000

27,761,868

5% 11/24/25

3,189,000

3,353,425

5.45% 1/9/17

13,970,000

14,696,007

5.5% 1/26/20

88,000,000

97,921,032

5.625% 9/23/19

12,714,000

14,132,437

5.75% 1/25/21

19,879,000

22,522,668

6.625% 4/1/18

16,118,000

17,962,286

UBS AG Stamford Branch:

1.375% 6/1/17

12,643,000

12,582,946

1.8% 3/26/18

24,142,000

24,057,165

 

746,302,273

Consumer Finance - 1.8%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:

4.25% 7/1/20

3,025,000

3,047,688

4.5% 5/15/21

2,800,000

2,845,500

4.625% 7/1/22

2,685,000

2,705,138

Capital One Financial Corp. 2.45% 4/24/19

10,550,000

10,448,045

Credito Real S.A.B. de CV 7.5% 3/13/19 (h)

840,000

851,550

Discover Financial Services:

3.85% 11/21/22

25,882,000

25,225,710

3.95% 11/6/24

9,738,000

9,366,057

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Consumer Finance - continued

Discover Financial Services: - continued

5.2% 4/27/22

$ 12,545,000

$ 13,232,203

6.45% 6/12/17

10,366,000

11,211,565

Ford Motor Credit Co. LLC:

1.5% 1/17/17

7,229,000

7,194,279

1.7% 5/9/16

19,473,000

19,518,431

1.724% 12/6/17

18,742,000

18,570,567

2.24% 6/15/18

19,162,000

19,062,128

2.597% 11/4/19

40,209,000

39,630,392

2.875% 10/1/18

13,000,000

13,100,217

General Electric Capital Corp.:

1% 12/11/15

10,247,000

10,270,302

4.625% 1/7/21

19,476,000

21,380,207

4.65% 10/17/21

5,377,000

5,910,216

5.625% 9/15/17

5,858,000

6,335,445

5.625% 5/1/18

25,000,000

27,480,675

Hyundai Capital America:

1.45% 2/6/17 (h)

14,591,000

14,558,097

1.625% 10/2/15 (h)

4,565,000

4,565,278

1.875% 8/9/16 (h)

2,974,000

2,987,440

2.125% 10/2/17 (h)

18,524,000

18,576,905

2.875% 8/9/18 (h)

5,276,000

5,382,401

Navient Corp.:

5% 10/26/20

915,000

814,350

5.875% 3/25/21

3,215,000

2,885,463

5.875% 10/25/24

8,775,000

7,414,875

SLM Corp.:

4.875% 6/17/19

2,160,000

2,019,600

5.5% 1/15/19

2,025,000

1,933,875

5.5% 1/25/23

6,135,000

5,168,738

6.125% 3/25/24

4,280,000

3,638,000

8% 3/25/20

395,000

399,938

Synchrony Financial:

1.875% 8/15/17

3,341,000

3,326,781

3% 8/15/19

4,907,000

4,914,596

3.75% 8/15/21

7,409,000

7,347,720

4.25% 8/15/24

7,458,000

7,335,607

 

360,655,979

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Diversified Financial Services - 0.5%

Brixmor Operating Partnership LP:

3.85% 2/1/25

$ 14,325,000

$ 13,660,492

3.875% 8/15/22

11,641,000

11,575,170

Cimpor Financial Operations BV 5.75% 7/17/24 (h)

850,000

633,250

CNH Industrial Capital LLC 3.875% 7/16/18 (h)

3,170,000

3,158,113

Deutsche Boerse AG 2.75% 2/5/41 (Reg. S) (n)

EUR

1,200,000

1,353,002

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

4.875% 3/15/19

1,665,000

1,686,645

5.875% 2/1/22

18,611,000

18,801,763

6% 8/1/20

4,745,000

4,898,121

ILFC E-Capital Trust I 4.69% 12/21/65 (h)(n)

10,340,000

9,784,225

ILFC E-Capital Trust II 6.25% 12/21/65 (h)(n)

4,765,000

4,508,881

ING U.S., Inc. 5.5% 7/15/22

25,716,000

28,972,186

MSCI, Inc. 5.75% 8/15/25 (h)

3,010,000

3,070,200

TMK Capital SA:

6.75% 4/3/20 (Reg. S)

885,000

737,488

7.75% 1/27/18

1,300,000

1,231,750

 

104,071,286

Insurance - 1.8%

AIA Group Ltd. 2.25% 3/11/19 (h)

2,566,000

2,553,404

Alliant Holdings Co.-Issuer, Inc. / Wayne Merger Sub, LLC 8.25% 8/1/23 (h)

5,405,000

5,256,363

Allianz SE 2.241% 7/7/45 (Reg. S) (n)

EUR

2,900,000

2,949,134

American International Group, Inc.:

2.3% 7/16/19

6,461,000

6,441,746

3.875% 1/15/35

19,041,000

17,244,063

4.875% 6/1/22

3,590,000

3,914,432

5.6% 10/18/16

10,702,000

11,210,923

Aon Corp.:

3.125% 5/27/16

11,274,000

11,454,440

3.5% 9/30/15

4,451,000

4,459,212

5% 9/30/20

3,854,000

4,242,892

Aquarius + Investments PLC for Swiss Reinsurance Co. Ltd. 6.375% 9/1/24 (n)

4,900,000

5,060,112

Assicurazioni Generali SpA 7.75% 12/12/42 (n)

EUR

4,400,000

6,026,565

Aviva PLC 6.625% 6/3/41 (n)

GBP

4,150,000

6,904,102

Five Corners Funding Trust 4.419% 11/15/23 (h)

12,460,000

12,904,922

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(n)

1,859,000

1,896,180

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - continued

Hartford Financial Services Group, Inc.:

5.125% 4/15/22

$ 14,787,000

$ 16,418,923

5.375% 3/15/17

194,000

204,723

Liberty Mutual Group, Inc. 5% 6/1/21 (h)

12,644,000

13,716,110

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

7,090,000

7,763,472

Massachusetts Mutual Life Insurance Co.:

4.5% 4/15/65 (h)

30,523,000

27,679,050

5.375% 12/1/41 (h)

3,840,000

4,261,951

MetLife, Inc.:

1.903% 12/15/17 (n)

2,987,000

3,001,526

3.048% 12/15/22 (n)

12,433,000

12,183,283

4.368% 9/15/23

9,625,000

10,189,766

4.75% 2/8/21

4,032,000

4,432,636

6.75% 6/1/16

7,610,000

7,934,218

Metropolitan Life Global Funding I 3% 1/10/23 (h)

7,896,000

7,701,972

Pacific Life Insurance Co. 9.25% 6/15/39 (h)

7,041,000

10,587,270

Pacific LifeCorp:

5.125% 1/30/43 (h)

19,436,000

19,925,010

6% 2/10/20 (h)

12,654,000

14,237,851

Prudential Financial, Inc.:

2.3% 8/15/18

1,622,000

1,639,323

4.5% 11/16/21

6,390,000

6,972,640

5.375% 5/15/45 (n)

17,492,000

17,300,638

6.2% 11/15/40

4,318,000

5,117,758

7.375% 6/15/19

3,230,000

3,790,327

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

6,375,000

6,534,809

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (h)

18,083,000

18,510,356

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (h)

4,172,000

4,196,594

4.125% 11/1/24 (h)

6,048,000

6,106,732

Unum Group:

5.625% 9/15/20

8,386,000

9,383,699

5.75% 8/15/42

16,937,000

18,844,428

7.125% 9/30/16

587,000

621,415

 

361,774,970

Real Estate Investment Trusts - 1.7%

Alexandria Real Estate Equities, Inc.:

2.75% 1/15/20

2,884,000

2,853,112

4.6% 4/1/22

4,025,000

4,174,939

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Campus Communities Operating Partnership LP 3.75% 4/15/23

$ 3,491,000

$ 3,390,438

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,005,000

5,200,230

4.2% 12/15/23

12,000,000

12,529,692

Boston Properties, Inc. 3.85% 2/1/23

14,583,000

14,806,966

Camden Property Trust:

2.95% 12/15/22

6,621,000

6,356,471

4.25% 1/15/24

9,191,000

9,500,268

CommonWealth REIT 5.875% 9/15/20

2,130,000

2,325,598

Communications Sales & Leasing, Inc. 8.25% 10/15/23 (h)

1,455,000

1,324,050

Corporate Office Properties LP 5% 7/1/25

8,095,000

7,900,987

DDR Corp.:

3.625% 2/1/25

7,690,000

7,227,646

4.625% 7/15/22

10,758,000

11,185,846

4.75% 4/15/18

11,273,000

11,914,682

7.5% 4/1/17

5,574,000

6,039,022

7.875% 9/1/20

323,000

392,813

9.625% 3/15/16

3,691,000

3,852,179

Duke Realty LP:

3.625% 4/15/23

6,287,000

6,168,396

3.75% 12/1/24

5,408,000

5,265,040

3.875% 10/15/22

11,543,000

11,638,461

4.375% 6/15/22

7,323,000

7,576,918

5.95% 2/15/17

102,000

108,357

6.5% 1/15/18

3,795,000

4,175,475

6.75% 3/15/20

10,379,000

12,023,532

8.25% 8/15/19

75,000

90,575

Equity One, Inc.:

3.75% 11/15/22

18,100,000

18,029,066

6% 9/15/17

1,212,000

1,308,027

6.25% 1/15/17

1,027,000

1,087,078

ERP Operating LP:

2.375% 7/1/19

8,777,000

8,791,500

4.625% 12/15/21

17,159,000

18,535,461

4.75% 7/15/20

7,700,000

8,404,450

5.375% 8/1/16

2,768,000

2,873,079

5.75% 6/15/17

14,407,000

15,447,027

Federal Realty Investment Trust 5.9% 4/1/20

2,504,000

2,848,691

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

HCP, Inc. 3.75% 2/1/16

$ 6,084,000

$ 6,151,356

Health Care REIT, Inc.:

2.25% 3/15/18

5,151,000

5,157,985

4.7% 9/15/17

1,538,000

1,622,252

Highwoods/Forsyth LP 5.85% 3/15/17

615,000

650,684

HRPT Properties Trust:

6.25% 6/15/17

1,232,000

1,291,660

6.65% 1/15/18

867,000

931,770

Lexington Corporate Properties Trust 4.4% 6/15/24

4,608,000

4,638,463

Omega Healthcare Investors, Inc.:

4.5% 1/15/25

4,655,000

4,572,774

4.5% 4/1/27 (h)

45,578,000

43,784,460

4.95% 4/1/24

3,875,000

3,987,673

5.875% 3/15/24

290,000

305,225

6.75% 10/15/22

345,000

357,938

Retail Opportunity Investments Partnership LP:

4% 12/15/24

3,376,000

3,289,544

5% 12/15/23

2,030,000

2,139,920

Senior Housing Properties Trust 6.75% 4/15/20

250,000

278,757

Simon Property Group LP 4.125% 12/1/21

7,287,000

7,721,101

The GEO Group, Inc. 5.875% 1/15/22

2,285,000

2,376,400

Weingarten Realty Investors 3.375% 10/15/22

2,729,000

2,670,616

WP Carey, Inc. 4% 2/1/25

21,616,000

20,894,393

 

348,169,043

Real Estate Management & Development - 1.7%

BioMed Realty LP:

2.625% 5/1/19

7,539,000

7,527,428

3.85% 4/15/16

16,284,000

16,495,024

4.25% 7/15/22

5,809,000

5,923,693

6.125% 4/15/20

3,429,000

3,859,751

Brandywine Operating Partnership LP:

3.95% 2/15/23

12,775,000

12,544,130

4.1% 10/1/24

15,881,000

15,800,452

4.55% 10/1/29

15,881,000

15,422,309

4.95% 4/15/18

12,690,000

13,476,184

5.7% 5/1/17

7,049,000

7,453,493

6% 4/1/16

2,699,000

2,766,613

CBRE Group, Inc. 5% 3/15/23

10,300,000

10,398,138

Citycon Oyj 3.75% 6/24/20 (Reg. S)

EUR

2,500,000

3,043,919

Citycon Treasury BV 2.5% 10/1/24 (Reg. S)

EUR

350,000

386,217

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Deutsche Annington Finance BV 5% 10/2/23 (h)

$ 3,750,000

$ 3,987,863

Digital Realty Trust LP:

3.95% 7/1/22

11,369,000

11,381,153

5.25% 3/15/21

5,708,000

6,213,580

Essex Portfolio LP:

3.875% 5/1/24

8,802,000

8,807,123

5.5% 3/15/17

3,597,000

3,794,058

Host Hotels & Resorts LP:

4.75% 3/1/23

150,000

156,208

6% 11/1/20

105,000

108,621

Howard Hughes Corp. 6.875% 10/1/21 (h)

2,035,000

2,121,488

Hunt Companies, Inc. 9.625% 3/1/21 (h)

870,000

835,200

Inmobiliaria Colonial SA 1.863% 6/5/19 (Reg. S)

EUR

2,900,000

3,248,052

Inversiones y Representaciones SA:

8.5% 2/2/17 (Reg. S)

65,000

64,675

11.5% 7/20/20 (Reg. S)

5,000

5,550

Liberty Property LP:

3.375% 6/15/23

6,574,000

6,326,943

4.125% 6/15/22

6,280,000

6,419,812

4.4% 2/15/24

13,017,000

13,390,015

4.75% 10/1/20

11,282,000

12,170,300

5.5% 12/15/16

1,891,000

1,979,036

6.625% 10/1/17

4,835,000

5,292,923

Mack-Cali Realty LP:

2.5% 12/15/17

9,223,000

9,251,813

3.15% 5/15/23

14,735,000

13,078,447

4.5% 4/18/22

4,072,000

4,058,485

5.8% 1/15/16

10,000,000

10,147,530

7.75% 8/15/19

700,000

806,132

Mid-America Apartments LP:

4.3% 10/15/23

2,224,000

2,274,632

6.05% 9/1/16

2,000,000

2,086,998

Post Apartment Homes LP 3.375% 12/1/22

2,570,000

2,500,114

Prime Property Funding, Inc. 5.7% 4/15/17 (h)

4,546,000

4,757,194

Realogy Corp. 7.625% 1/15/20 (h)

981,000

1,031,276

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

235,000

236,469

Reckson Operating Partnership LP 6% 3/31/16

7,123,000

7,300,911

Regency Centers LP 5.875% 6/15/17

2,874,000

3,085,276

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

3.75% 12/1/24

$ 10,161,000

$ 9,927,795

3.875% 12/1/23

4,812,000

4,777,002

6.125% 6/1/20

14,318,000

16,277,604

Ventas Realty LP:

1.55% 9/26/16

7,655,000

7,668,947

3.5% 2/1/25

4,631,000

4,380,296

3.75% 5/1/24

20,000,000

19,579,180

4.125% 1/15/26

5,557,000

5,501,135

Ventas Realty LP/Ventas Capital Corp.:

2% 2/15/18

8,050,000

8,073,015

4% 4/30/19

3,747,000

3,918,234

4.25% 3/1/22

300,000

311,040

Vesteda Finance BV 1.75% 7/22/19 (Reg. S)

EUR

3,000,000

3,393,462

 

345,822,938

Thrifts & Mortgage Finance - 0.0%

Wrightwood Capital LLC 1.9% 4/20/20 (d)

362

12,138

TOTAL FINANCIALS

3,775,615,933

HEALTH CARE - 2.6%

Biotechnology - 0.2%

AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (h)

845,000

865,069

Amgen, Inc.:

1.25% 5/22/17

14,862,000

14,821,278

2.2% 5/22/19

14,136,000

14,023,986

 

29,710,333

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co. 2.675% 12/15/19

4,539,000

4,538,737

Hill-Rom Holdings, Inc. 5.75% 9/1/23 (h)(j)

1,220,000

1,241,350

Hologic, Inc. 5.25% 7/15/22 (h)

1,620,000

1,650,375

Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.5% 4/15/25 (h)

655,000

650,088

 

8,080,550

Health Care Providers & Services - 1.2%

Aetna, Inc. 2.75% 11/15/22

2,010,000

1,914,945

Community Health Systems, Inc. 6.875% 2/1/22

5,375,000

5,712,604

Express Scripts Holding Co. 4.75% 11/15/21

24,746,000

26,451,148

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 18,722,000

$ 18,815,610

4.25% 10/15/19

7,590,000

7,741,800

4.75% 5/1/23

595,000

603,175

5.875% 3/15/22

715,000

777,563

6.5% 2/15/20

30,303,000

33,484,815

HealthSouth Corp.:

5.125% 3/15/23

860,000

851,400

5.75% 11/1/24 (h)

1,035,000

1,049,387

5.75% 11/1/24

1,155,000

1,171,055

Kindred Escrow Corp. II:

8% 1/15/20 (h)

3,740,000

4,097,638

8.75% 1/15/23 (h)

9,820,000

10,998,400

Medco Health Solutions, Inc.:

2.75% 9/15/15

1,176,000

1,176,734

4.125% 9/15/20

7,486,000

7,909,753

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

500,000

517,500

5.5% 2/1/21

5,400,000

5,643,000

Tenet Healthcare Corp.:

3.7861% 6/15/20 (h)(n)

1,550,000

1,558,525

5% 3/1/19

2,285,000

2,280,978

6% 10/1/20

605,000

647,350

6.75% 6/15/23

2,530,000

2,605,900

6.875% 11/15/31

130,000

120,250

8.125% 4/1/22

16,575,000

18,356,813

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,398,000

2,309,437

2.875% 3/15/23

16,114,000

15,682,467

3.35% 7/15/22

6,192,000

6,333,648

3.75% 7/15/25

19,000,000

19,448,913

4.625% 7/15/35

12,193,000

12,717,835

4.75% 7/15/45

20,331,000

21,277,306

WellPoint, Inc. 3.3% 1/15/23

6,442,000

6,239,174

 

238,495,123

Health Care Technology - 0.0%

Emdeon, Inc. 6% 2/15/21 (h)

1,345,000

1,324,825

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc.:

1.3% 2/1/17

3,107,000

3,089,557

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Life Sciences Tools & Services - continued

Thermo Fisher Scientific, Inc.: - continued

2.4% 2/1/19

$ 1,959,000

$ 1,954,390

4.15% 2/1/24

3,010,000

3,067,094

 

8,111,041

Pharmaceuticals - 1.2%

AbbVie, Inc.:

1.75% 11/6/17

13,509,000

13,497,409

2.9% 11/6/22

13,855,000

13,364,824

3.6% 5/14/25

24,114,000

23,711,682

4.5% 5/14/35

23,238,000

22,197,031

4.7% 5/14/45

23,197,000

22,539,759

Actavis Funding SCS:

3% 3/12/20

13,777,000

13,713,089

3.45% 3/15/22

18,597,000

18,189,819

3.8% 3/15/25

27,765,000

26,897,316

4.75% 3/15/45

10,716,000

9,820,850

Bayer AG 2.375% 4/2/75 (Reg. S) (n)

EUR

2,450,000

2,622,251

Bayer U.S. Finance LLC:

2.375% 10/8/19 (h)

10,323,000

10,366,501

3% 10/8/21 (h)

7,536,000

7,547,063

3.375% 10/8/24 (h)

3,362,000

3,335,417

Endo Finance LLC 5.375% 1/15/23 (h)

1,530,000

1,541,475

Endo Finance LLC/Endo Ltd./Endo Finco, Inc.:

6% 7/15/23 (h)

1,885,000

1,960,400

6% 2/1/25 (h)

3,680,000

3,781,200

Mylan, Inc. 1.35% 11/29/16

3,628,000

3,595,562

Perrigo Co. PLC:

1.3% 11/8/16

2,954,000

2,936,034

2.3% 11/8/18

3,161,000

3,153,107

Perrigo Finance PLC:

3.5% 12/15/21

3,657,000

3,567,458

3.9% 12/15/24

5,449,000

5,278,446

4.9% 12/15/44

2,390,000

2,267,522

Valeant Pharmaceuticals International, Inc.:

5.375% 3/15/20 (h)

4,015,000

4,085,263

5.875% 5/15/23 (h)

3,240,000

3,304,800

6.125% 4/15/25 (h)

5,460,000

5,623,800

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

4,757,000

4,738,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Zoetis, Inc.:

1.875% 2/1/18

$ 2,006,000

$ 1,993,180

3.25% 2/1/23

4,892,000

4,638,815

 

240,268,873

TOTAL HEALTH CARE

525,990,745

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

3.8% 10/7/24 (h)

9,122,000

9,152,933

6.375% 6/1/19 (h)

8,071,000

9,151,207

DigitalGlobe, Inc. 5.25% 2/1/21 (h)

7,620,000

7,315,200

TransDigm, Inc.:

5.5% 10/15/20

4,530,000

4,440,080

6% 7/15/22

2,885,000

2,842,158

6.5% 5/15/25 (h)

1,355,000

1,332,981

 

34,234,559

Airlines - 0.2%

Air Canada 6.625% 5/15/18 (h)

1,465,000

1,519,791

Air Canada Trust Series 2015-1 equipment trust certificate Class C, 5% 9/15/20 (h)

3,225,000

3,118,660

Allegiant Travel Co. 5.5% 7/15/19

4,220,000

4,293,850

American Airlines Group, Inc.:

4.625% 3/1/20 (h)

2,670,000

2,623,275

5.5% 10/1/19 (h)

8,970,000

9,183,038

American Airlines, Inc. pass-thru certificates equipment trust certificate 5.625% 1/15/21 (h)

207,953

214,191

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

234,393

256,660

6.125% 4/29/18

240,000

249,000

6.648% 3/15/19

945,121

971,111

6.9% 7/2/19

381,986

398,449

9.25% 5/10/17

1,325,326

1,441,292

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (h)

1,515,000

1,533,938

6.75% 5/23/17

1,515,000

1,533,938

U.S. Airways Group, Inc. 6.125% 6/1/18

895,000

927,444

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

1,690,000

1,711,125

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Airlines - continued

U.S. Airways pass-thru certificates: - continued

Series 2013-1 Class B, 5.375% 5/15/23

$ 323,913

$ 335,250

U.S. Airways pass-thru trust certificates:

6.85% 1/30/18

1,366,062

1,448,025

8.36% 1/20/19

837,230

896,883

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

631,364

669,246

12% 1/15/16 (h)

157,666

163,973

United Continental Holdings, Inc.:

6% 12/1/20

2,600,000

2,713,750

6.375% 6/1/18

140,000

146,475

 

36,349,364

Building Products - 0.0%

Building Materials Corp. of America 5.375% 11/15/24 (h)

3,095,000

3,095,000

USG Corp. 5.5% 3/1/25 (h)

3,175,000

3,159,125

 

6,254,125

Commercial Services & Supplies - 0.3%

ADT Corp.:

3.5% 7/15/22

6,296,000

5,636,809

4.125% 4/15/19

2,860,000

2,902,900

4.125% 6/15/23

5,040,000

4,624,200

5.25% 3/15/20

2,035,000

2,080,788

6.25% 10/15/21

2,065,000

2,132,113

APX Group, Inc.:

6.375% 12/1/19

12,550,000

12,189,188

8.75% 12/1/20

13,055,000

11,455,763

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (h)

5,020,000

4,492,900

Cenveo Corp. 6% 8/1/19 (h)

325,000

273,813

Garda World Security Corp.:

7.25% 11/15/21 (h)

8,485,000

7,933,475

7.25% 11/15/21 (h)

400,000

374,000

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (h)

3,500,000

3,605,000

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

1,280,000

1,232,000

7% 2/15/22

660,000

646,800

 

59,579,749

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.0%

Abengoa Greenfield SA 6.5% 10/1/19 (h)

$ 2,595,000

$ 1,518,075

Cementos Progreso Trust 7.125% 11/6/23 (h)

570,000

609,900

Odebrecht Finance Ltd. 4.375% 4/25/25 (h)

650,000

427,375

 

2,555,350

Electrical Equipment - 0.0%

General Cable Corp. 5.75% 10/1/22 (n)

1,920,000

1,718,400

Sensata Technologies BV 5% 10/1/25 (h)

2,285,000

2,216,450

Vestas Wind Systems A/S 2.75% 3/11/22 (Reg. S)

EUR

6,500,000

6,903,018

 

10,837,868

Industrial Conglomerates - 0.1%

Alfa SA de CV 5.25% 3/25/24 (h)

450,000

462,375

General Electric Co. 5.25% 12/6/17

17,730,000

19,154,286

 

19,616,661

Machinery - 0.0%

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (h)

1,340,000

1,266,300

Schaeffler Finance BV 4.75% 5/15/21 (h)

1,540,000

1,514,020

Xerium Technologies, Inc. 8.875% 6/15/18

1,645,000

1,677,900

 

4,458,220

Marine - 0.1%

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (h)

4,350,000

4,154,250

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (h)

8,910,000

7,395,300

8.125% 2/15/19

2,885,000

2,293,575

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (h)

885,000

816,413

 

14,659,538

Professional Services - 0.0%

IHS, Inc. 5% 11/1/22

2,895,000

2,927,569

Road & Rail - 0.1%

Alpha Trains Finance SA 2.064% 6/30/25

EUR

4,000,000

4,004,464

Firstgroup PLC 5.25% 11/29/22

GBP

1,000,000

1,646,759

JSC Georgian Railway 7.75% 7/11/22 (h)

650,000

670,313

Lima Metro Line 2 Finance Ltd. 5.875% 7/5/34 (h)

570,000

571,140

OPE KAG Finance Sub, Inc. 7.875% 7/31/23 (h)

5,045,000

5,145,900

 

12,038,576

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

2.125% 1/15/18

$ 7,271,000

$ 7,198,290

2.625% 9/4/18

16,438,000

16,396,116

3.75% 2/1/22

16,396,000

16,384,998

3.875% 4/1/21

14,814,000

14,962,140

4.25% 9/15/24

12,030,000

11,894,663

4.75% 3/1/20

11,796,000

12,489,369

Aircastle Ltd.:

5.125% 3/15/21

1,575,000

1,610,438

6.25% 12/1/19

830,000

900,550

Building Materials Holding Corp. 9% 9/15/18 (h)

2,690,000

2,861,488

FLY Leasing Ltd.:

6.375% 10/15/21

5,600,000

5,726,000

6.75% 12/15/20

2,795,000

2,878,850

International Lease Finance Corp. 4.625% 4/15/21

955,000

971,713

Travis Perkins PLC 4.375% 9/15/21 (Reg. S)

GBP

1,000,000

1,548,751

United Rentals North America, Inc. 5.5% 7/15/25

1,045,000

1,008,425

 

96,831,791

Transportation Infrastructure - 0.0%

Aeropuertos Argentina 2000 SA:

10.75% 12/1/20 (h)

1,566,180

1,650,362

10.75% 12/1/20 (Reg. S)

87,780

92,498

Heathrow Funding Ltd. 6% 3/20/20

GBP

2,400,000

4,134,168

 

5,877,028

TOTAL INDUSTRIALS

306,220,398

INFORMATION TECHNOLOGY - 0.7%

Communications Equipment - 0.2%

Alcatel-Lucent U.S.A., Inc.:

6.75% 11/15/20 (h)

5,575,000

5,951,313

8.875% 1/1/20 (h)

1,970,000

2,138,681

Banglalink Digital Communications Ltd. 8.625% 5/6/19 (h)

2,070,000

2,070,000

Brocade Communications Systems, Inc. 4.625% 1/15/23

1,430,000

1,365,650

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.:

6.45% 3/15/29

$ 15,450,000

$ 16,154,829

6.5% 1/15/28

4,782,000

4,973,280

 

32,653,753

Electronic Equipment & Components - 0.0%

Amphenol Corp. 3.125% 9/15/21

4,703,000

4,658,213

Tyco Electronics Group SA:

2.375% 12/17/18

2,244,000

2,255,072

6.55% 10/1/17

1,383,000

1,517,607

 

8,430,892

IT Services - 0.1%

Audatex North America, Inc.:

6% 6/15/21 (h)

3,200,000

3,124,672

6.125% 11/1/23 (h)

2,290,000

2,269,711

Capgemini SA 2.5% 7/1/23 (Reg. S)

EUR

3,700,000

4,264,153

Global Cash Access, Inc. 10% 1/15/22 (h)

5,220,000

4,932,900

 

14,591,436

Semiconductors & Semiconductor Equipment - 0.1%

Infineon Technologies AG 1.5% 3/10/22 (Reg. S)

EUR

4,400,000

4,819,623

Micron Technology, Inc.:

5.25% 8/1/23 (h)

5,285,000

4,928,263

5.25% 1/15/24 (h)

5,165,000

4,790,538

5.625% 1/15/26 (h)

2,165,000

1,964,738

5.875% 2/15/22

2,310,000

2,275,350

STATS ChipPAC Ltd. 4.5% 3/20/18 (h)

600,000

603,000

 

19,381,512

Software - 0.1%

Blue Coat Systems, Inc. 8.375% 6/1/23 (h)

6,820,000

6,833,640

Italics Merger Sub, Inc. 7.125% 7/15/23 (h)

2,715,000

2,626,192

Nuance Communications, Inc. 5.375% 8/15/20 (h)

3,315,000

3,321,232

SS&C Technologies Holdings, Inc. 5.875% 7/15/23 (h)

1,175,000

1,211,660

 

13,992,724

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.2%

Apple, Inc.:

3.2% 5/13/25

$ 20,000,000

$ 19,879,440

4.375% 5/13/45

20,000,000

19,768,580

 

39,648,020

TOTAL INFORMATION TECHNOLOGY

128,698,337

MATERIALS - 1.4%

Chemicals - 0.2%

Braskem Finance Ltd.:

5.375% 5/2/22 (h)

735,000

643,125

5.75% 4/15/21 (h)

430,000

389,150

6.45% 2/3/24

455,000

412,867

Evolution Escrow Issuer LLC 7.5% 3/15/22 (h)

4,150,000

3,340,750

LSB Industries, Inc. 7.75% 8/1/19

1,055,000

1,062,913

Nufarm Australia Ltd. 6.375% 10/15/19 (h)

3,175,000

3,182,938

OCP SA 5.625% 4/25/24 (h)

390,000

399,828

Platform Specialty Products Corp. 6.5% 2/1/22 (h)

2,210,000

2,140,009

Rain CII Carbon LLC/CII Carbon Corp.:

8% 12/1/18 (h)

1,755,000

1,640,925

8.25% 1/15/21 (h)

865,000

817,425

The Chemours Company LLC 6.625% 5/15/23 (h)

4,065,000

3,536,550

The Dow Chemical Co.:

4.125% 11/15/21

10,888,000

11,337,794

4.25% 11/15/20

5,898,000

6,249,975

 

35,154,249

Construction Materials - 0.1%

CEMEX Finance LLC:

6% 4/1/24 (h)

1,670,000

1,586,500

9.375% 10/12/22 (h)

710,000

793,425

CEMEX S.A.B. de CV:

6.125% 5/5/25 (h)

5,695,000

5,438,725

6.5% 12/10/19 (h)

4,195,000

4,257,925

Union Andina de Cementos SAA 5.875% 10/30/21 (h)

635,000

631,635

 

12,708,210

Containers & Packaging - 0.2%

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (h)(n)

14,962,327

15,512,816

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Containers & Packaging - continued

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2859% 12/15/19 (h)(n)

$ 7,335,000

$ 7,188,300

7% 11/15/20 (h)

2,655,000

2,681,550

Ball Corp. 5.25% 7/1/25

4,920,000

4,895,400

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (h)

2,190,000

2,179,050

Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)

1,355,000

1,178,850

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

2,345,000

2,295,169

Owens-Brockway Glass Container, Inc.:

5.875% 8/15/23 (h)

2,290,000

2,330,075

6.375% 8/15/25 (h)

2,290,000

2,341,525

Sappi Papier Holding GmbH 6.625% 4/15/21 (h)

6,885,000

7,057,125

 

47,659,860

Metals & Mining - 0.9%

Alcoa, Inc. 5.125% 10/1/24

9,954,000

9,754,920

Alrosa Finance SA 7.75% 11/3/20 (h)

700,000

722,645

Anglo American Capital PLC:

3.625% 5/14/20 (h)

29,122,000

27,689,052

4.875% 5/14/25 (h)

29,080,000

26,226,525

AngloGold Ashanti Holdings PLC 5.125% 8/1/22

230,000

196,650

Compania Minera Ares SAC 7.75% 1/23/21 (h)

860,000

826,460

Corporacion Nacional del Cobre de Chile (Codelco):

3.875% 11/3/21 (h)

11,456,000

11,527,715

4.875% 11/4/44 (h)

5,532,000

4,903,244

CSN Resources SA 6.5% 7/21/20 (h)

500,000

307,500

EVRAZ Group SA:

6.5% 4/22/20 (h)

2,030,000

1,768,638

9.5% 4/24/18 (Reg. S)

3,100,000

3,162,000

Ferrexpo Finance PLC 10.375% 4/7/19 (h)

2,347,000

1,936,275

First Quantum Minerals Ltd.:

6.75% 2/15/20 (h)

8,075,000

5,773,625

7.25% 5/15/22 (h)

3,745,000

2,612,138

Freeport-McMoRan, Inc. 2.3% 11/14/17

9,771,000

9,087,030

Gerdau Trade, Inc. 5.75% 1/30/21 (h)

460,000

429,640

Gold Fields Orogen Holding BVI Ltd.:

4.875% 10/7/20 (h)

2,530,000

2,150,500

4.875% 10/7/20 (Reg. S)

200,000

170,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

GTL Trade Finance, Inc. 5.893% 4/29/24 (h)

$ 1,025,000

$ 893,493

JMC Steel Group, Inc. 8.25% 3/15/18 (h)

2,460,000

1,949,550

Lundin Mining Corp.:

7.5% 11/1/20 (h)

4,430,000

4,374,625

7.875% 11/1/22 (h)

6,840,000

6,737,400

Metalloinvest Finance Ltd. 5.625% 4/17/20 (h)

1,440,000

1,314,101

Metinvest BV:

8.75% 2/14/18 (Reg. S)

400,000

224,000

10.5% 11/28/17 (h)

3,575,000

2,073,500

Murray Energy Corp. 11.25% 4/15/21 (h)

9,760,000

4,514,000

New Gold, Inc. 6.25% 11/15/22 (h)

4,830,000

4,081,350

Nord Gold NV 6.375% 5/7/18 (h)

1,660,000

1,630,950

Polyus Gold International Ltd.:

5.625% 4/29/20 (h)

3,110,000

2,938,950

5.625% 4/29/20 (Reg. S)

200,000

189,000

Rio Tinto Finance (U.S.A.) PLC 2.25% 12/14/18

12,175,000

12,086,804

Samarco Mineracao SA 5.75% 10/24/23 (h)

655,000

613,080

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (h)

1,600,000

1,544,000

Southern Copper Corp.:

6.75% 4/16/40

530,000

508,784

7.5% 7/27/35

910,000

942,178

Steel Dynamics, Inc.:

5.125% 10/1/21

4,850,000

4,755,425

5.5% 10/1/24

4,070,000

3,952,988

6.125% 8/15/19

2,683,000

2,780,259

Urenco Finance NV 2.25% 8/5/22 (Reg. S)

EUR

1,650,000

1,839,227

Vale Overseas Ltd.:

4.375% 1/11/22

12,000,000

11,127,600

6.25% 1/11/16

5,000,000

5,070,000

6.25% 1/23/17

5,581,000

5,796,817

6.875% 11/21/36

640,000

544,640

Vedanta Resources PLC 6% 1/31/19 (h)

1,090,000

945,575

 

192,672,853

Paper & Forest Products - 0.0%

Sino-Forest Corp. 6.25% 10/21/17 (d)(h)

1,365,000

0

TOTAL MATERIALS

288,195,172

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.2%

Altice Financing SA:

6.5% 1/15/22 (h)

$ 1,865,000

$ 1,869,663

6.625% 2/15/23 (h)

2,780,000

2,766,100

7.875% 12/15/19 (h)

272,000

284,240

Altice Finco SA:

7.625% 2/15/25 (h)

2,720,000

2,665,600

8.125% 1/15/24 (h)

1,000,000

1,010,000

9.875% 12/15/20 (h)

6,135,000

6,733,163

AT&T, Inc.:

2.45% 6/30/20

11,294,000

11,187,407

3% 6/30/22

29,259,000

28,079,570

3.4% 5/15/25

39,520,000

37,617,626

4.75% 5/15/46

31,335,000

28,570,344

4.8% 6/15/44

15,000,000

13,777,905

6.3% 1/15/38

16,665,000

18,177,365

BellSouth Capital Funding Corp. 7.875% 2/15/30

40,000

48,413

CenturyLink, Inc.:

5.15% 6/15/17

972,000

996,300

6% 4/1/17

2,432,000

2,535,360

6.15% 9/15/19

6,992,000

7,324,120

Embarq Corp.:

7.082% 6/1/16

8,346,000

8,625,174

7.995% 6/1/36

4,717,000

4,988,228

FairPoint Communications, Inc. 8.75% 8/15/19 (h)

2,775,000

2,913,750

GCI, Inc. 6.875% 4/15/25

5,080,000

5,219,700

Intelsat Luxembourg SA 7.75% 6/1/21

2,700,000

2,022,975

Level 3 Financing, Inc.:

5.125% 5/1/23 (h)

3,245,000

3,163,875

5.375% 8/15/22

6,925,000

6,949,515

5.375% 5/1/25 (h)

1,080,000

1,043,550

Qtel International Finance Ltd. 5% 10/19/25 (h)

645,000

696,781

Sable International Finance Ltd. 6.875% 8/1/22 (h)

1,340,000

1,353,400

Sprint Capital Corp.:

6.875% 11/15/28

23,495,000

20,205,700

8.75% 3/15/32

3,305,000

3,127,356

TDC A/S 3.5% 2/26/3015 (Reg. S) (n)

EUR

1,550,000

1,669,585

Telecom Italia Capital SA 6% 9/30/34

1,350,000

1,323,000

Telecom Italia SpA 5.303% 5/30/24 (h)

1,350,000

1,360,125

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (h)

590,000

594,425

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.:

1.35% 6/9/17

$ 20,956,000

$ 20,887,600

2.625% 2/21/20

21,379,000

21,388,107

4.5% 9/15/20

36,000,000

38,720,880

5.012% 8/21/54

55,038,000

50,205,113

6.25% 4/1/37

2,348,000

2,631,364

6.4% 9/15/33

10,915,000

12,445,709

6.55% 9/15/43

54,849,000

64,763,725

Wind Acquisition Finance SA:

4.75% 7/15/20 (h)

3,205,000

3,229,038

7.375% 4/23/21 (h)

10,860,000

11,104,350

 

454,276,201

Wireless Telecommunication Services - 0.6%

America Movil S.A.B. de CV:

2.375% 9/8/16

15,982,000

16,149,811

3.125% 7/16/22

9,218,000

9,036,498

Comcel Trust 6.875% 2/6/24 (h)

560,000

575,400

Digicel Group Ltd.:

6% 4/15/21 (h)

9,220,000

8,443,768

6.75% 3/1/23 (h)

2,795,000

2,564,413

7% 2/15/20 (h)

425,000

422,875

7.125% 4/1/22 (h)

1,885,000

1,642,306

8.25% 9/30/20 (h)

9,040,000

8,362,000

Everything Everywhere Finance PLC 4.375% 3/28/19

GBP

850,000

1,384,160

Intelsat Jackson Holdings SA:

5.5% 8/1/23

1,490,000

1,311,200

7.25% 10/15/20

1,810,000

1,739,863

Millicom International Cellular SA:

4.75% 5/22/20 (h)

650,000

622,375

6% 3/15/25 (h)

6,675,000

6,307,875

6.625% 10/15/21 (h)

1,450,000

1,443,475

MTS International Funding Ltd. 8.625% 6/22/20 (h)

2,680,000

2,832,674

SoftBank Corp. 5.375% 7/30/22 (Reg. S)

4,200,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (h)

3,890,000

4,332,488

Sprint Corp.:

7.625% 2/15/25

5,395,000

5,034,209

7.875% 9/15/23

9,220,000

8,862,725

T-Mobile U.S.A., Inc.:

6% 3/1/23

4,060,000

4,139,129

6.375% 3/1/25

9,470,000

9,678,340

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

T-Mobile U.S.A., Inc.: - continued

6.464% 4/28/19

$ 1,520,000

$ 1,563,700

6.5% 1/15/24

3,045,000

3,128,738

6.625% 4/1/23

4,145,000

4,323,235

TBG Global Pte. Ltd. 4.625% 4/3/18 (Reg. S)

480,000

472,800

Vimpel Communications 9.125% 4/30/18 (Reg. S) (Issued by VIP Finance Ireland Ltd. for Vimpel Communications)

650,000

689,619

Vimpel Communications OJSC 7.748% 2/2/21 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (h)

4,260,000

4,223,603

 

113,503,029

TOTAL TELECOMMUNICATION SERVICES

567,779,230

UTILITIES - 3.1%

Electric Utilities - 1.7%

AmerenUE 6.4% 6/15/17

2,491,000

2,707,894

American Electric Power Co., Inc.:

1.65% 12/15/17

5,213,000

5,196,167

2.95% 12/15/22

4,935,000

4,766,134

American Transmission Systems, Inc. 5% 9/1/44 (h)

2,638,000

2,696,015

Ceske Energeticke Zavody A/S 4.25% 4/3/22 (Reg. S)

5,000,000

5,257,690

CLP Power Hong Kong Financing Ltd. 2.875% 4/26/23

3,000,000

2,900,562

Dayton Power & Light Co. 1.875% 9/15/16

3,740,000

3,746,145

Duquesne Light Holdings, Inc.:

5.9% 12/1/21 (h)

29,344,000

33,330,529

6.4% 9/15/20 (h)

25,897,000

29,651,314

Edison International 3.75% 9/15/17

6,674,000

6,951,291

Eversource Energy:

1.45% 5/1/18

3,325,000

3,281,659

2.8% 5/1/23

15,104,000

14,481,036

Exelon Corp.:

1.55% 6/9/17

3,319,000

3,310,802

2.85% 6/15/20

4,888,000

4,877,168

FirstEnergy Corp.:

2.75% 3/15/18

36,397,000

36,513,616

4.25% 3/15/23

31,243,000

31,304,080

7.375% 11/15/31

24,589,000

29,595,320

FirstEnergy Solutions Corp. 6.05% 8/15/21

20,194,000

21,966,892

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Electric Utilities - continued

IPALCO Enterprises, Inc. 3.45% 7/15/20 (h)

$ 27,495,000

$ 27,013,838

Lamar Funding Ltd. 3.958% 5/7/25 (h)

565,000

528,981

LG&E and KU Energy LLC:

2.125% 11/15/15

7,369,000

7,388,226

3.75% 11/15/20

1,450,000

1,519,207

Monongahela Power Co. 4.1% 4/15/24 (h)

3,982,000

4,081,522

Nevada Power Co. 6.5% 5/15/18

790,000

883,546

NSG Holdings II, LLC 7.75% 12/15/25 (h)

9,494,717

10,467,926

NV Energy, Inc. 6.25% 11/15/20

3,500,000

4,054,467

Pennsylvania Electric Co. 6.05% 9/1/17

764,000

828,168

Pepco Holdings, Inc. 2.7% 10/1/15

7,047,000

7,056,189

PPL Capital Funding, Inc. 3.4% 6/1/23

7,184,000

7,074,868

Progress Energy, Inc. 4.4% 1/15/21

12,059,000

12,849,721

RJS Power Holdings LLC 5.125% 7/15/19 (h)

8,575,000

8,103,375

TECO Finance, Inc.:

4% 3/15/16

2,562,000

2,600,240

5.15% 3/15/20

3,761,000

4,107,110

 

341,091,698

Gas Utilities - 0.0%

Intergas Finance BV 6.375% 5/14/17 (Reg. S)

965,000

984,532

Southern Natural Gas Co. 5.9% 4/1/17 (h)

442,000

466,407

Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21

3,646,000

3,729,213

 

5,180,152

Independent Power and Renewable Electricity Producers - 0.5%

Calpine Corp.:

5.375% 1/15/23

4,730,000

4,563,031

5.75% 1/15/25

910,000

881,563

Dolphin Subsidiary II, Inc.:

6.5% 10/15/16

19,000,000

19,475,000

7.25% 10/15/21

21,425,000

22,094,531

Dynegy, Inc.:

6.75% 11/1/19

6,850,000

7,102,594

7.375% 11/1/22

8,135,000

8,419,725

7.625% 11/1/24

14,025,000

14,597,220

Listrindo Capital BV 6.95% 2/21/19 (Reg. S)

650,000

666,250

NRG Energy, Inc.:

6.25% 7/15/22

8,395,000

8,185,125

6.25% 5/1/24

8,475,000

8,051,250

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Independent Power and Renewable Electricity Producers - continued

PPL Energy Supply LLC 6.5% 6/1/25 (h)

$ 1,180,000

$ 1,094,450

TerraForm Power Operating LLC:

5.875% 2/1/23 (h)

1,595,000

1,515,250

6.125% 6/15/25 (h)

500,000

471,250

The AES Corp.:

4.875% 5/15/23

3,775,000

3,510,750

7.375% 7/1/21

1,515,000

1,632,413

 

102,260,402

Multi-Utilities - 0.9%

Dominion Resources, Inc.:

2.5818% 9/30/66 (n)

35,229,000

30,674,771

7.5% 6/30/66 (n)

10,345,000

9,219,981

MidAmerican Energy Holdings, Co.:

1.1% 5/15/17

15,809,000

15,719,221

2% 11/15/18

12,172,000

12,142,860

NiSource Finance Corp.:

5.25% 2/15/43

12,739,000

13,572,589

5.45% 9/15/20

11,473,000

12,834,845

5.8% 2/1/42

6,336,000

7,204,114

5.95% 6/15/41

11,832,000

13,708,271

6.4% 3/15/18

1,228,000

1,364,078

6.8% 1/15/19

6,774,000

7,729,059

PG&E Corp. 2.4% 3/1/19

1,683,000

1,688,160

Puget Energy, Inc.:

6% 9/1/21

15,565,000

17,789,705

6.5% 12/15/20

5,125,000

6,015,069

RWE AG 7% 10/12/72 (Reg. S) (n)

2,700,000

2,808,000

Sempra Energy:

2.3% 4/1/17

14,116,000

14,290,798

2.875% 10/1/22

5,760,000

5,520,286

SP PowerAssets Ltd. 2.7% 9/14/22 (Reg. S)

3,000,000

2,926,464

Wisconsin Energy Corp. 6.25% 5/15/67 (n)

3,860,000

3,343,725

 

178,551,996

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Water Utilities - 0.0%

Yorkshire Water Services Finance Ltd. 6% 4/24/25 (n)

GBP

3,500,000

$ 5,681,512

TOTAL UTILITIES

632,765,760

TOTAL NONCONVERTIBLE BONDS

(Cost $9,021,912,936)


8,951,784,547

U.S. Government and Government Agency Obligations - 19.0%

 

U.S. Treasury Inflation-Protected Obligations - 2.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

202,680,000

182,320,864

1.375% 2/15/44

135,651,571

142,485,411

U.S. Treasury Inflation-Indexed Notes:

0.125% 7/15/24

166,092,620

159,512,508

0.25% 1/15/25

75,564,750

72,857,924

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

557,176,707

U.S. Treasury Obligations - 16.2%

U.S. Treasury Bonds:

2.5% 2/15/45

200,000

181,130

2.875% 8/15/45

101,360,000

99,736,618

3% 5/15/45

650,487,000

655,094,399

4.375% 2/15/38

430,000

543,726

U.S. Treasury Notes:

0.5% 1/31/17 (k)

5,510,000

5,503,614

0.5% 2/28/17

1,450,000

1,447,677

1.125% 6/15/18

836,229,000

838,265,138

1.25% 10/31/18

616,376,000

618,214,033

1.375% 7/31/18

50,772,000

51,210,315

1.375% 4/30/20

18,176,000

18,062,873

1.625% 6/30/20

48,699,000

48,890,484

1.625% 7/31/20

5,593,000

5,611,641

2% 2/15/25

1,140,000

1,118,744

2% 8/15/25 (g)

115,730,000

113,517,821

2.125% 5/15/25

704,209,000

697,900,696

2.25% 11/15/24

50,000,000

50,199,200

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.375% 8/15/24

$ 76,723,000

$ 77,941,745

2.5% 5/15/24

3,700,000

3,802,231

TOTAL U.S. TREASURY OBLIGATIONS

3,287,242,085

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,870,084,540)


3,844,418,792

U.S. Government Agency - Mortgage Securities - 14.0%

 

Fannie Mae - 8.1%

1.75% 10/1/34 (n)

4,028

4,199

1.85% 10/1/33 (n)

3,169

3,297

1.88% 1/1/35 (n)

3,093

3,223

1.88% 1/1/35 (n)

309,395

324,512

1.885% 2/1/33 (n)

1,792

1,865

1.91% 12/1/34 (n)

57,465

59,952

1.91% 3/1/35 (n)

27,587

28,790

1.931% 10/1/33 (n)

19,545

20,396

1.94% 7/1/35 (n)

20,411

21,481

2.05% 3/1/35 (n)

5,168

5,346

2.06% 1/1/35 (n)

215,423

228,417

2.07% 4/1/37 (n)

97,606

102,683

2.09% 10/1/33 (n)

489,320

519,030

2.115% 12/1/34 (n)

12,487

13,147

2.141% 9/1/36 (n)

79,534

85,139

2.143% 9/1/36 (n)

102,393

109,609

2.19% 3/1/37 (n)

25,716

27,259

2.194% 7/1/34 (n)

35,633

37,737

2.243% 3/1/33 (n)

101,377

106,975

2.251% 5/1/35 (n)

258,113

274,011

2.273% 3/1/40 (n)

471,571

503,592

2.278% 6/1/47 (n)

144,202

154,364

2.302% 6/1/36 (n)

168,324

179,765

2.31% 12/1/39 (n)

238,411

255,212

2.317% 5/1/36 (n)

180,101

190,491

2.334% 7/1/35 (n)

119,463

126,919

2.335% 9/1/35 (n)

129,423

138,543

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

2.36% 11/1/36 (n)

$ 105,469

$ 112,259

2.375% 2/1/36 (n)

412,275

439,592

2.421% 10/1/33 (n)

106,225

113,711

2.444% 6/1/36 (n)

374,752

400,869

2.445% 12/1/35 (n)

303,914

325,330

2.458% 3/1/35 (n)

73,733

78,929

2.5% 5/1/27 to 8/1/43

61,129,557

61,465,205

2.53% 9/1/37 (n)

31,520

33,741

2.544% 5/1/36 (n)

190,203

203,028

2.546% 7/1/37 (n)

179,300

191,928

2.557% 6/1/42 (n)

338,990

350,421

2.615% 7/1/34 (n)

238,719

255,541

2.69% 2/1/42 (n)

1,940,959

2,007,691

2.758% 1/1/42 (n)

2,380,632

2,474,945

2.96% 11/1/40 (n)

203,472

213,177

2.982% 9/1/41 (n)

208,873

217,652

3% 8/1/41 (n)

1,196,246

1,242,725

3% 4/1/42 to 8/1/45

137,188,791

138,400,337

3% 9/1/45 (j)

11,000,000

11,047,266

3% 9/1/45 (j)

15,750,000

15,817,676

3% 9/1/45 (j)

700,000

703,008

3% 9/1/45 (j)

12,950,000

13,005,645

3% 10/1/45 (j)

11,000,000

11,020,195

3% 10/1/45 (j)

19,500,000

19,535,800

3.059% 10/1/41 (n)

90,567

94,222

3.239% 7/1/41 (n)

345,772

365,763

3.309% 10/1/41 (n)

197,256

207,389

3.346% 9/1/41 (n)

330,440

347,356

3.461% 12/1/40 (n)

16,327,608

17,313,509

3.5% 5/1/21 to 8/1/45

195,532,121

203,539,049

3.5% 9/1/45 (j)

21,300,000

22,072,123

3.5% 9/1/45 (j)

62,400,000

64,661,994

3.5% 9/1/45 (j)

54,400,000

56,371,995

3.5% 9/1/45 (j)

118,400,000

122,691,988

3.554% 7/1/41 (n)

393,834

416,390

4% 9/1/24 to 8/1/45

245,067,075

261,785,930

4% 9/1/45 (j)

33,200,000

35,259,436

4% 9/1/45 (j)

29,800,000

31,648,530

4% 9/1/45 (j)

700,000

743,422

4.5% 2/1/33 to 4/1/45

239,339,417

260,852,450

4.5% 9/1/45 (j)

104,900,000

113,636,198

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

4.5% 9/1/45 (j)

$ 66,500,000

$ 72,038,200

5% 3/1/18 to 1/1/40

12,863,130

14,311,086

5.204% 7/1/37 (n)

38,769

41,410

5.5% 12/1/17 to 3/1/41

41,331,160

46,286,955

5.565% 8/1/46 (n)

35,732

37,960

6% 2/1/17 to 1/1/42

19,996,559

22,958,828

6.5% 1/1/16 to 4/1/37

8,527,275

9,849,648

7% 12/1/15 to 7/1/37

1,737,692

2,014,141

7.5% 6/1/25 to 2/1/32

743,846

874,496

8% 12/1/17 to 3/1/37

14,369

17,374

8.5% 1/1/17 to 7/1/31

5,368

6,427

9.5% 4/1/16 to 9/1/21

19,301

21,005

TOTAL FANNIE MAE

1,643,647,899

Freddie Mac - 2.8%

1.5% 8/1/37 (n)

36,329

37,466

1.82% 3/1/35 (n)

109,500

113,785

1.825% 3/1/37 (n)

17,605

18,412

1.852% 1/1/36 (n)

94,641

99,746

1.914% 3/1/36 (n)

192,332

201,498

1.981% 12/1/35 (n)

268,185

282,848

2.022% 2/1/37 (n)

183,077

192,081

2.05% 6/1/37 (n)

30,132

31,675

2.055% 11/1/35 (n)

203,364

214,431

2.095% 8/1/37 (n)

77,851

82,228

2.105% 3/1/36 (n)

222,387

234,156

2.121% 5/1/37 (n)

75,262

80,330

2.274% 6/1/33 (n)

249,066

263,084

2.328% 10/1/36 (n)

351,588

372,184

2.333% 4/1/37 (n)

93,267

99,840

2.351% 10/1/35 (n)

135,925

143,969

2.385% 6/1/37 (n)

25,390

27,023

2.394% 10/1/42 (n)

3,383,968

3,567,757

2.415% 6/1/37 (n)

258,833

276,770

2.436% 5/1/37 (n)

70,764

75,744

2.448% 6/1/37 (n)

57,600

61,659

2.489% 4/1/36 (n)

186,736

199,418

2.526% 6/1/33 (n)

757,843

808,047

2.571% 3/1/35 (n)

1,151,839

1,233,007

2.595% 4/1/37 (n)

8,560

9,163

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac - continued

2.67% 6/1/36 (n)

$ 68,904

$ 73,701

2.722% 3/1/33 (n)

6,318

6,764

2.757% 7/1/36 (n)

86,515

92,612

2.757% 12/1/36 (n)

318,536

340,983

3% 8/1/42 to 8/1/45

47,690,227

48,108,823

3% 9/1/45 (j)

86,000,000

86,120,933

3.091% 9/1/41 (n)

2,030,935

2,113,642

3.155% 10/1/35 (n)

159,157

168,471

3.22% 9/1/41 (n)

225,766

236,291

3.235% 4/1/41 (n)

240,343

252,169

3.289% 6/1/41 (n)

259,197

273,827

3.292% 7/1/41 (n)

1,120,711

1,177,579

3.434% 12/1/40 (n)

7,526,902

7,901,094

3.444% 5/1/41 (n)

238,099

249,527

3.5% 4/1/42 to 6/1/45 (l)

167,391,191

173,884,580

3.62% 6/1/41 (n)

371,011

392,910

3.705% 5/1/41 (n)

321,478

340,673

4% 6/1/33 to 5/1/45

95,880,320

102,497,114

4.5% 6/1/25 to 1/1/45 (m)

48,439,808

52,890,490

5% 6/1/20 to 7/1/41

39,215,875

43,514,438

5.124% 4/1/38 (n)

290,635

310,435

5.5% 10/1/17 to 3/1/41

15,770,507

17,584,709

6% 7/1/16 to 12/1/37

3,971,271

4,522,658

6.5% 2/1/16 to 9/1/39

5,732,729

6,570,082

7% 6/1/21 to 9/1/36

1,644,878

1,915,403

7.5% 9/1/15 to 6/1/32

29,492

34,633

8% 7/1/16 to 1/1/37

53,610

64,732

8.5% 2/1/19 to 1/1/28

48,910

58,013

9% 5/1/17 to 10/1/20

166

176

9.5% 5/1/21 to 7/1/21

511

560

10% 11/15/18 to 8/1/21

203

222

11% 11/1/15 to 9/1/20

94

99

TOTAL FREDDIE MAC

560,424,664

Ginnie Mae - 3.1%

3% 6/15/42 to 8/20/45

111,771,485

113,457,642

3.5% 11/15/40 to 8/20/45

172,237,420

179,663,750

3.5% 9/1/45 (j)

35,100,000

36,547,871

3.5% 9/1/45 (j)

37,500,000

39,046,871

4% 5/20/33 to 7/20/45

111,877,857

119,462,467

4.5% 6/20/33 to 8/15/41

91,213,383

99,679,207

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Ginnie Mae - continued

5% 12/15/32 to 9/15/41

$ 36,742,724

$ 41,102,560

5.5% 4/15/29 to 9/15/39

6,140,630

6,975,713

6% 10/15/30 to 11/15/39

861,975

986,119

6.5% 3/20/31 to 10/15/38

479,858

556,448

7% 10/15/22 to 3/15/33

1,547,249

1,821,714

7.5% 1/15/17 to 9/15/31

709,891

830,024

8% 4/15/17 to 11/15/29

245,587

284,939

8.5% 10/15/21 to 1/15/31

41,290

49,513

9% 8/15/19 to 1/15/23

2,420

2,690

9.5% 12/15/20 to 2/15/25

946

1,062

10.5% 3/20/16 to 1/20/18

2,450

2,606

11% 12/20/15 to 9/20/19

917

1,041

TOTAL GINNIE MAE

640,472,237

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,831,006,807)


2,844,544,800

Asset-Backed Securities - 0.8%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.9044% 4/25/35 (n)

664,344

596,925

ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8494% 3/25/34 (n)

286,904

273,372

Airspeed Ltd. Series 2007-1A Class C1, 2.6976% 6/15/32 (h)(n)

3,444,066

1,515,389

American Homes 4 Rent:

Series 2014-SFR1 Class E, 2.75% 6/17/31 (h)(n)

551,000

524,938

Series 2014-SFR2 Class E, 6.231% 10/17/36 (h)

147,000

150,742

Series 2014-SFR3 Class E, 6.418% 12/17/36 (h)

428,000

445,845

Series 2015-SFR1 Class E, 5.639% 4/17/52 (h)

326,438

320,064

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 1.2494% 12/25/33 (n)

48,772

45,099

Series 2004-R2 Class M3, 1.0244% 4/25/34 (n)

89,819

65,990

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.9794% 3/25/34 (n)

47,932

44,434

Series 2004-W11 Class M2, 1.2494% 11/25/34 (n)

561,149

545,162

Series 2004-W7 Class M1, 1.0244% 5/25/34 (n)

1,542,998

1,484,870

Series 2006-W4 Class A2C, 0.3594% 5/25/36 (n)

1,159,665

413,860

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0244% 4/25/34 (n)

$ 1,729,008

$ 1,586,936

Series 2006-HE2 Class M1, 0.5694% 3/25/36 (n)

21,261

170

Capital Auto Receivables Trust Series 2013-3 Class A3, 1.31% 12/20/17

11,540,000

11,553,017

Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3394% 12/25/36 (n)

1,802,588

1,188,800

CFC LLC:

Series 2013-1A Class B, 2.75% 11/15/18 (h)

5,916,550

5,949,428

Series 2013-2A Class A, 1.75% 11/15/17 (h)

1,621,937

1,623,064

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.4494% 3/25/32 (n)

3,192

2,854

Series 2004-3 Class M4, 1.6544% 4/25/34 (n)

69,614

62,739

Series 2004-4 Class M2, 0.9944% 6/25/34 (n)

104,055

94,678

Series 2004-7 Class AF5, 5.868% 1/25/35

3,145,875

3,275,973

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

341,219

334,014

Fannie Mae Series 2004-T5 Class AB3, 0.9538% 5/28/35 (n)

38,916

36,081

Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3744% 8/25/34 (n)

290,872

272,097

First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.0244% 3/25/34 (n)

10,384

9,839

Flagship Credit Auto Trust Series 2015-2 Class A, 1.98% 10/15/20 (h)

20,000,000

20,009,920

Fremont Home Loan Trust Series 2005-A:

Class M3, 0.9344% 1/25/35 (n)

948,695

808,921

Class M4, 1.2194% 1/25/35 (n)

347,133

223,666

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.7091% 2/25/47 (h)(n)

1,273,689

1,189,741

GE Business Loan Trust Series 2006-2A:

Class A, 0.3776% 11/15/34 (h)(n)

938,833

902,521

Class B, 0.4776% 11/15/34 (h)(n)

339,135

314,893

Class C, 0.5776% 11/15/34 (h)(n)

563,628

496,466

Class D, 0.9476% 11/15/34 (h)(n)

214,028

176,783

GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (h)

153,266

4,537

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5194% 8/25/33 (n)

273,785

259,059

Series 2003-3 Class M1, 1.4894% 8/25/33 (n)

454,678

438,275

Series 2003-5 Class A2, 0.8905% 12/25/33 (n)

32,929

30,792

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3894% 1/25/37 (n)

1,522,035

1,014,623

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Invitation Homes Trust:

Series 2013-SFR1 Class F, 3.9% 12/17/30 (h)(n)

$ 590,000

$ 571,177

Series 2014-SFR1 Class F, 3.936% 6/17/31 (h)(n)

557,000

538,739

Series 2014-SFR3 Class E, 4.705% 12/17/31 (h)(n)

206,000

207,598

Series 2014-SRF2 Class F, 4.188% 9/17/31 (h)(n)

335,000

325,233

Series 2015-SFR2 Class E, 3.336% 6/17/32 (h)(n)

485,000

468,290

Series 2015-SFR3 Class E, 3.933% 8/17/32 (h)(n)

7,658,000

7,590,057

Series 2015-SRF1 Class E, 4.386% 3/17/32 (h)(n)

624,000

621,456

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.4905% 7/25/36 (n)

181,664

75,097

Series 2007-CH1:

Class AF3, 5.532% 11/25/36

12,426,183

12,626,284

Class AV4, 0.3205% 11/25/36 (n)

389,062

388,255

KeyCorp Student Loan Trust:

Series 1999-A Class A2, 0.612% 12/27/29 (n)

139,195

138,422

Series 2006-A Class 2C, 1.432% 3/27/42 (n)

3,243,000

1,604,046

Long Beach Mortgage Loan Trust Series 2006-10 Class 2A3, 0.3594% 11/25/36 (n)

4,685,962

2,071,624

Marathon Real Estate CDO Ltd. Series 2006-1A Class B, 0.6294% 5/25/46 (h)(n)

250,000

241,250

MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4994% 5/25/37 (n)

338,532

4,791

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9494% 7/25/34 (n)

118,699

99,508

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 1.1744% 7/25/34 (n)

341,646

312,159

Series 2006-FF1 Class M2, 0.4894% 8/25/36 (n)

13,300,000

12,600,483

Series 2006-FM1 Class A2B, 0.3094% 4/25/37 (n)

245,450

243,356

Series 2006-OPT1 Class A1A, 0.7194% 6/25/35 (n)

1,672,262

1,615,510

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.8794% 8/25/34 (n)

57,368

53,552

Series 2004-NC6 Class M3, 2.3744% 7/25/34 (n)

16,524

14,833

Series 2004-NC8 Class M6, 2.0744% 9/25/34 (n)

18,949

16,970

Series 2005-NC1 Class M1, 0.8594% 1/25/35 (n)

289,373

273,254

Series 2005-NC2 Class B1, 1.9544% 3/25/35 (n)

225,910

4,278

Nationstar HECM Loan Trust Series 2015-1A Class A, 3.875% 5/25/18 (h)

7,470,766

7,480,104

New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7005% 9/25/35 (n)

1,426,957

1,268,640

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 2.0744% 9/25/34 (n)

532,896

504,264

Class M4, 2.3744% 9/25/34 (n)

683,353

315,806

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Park Place Securities, Inc.: - continued

Series 2005-WCH1 Class M4, 1.4444% 1/25/36 (n)

$ 1,475,804

$ 1,300,032

Resource Real Estate Funding CDO Series 2007-1A Class J, 3.1494% 9/25/46 (h)(n)

250,000

63,000

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9994% 4/25/33 (n)

5,108

4,830

Santander Drive Auto Receivables Trust Series 2014-4 Class C, 2.6% 11/16/20

7,985,000

8,044,464

Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9944% 3/25/35 (n)

794,671

730,890

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.2359% 6/15/33 (n)

685,690

664,796

Springcastle SPV Series 2014-AA Class A, 2.7% 5/25/23 (h)

10,910,794

10,948,981

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9244% 9/25/34 (n)

42,679

37,459

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0594% 9/25/34 (n)

28,819

25,690

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8435% 4/6/42 (h)(n)

2,683,017

1,529,320

Truman Capital Mortgage Loan Trust Series 2014-NPL2 Class A1, 3.125% 6/25/54 (h)

285,294

284,109

Vericrest Opportunity Loan Trust:

Series 2014-NP11 Class A1, 3.875% 4/25/55 (h)

6,280,446

6,278,571

Series 2014-NPL7 Class A1, 3.375% 8/27/57 (h)

10,529,615

10,515,284

Whinstone Capital Management Ltd. Series 1A Class B3, 2.0951% 10/25/44 (h)(n)

1,789,540

1,784,312

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.6534% 11/21/40 (h)(n)

186,318

181,791

Class D, 1.1834% 11/21/40 (h)(n)

305,000

245,678

TOTAL ASSET-BACKED SECURITIES

(Cost $143,347,784)


153,200,820

Collateralized Mortgage Obligations - 2.9%

 

Private Sponsor - 0.8%

Banc of America Funding Corp.:

sequential payer Series 2010-R4 Class 6A1, 0.3341% 1/26/37 (h)(n)

22,807

22,753

Series 2015-R3 Class 10A1, 0.3305% 6/27/36 (h)(n)

19,607,233

18,914,493

BCAP LLC Trust sequential payer:

Series 2013-RR3 Class 2A1, 2.3758% 2/26/37 (h)(n)

6,322,728

6,296,805

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

BCAP LLC Trust sequential payer: - continued

Series 2013-RR4 Class 2A1, 2.7793% 5/26/47 (h)(n)

$ 9,143,721

$ 9,105,994

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7594% 1/25/35 (n)

1,091,384

1,061,798

Citigroup Mortgage Loan Trust sequential payer:

Series 2012-A Class A, 2.5% 6/25/51 (h)

8,438,307

8,299,102

Series 2014-8 Class 2A1, 3.45% 6/27/37 (h)(n)

12,485,108

12,619,020

Credit Suisse Commercial Mortgage Trust Series 2014-15R Class 7A3, 1.1124% 10/26/37 (h)(n)

786,763

770,452

CSMC:

floater Series 2015-1R Class 6A1, 0.467% 5/27/37 (h)(n)

13,041,125

12,109,226

Series 2011-2R Class 2A1, 2.6521% 7/27/36 (h)

11,998,746

11,870,902

Series 2014-3R Class 2A1, 0.8847% 5/27/37 (h)(n)

1,977,086

1,874,527

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5683% 10/25/34 (n)

598,303

594,326

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.3578% 12/25/46 (h)(n)

910,000

1,004,129

Series 2010-K7 Class B, 5.4406% 4/25/20 (h)(n)

1,000,000

1,115,921

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 1.3028% 12/20/54 (n)

205,017

202,147

Series 2006-1A Class C2, 1.4028% 12/20/54 (h)(n)

6,523,000

6,443,419

Series 2006-2 Class C1, 1.1428% 12/20/54 (n)

21,543,000

21,014,871

Series 2006-3 Class C2, 1.2028% 12/20/54 (n)

1,124,000

1,107,252

Series 2006-4:

Class C1, 0.9628% 12/20/54 (n)

2,767,000

2,677,747

Class M1, 0.5428% 12/20/54 (n)

1,190,000

1,160,238

Series 2007-1:

Class 1C1, 0.8028% 12/20/54 (n)

2,234,000

2,146,567

Class 1M1, 0.5028% 12/20/54 (n)

1,493,000

1,440,894

Class 2C1, 1.0628% 12/20/54 (n)

1,015,000

986,625

Class 2M1, 0.7028% 12/20/54 (n)

1,917,000

1,878,526

Series 2007-2 Class 2C1, 1.0576% 12/17/54 (n)

2,654,000

2,579,945

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.737% 1/20/44 (n)

430,241

426,023

GSR Mortgage Loan Trust floater Series 2007-AR1 Class 6A1, 2.0124% 3/25/37 (n)

890,132

866,142

JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.5847% 8/25/36 (n)

1,296,420

1,096,226

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4094% 5/25/47 (n)

1,233,231

1,139,906

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3694% 2/25/37 (n)

$ 3,448,741

$ 3,103,867

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

106,645

109,193

Oak Hill Advisors Residential Loan Trust Series 2014-NPL2 Class A1, 3.475% 4/25/54 (h)

8,684,546

8,676,874

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4894% 7/25/35 (n)

1,017,296

962,640

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.5385% 6/10/35 (h)(n)

403,347

366,193

Class B6, 3.0385% 6/10/35 (h)(n)

89,932

82,862

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3234% 7/20/34 (n)

23,167

22,738

Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.5121% 4/25/33 (n)

199,322

196,290

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-BB Class A2, 2.6192% 1/25/35 (n)

3,152,051

3,163,190

Series 2005-AR10 Class 2A15, 2.6681% 6/25/35 (n)

15,817,688

16,075,405

Series 2005-AR2 Class 1A2, 2.6165% 3/25/35 (n)

1,906,824

1,763,150

TOTAL PRIVATE SPONSOR

165,348,378

U.S. Government Agency - 2.1%

Fannie Mae:

floater:

Series 2002-18 Class FD, 0.9994% 2/25/32 (n)

34,321

34,884

Series 2002-39 Class FD, 1.1996% 3/18/32 (n)

54,829

56,047

Series 2002-60 Class FV, 1.1994% 4/25/32 (n)

71,759

73,519

Series 2002-63 Class FN, 1.1994% 10/25/32 (n)

98,533

100,891

Series 2002-7 Class FC, 0.9494% 1/25/32 (n)

36,334

37,142

Series 2002-94 Class FB, 0.5994% 1/25/18 (n)

47,775

47,931

Series 2003-118 Class S, 7.9006% 12/25/33 (n)(o)(q)

1,141,847

265,347

Series 2006-104 Class GI, 6.4806% 11/25/36 (n)(o)(q)

838,434

165,650

Series 2006-33 Class CF, 0.4994% 5/25/36 (n)

704,805

706,628

Series 2007-57 Class FA, 0.4294% 6/25/37 (n)

898,475

898,620

Series 2008-76 Class EF, 0.6994% 9/25/23 (n)

461,381

463,189

planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

54,633

59,987

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

planned amortization class:

Series 1993-207 Class H, 6.5% 11/25/23

$ 670,346

$ 749,254

Series 1994-23 Class PZ, 6% 2/25/24

1,817,625

2,006,775

Series 1996-28 Class PK, 6.5% 7/25/25

218,950

244,799

Series 1999-17 Class PG, 6% 4/25/29

575,834

632,653

Series 1999-32 Class PL, 6% 7/25/29

497,538

547,734

Series 1999-33 Class PK, 6% 7/25/29

322,551

355,846

Series 2001-52 Class YZ, 6.5% 10/25/31

39,775

44,934

Series 2002-9 Class PC, 6% 3/25/17

26,299

27,023

Series 2003-28 Class KG, 5.5% 4/25/23

395,584

432,157

Series 2004-21 Class QE, 4.5% 11/25/32

65,150

66,821

Series 2005-102 Class CO, 11/25/35 (p)

324,410

294,104

Series 2005-73 Class SA, 17.0316% 8/25/35 (n)(q)

127,624

165,687

Series 2005-81 Class PC, 5.5% 9/25/35

427,876

496,859

Series 2006-105 Class MD, 5.5% 6/25/35

352,232

358,425

Series 2006-12 Class BO, 10/25/35 (p)

1,344,951

1,261,425

Series 2006-37 Class OW, 5/25/36 (p)

155,439

137,493

Series 2006-45 Class OP, 6/25/36 (p)

414,275

367,953

Series 2006-62 Class KP, 4/25/36 (p)

594,171

529,242

sequential payer:

Series 1997-41 Class J, 7.5% 6/18/27

115,120

135,166

Series 1999-25 Class Z, 6% 6/25/29

438,753

495,984

Series 2001-20 Class Z, 6% 5/25/31

576,301

634,633

Series 2001-31 Class ZC, 6.5% 7/25/31

304,566

350,904

Series 2002-16 Class ZD, 6.5% 4/25/32

159,403

185,786

Series 2002-74 Class SV, 7.3506% 11/25/32 (n)(o)

718,460

130,088

Series 2002-79 Class Z, 5.5% 11/25/22

799,761

891,611

Series 2010-50 Class FA, 0.5494% 1/25/24 (n)

12,799

12,800

Series 2012-67 Class AI, 4.5% 7/25/27 (o)

4,199,468

571,464

Series 06-116 Class SG, 6.4406% 12/25/36 (n)(o)(q)

561,436

109,000

Series 07-40 Class SE, 6.2406% 5/25/37 (n)(o)(q)

351,504

58,427

Series 1993-165 Class SH, 19.2358% 9/25/23 (n)(q)

26,591

36,152

Series 2003-21 Class SK, 7.9006% 3/25/33 (n)(o)(q)

99,830

27,222

Series 2003-35 Class TQ, 7.3006% 5/25/18 (n)(o)(q)

47,833

3,149

Series 2005-72 Class ZC, 5.5% 8/25/35

3,477,956

3,917,817

Series 2007-57 Class SA, 39.4236% 6/25/37 (n)(q)

268,961

539,070

Series 2007-66:

Class FB, 0.5994% 7/25/37 (n)

1,078,031

1,086,635

Class SA, 38.4036% 7/25/37 (n)(q)

410,590

806,581

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2007-66:

Class SB, 38.4036% 7/25/37 (n)(q)

$ 179,672

$ 344,115

Series 2008-12 Class SG, 6.1506% 3/25/38 (n)(o)(q)

2,418,678

435,433

Series 2009-114 Class AI, 5% 12/25/23 (o)

444,056

18,281

Series 2009-16 Class SA, 6.0506% 3/25/24 (n)(o)(q)

251,947

8,967

Series 2009-76 Class MI, 5.5% 9/25/24 (o)

219,368

10,697

Series 2009-85 Class IB, 4.5% 8/25/24 (o)

246,918

20,483

Series 2009-93 Class IC, 4.5% 9/25/24 (o)

371,345

30,118

Series 2010-112 Class SG, 6.1606% 6/25/21 (n)(o)(q)

330,203

24,365

Series 2010-12 Class AI, 5% 12/25/18 (o)

923,657

49,935

Series 2010-135 Class LS, 5.8506% 12/25/40 (n)(o)(q)

2,194,654

390,924

Series 2010-139 Class NI, 4.5% 2/25/40 (o)

2,142,589

303,990

Series 2010-17 Class DI, 4.5% 6/25/21 (o)

247,906

14,535

Series 2010-23:

Class AI, 5% 12/25/18 (o)

390,489

19,018

Class HI, 4.5% 10/25/18 (o)

271,579

13,433

Series 2010-29 Class LI, 4.5% 6/25/19 (o)

837,644

39,066

Series 2010-97 Class CI, 4.5% 8/25/25 (o)

792,747

57,999

Series 2011-39 Class ZA, 6% 11/25/32

1,474,496

1,684,984

Series 2011-67 Class AI, 4% 7/25/26 (o)

664,689

75,776

Series 2011-83 Class DI, 6% 9/25/26 (o)

1,073,476

144,530

Series 2013-N1 Class A, 6.5206% 6/25/35 (n)(o)(q)

1,726,662

377,616

Fannie Mae Stripped Mortgage-Backed Securities:

Series 339:

Class 29, 5.5% 8/25/18 (o)

141,617

7,051

Class 5, 5.5% 7/25/33 (o)

328,031

68,974

Series 343 Class 16, 5.5% 5/25/34 (o)

262,596

51,101

Series 348 Class 14, 6.5% 8/25/34 (n)(o)

187,570

41,486

Series 351:

Class 12, 5.5% 4/25/34 (n)(o)

131,347

23,327

Class 13, 6% 3/25/34 (o)

173,945

34,742

Series 359 Class 19, 6% 7/25/35 (n)(o)

122,725

25,476

Series 384 Class 6, 5% 7/25/37 (o)

1,557,588

322,907

Freddie Mac:

floater:

Series 2412 Class FK, 0.9976% 1/15/32 (n)

28,001

28,450

Series 2423 Class FA, 1.0976% 3/15/32 (n)

38,910

39,705

Series 2424 Class FM, 1.1976% 3/15/32 (n)

52,218

53,488

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

floater:

Series 2432:

Class FE, 1.0976% 6/15/31 (n)

$ 69,662

$ 71,111

Class FG, 1.0976% 3/15/32 (n)

23,206

23,673

floater planned amortization class Series 3153 Class FX, 0.5476% 5/15/36 (n)

1,455,341

1,460,620

floater target amortization class Series 3366 Class FD, 0.4476% 5/15/37 (n)

1,654,255

1,653,262

planned amortization class:

Series 2006-15 Class OP, 3/25/36 (p)

1,098,432

990,254

Series 2095 Class PE, 6% 11/15/28

619,739

684,543

Series 2101 Class PD, 6% 11/15/28

56,690

62,327

Series 2121 Class MG, 6% 2/15/29

256,041

281,945

Series 2131 Class BG, 6% 3/15/29

1,688,868

1,864,419

Series 2137 Class PG, 6% 3/15/29

277,365

305,626

Series 2154 Class PT, 6% 5/15/29

424,428

467,209

Series 2162 Class PH, 6% 6/15/29

107,139

117,584

Series 2425 Class JH, 6% 3/15/17

40,767

41,988

Series 2520 Class BE, 6% 11/15/32

572,734

631,918

Series 2585 Class KS, 7.4024% 3/15/23 (n)(o)(q)

40,713

6,047

Series 2693 Class MD, 5.5% 10/15/33

6,509,800

7,287,373

Series 2802 Class OB, 6% 5/15/34

1,167,945

1,311,362

Series 2937 Class KC, 4.5% 2/15/20

1,514,116

1,585,135

Series 2962 Class BE, 4.5% 4/15/20

1,516,669

1,596,730

Series 3002 Class NE, 5% 7/15/35

1,636,757

1,803,192

Series 3110 Class OP, 9/15/35 (p)

775,962

734,775

Series 3119 Class PO, 2/15/36 (p)

1,207,557

1,047,822

Series 3121 Class KO, 3/15/36 (p)

250,122

223,246

Series 3123 Class LO, 3/15/36 (p)

726,084

646,729

Series 3145 Class GO, 4/15/36 (p)

683,632

615,187

Series 3189 Class PD, 6% 7/15/36

1,514,483

1,739,193

Series 3225 Class EO, 10/15/36 (p)

437,334

387,304

Series 3258 Class PM, 5.5% 12/15/36

692,229

779,257

Series 3415 Class PC, 5% 12/15/37

647,977

699,024

Series 3786 Class HI, 4% 3/15/38 (o)

1,935,377

224,310

Series 3806 Class UP, 4.5% 2/15/41

3,745,520

4,053,320

Series 3832 Class PE, 5% 3/15/41

2,375,210

2,698,128

sequential payer:

Series 2135 Class JE, 6% 3/15/29

115,333

126,950

Series 2274 Class ZM, 6.5% 1/15/31

134,310

154,678

Series 2281 Class ZB, 6% 3/15/30

332,529

364,540

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

$ 144,038

$ 159,179

Series 2357 Class ZB, 6.5% 9/15/31

992,608

1,152,413

Series 2502 Class ZC, 6% 9/15/32

296,840

329,068

Series 2519 Class ZD, 5.5% 11/15/32

530,934

579,601

Series 2546 Class MJ, 5.5% 3/15/23

254,056

272,632

Series 2601 Class TB, 5.5% 4/15/23

118,104

131,091

Series 2998 Class LY, 5.5% 7/15/25

313,890

345,400

Series 06-3115 Class SM, 6.4024% 2/15/36 (n)(o)(q)

468,674

81,264

Series 2013-4281 Class AI, 4% 12/15/28 (o)

7,241,957

818,134

Series 2844:

Class SC, 45.5156% 8/15/24 (n)(q)

15,994

27,876

Class SD, 83.8812% 8/15/24 (n)(q)

23,530

56,834

Series 2935 Class ZK, 5.5% 2/15/35

4,664,532

5,303,266

Series 2947 Class XZ, 6% 3/15/35

1,705,251

1,922,437

Series 3055 Class CS, 6.3924% 10/15/35 (n)(o)

663,769

131,598

Series 3244 Class SG, 6.4624% 11/15/36 (n)(o)(q)

1,573,668

301,271

Series 3274 Class SM, 6.2324% 2/15/37 (n)(o)

787,325

143,656

Series 3284 Class CI, 5.9224% 3/15/37 (n)(o)

3,665,485

671,754

Series 3287 Class SD, 6.5524% 3/15/37 (n)(o)(q)

2,368,438

559,372

Series 3297 Class BI, 6.5624% 4/15/37 (n)(o)(q)

3,474,601

704,247

Series 3336 Class LI, 6.3824% 6/15/37 (n)(o)

1,260,743

181,668

Series 3772 Class BI, 4.5% 10/15/18 (o)

987,233

49,352

Series 3949 Class MK, 4.5% 10/15/34

1,162,691

1,260,336

Series 3955 Class YI, 3% 11/15/21 (o)

4,090,266

246,243

Series 4471 Class PA 4% 12/15/40

16,542,139

17,482,450

target amortization class Series 2156 Class TC, 6.25% 5/15/29

350,826

385,183

Freddie Mac Manufactured Housing participation certificates guaranteed:

floater Series 1686 Class FA, 1.0976% 2/15/24 (n)

143,037

145,067

sequential payer:

Series 2043 Class ZH, 6% 4/15/28

278,747

306,998

Series 2056 Class Z, 6% 5/15/28

493,989

544,097

Freddie Mac Multi-family Strutured Pass-thru Certificates Series 4386 Class AZ, 4.5% 11/15/40

9,175,093

10,327,662

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2007-37 Class TS, 6.4924% 6/16/37 (n)(o)(q)

666,871

116,266

Series 2010-H03 Class FA, 0.739% 3/20/60 (n)(r)

7,239,958

7,254,778

Series 2010-H17 Class FA, 0.519% 7/20/60 (n)(r)

784,120

780,609

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2010-H18 Class AF, 0.4882% 9/20/60 (n)(r)

$ 939,927

$ 934,403

Series 2010-H19 Class FG, 0.4882% 8/20/60 (n)(r)

1,124,650

1,118,127

Series 2010-H27 Series FA, 0.5682% 12/20/60 (n)(r)

1,881,037

1,877,644

Series 2011-H05 Class FA, 0.6882% 12/20/60 (n)(r)

3,058,776

3,062,612

Series 2011-H07 Class FA, 0.6882% 2/20/61 (n)(r)

5,744,796

5,751,178

Series 2011-H12 Class FA, 0.6782% 2/20/61 (n)(r)

7,672,367

7,682,249

Series 2011-H13 Class FA, 0.6882% 4/20/61 (n)(r)

2,954,143

2,957,818

Series 2011-H14:

Class FB, 0.6882% 5/20/61 (n)(r)

3,408,666

3,413,605

Class FC, 0.6882% 5/20/61 (n)(r)

3,111,103

3,115,253

Series 2011-H17 Class FA, 0.7182% 6/20/61 (n)(r)

4,100,268

4,109,223

Series 2011-H21 Class FA, 0.7882% 10/20/61 (n)(r)

7,977,929

8,016,814

Series 2012-H01 Class FA, 0.8882% 11/20/61 (n)(r)

3,853,340

3,876,537

Series 2012-H03 Class FA, 0.8882% 1/20/62 (n)(r)

2,412,451

2,427,037

Series 2012-H06 Class FA, 0.8182% 1/20/62 (n)(r)

3,713,802

3,736,656

Series 2012-H07 Class FA, 0.8182% 3/20/62 (n)(r)

2,233,512

2,250,873

Series 2012-H23 Class WA, 0.7082% 10/20/62 (n)(r)

1,972,568

1,977,101

Series 2012-H26, Class CA, 0.7182% 7/20/60 (n)(r)

8,393,046

8,409,572

Series 2013-H07 Class BA, 0.5482% 3/20/63 (n)(r)

3,088,896

3,064,778

Series 2014-H03 Class FA, 0.7882% 1/20/64 (n)(r)

3,557,562

3,576,929

Series 2014-H05 Class FB, 0.7882% 12/20/63 (n)(r)

8,840,658

8,888,132

Series 2014-H11 Class BA, 0.6882% 6/20/64 (n)(r)

14,231,600

14,289,964

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2014-H20 Class BF, 0.6882% 9/20/64 (n)(r)

$ 45,507,119

$ 45,432,123

Series 2015-H13 Class FL, 0.4682% 5/20/63 (n)(r)

25,469,565

25,418,600

Series 2015-H19 Class FA, 0.393% 4/20/63 (n)(r)

23,700,000

23,655,563

planned amortization class:

Series 1993-13 Class PD, 6% 5/20/29

576,554

658,056

Series 1997-8 Class PE, 7.5% 5/16/27

242,407

286,190

Series 2011-136 Class WI, 4.5% 5/20/40 (o)

1,489,777

244,883

sequential payer Series 2004-24 Class ZM, 5% 4/20/34

2,348,217

2,601,424

Series 2004-32 Class GS, 6.3024% 5/16/34 (n)(o)(q)

354,374

76,792

Series 2004-73 Class AL, 7.0024% 8/17/34 (n)(o)(q)

426,172

82,363

Series 2007-35 Class SC, 39.0144% 6/16/37 (n)(q)

28,844

55,931

Series 2010-H10 Class FA, 0.519% 5/20/60 (n)(r)

2,445,477

2,434,013

Series 2012-76 Class GS, 6.5024% 6/16/42 (n)(o)(q)

1,443,066

301,234

Series 2012-97 Class JS, 6.0524% 8/16/42 (n)(o)(q)

4,573,075

784,352

Series 2013-124:

Class ES, 8.3963% 4/20/39 (n)(q)

4,142,567

4,818,231

Class ST, 8.5297% 8/20/39 (n)(q)

7,781,810

9,136,388

Series 2013-160 Class MS, 5.9973% 9/20/32 (n)(o)(q)

6,145,514

1,119,942

Series 2015-H13 Class HA, 2.5% 8/20/64 (r)

33,560,356

34,389,062

Series 2015-H17 Class HA, 2.5% 5/20/65 (r)

28,442,055

29,147,390

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (j)(r)

30,750,363

31,495,100

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (j)(r)

6,637,302

6,804,272

TOTAL U.S. GOVERNMENT AGENCY

429,373,477

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $561,302,341)


594,721,855

Commercial Mortgage Securities - 6.7%

 

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

180,000

201,179

Asset Securitization Corp.:

Series 1997-D4 Class B5, 7.525% 4/14/29

129,000

129,872

Series 1997-D5 Class PS1, 1.4464% 2/14/43 (n)(o)

456,274

5,710

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (h)(n)

$ 1,500,000

$ 1,470,703

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2005-4 Class AJ, 5.038% 7/10/45 (n)

254,963

254,820

Series 2006-2 Class A4, 5.7271% 5/10/45 (n)

17,625,794

17,815,553

Series 2006-3 Class A4, 5.889% 7/10/44

51,155,192

52,078,185

Series 2006-4 Class AM, 5.675% 7/10/46

1,000,000

1,034,448

Series 2006-6 Class A3, 5.369% 10/10/45

3,804,000

3,823,035

Series 2006-4 Class A1A, 5.617% 7/10/46 (n)

26,299,622

27,050,502

Series 2004-1 Class F, 5.279% 11/10/39 (h)

185,000

185,051

Series 2005-1 Class CJ, 5.3371% 11/10/42 (n)

175,766

175,573

Series 2005-5 Class D, 5.3247% 10/10/45 (n)

1,180,000

1,183,728

Series 2005-6 Class AJ, 5.1559% 9/10/47 (n)

300,000

301,608

Series 2006-6 Class E, 5.619% 10/10/45 (h)

1,098,000

122,411

Series 2007-2 Class A4, 5.6126% 4/10/49 (n)

8,292,000

8,634,567

Series 2007-3 Class A4, 5.5746% 6/10/49 (n)

20,967,320

21,956,977

Series 2008-1 Class D, 6.2584% 2/10/51 (h)(n)

125,000

95,414

Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49

6,743,694

7,053,028

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.4744% 12/25/33 (h)(n)

33,328

30,064

Series 2005-4A:

Class A2, 0.5894% 1/25/36 (h)(n)

788,356

700,667

Class B1, 1.5994% 1/25/36 (h)(n)

32,921

20,941

Class M1, 0.6494% 1/25/36 (h)(n)

254,309

206,031

Class M2, 0.6694% 1/25/36 (h)(n)

76,293

59,816

Class M3, 0.6994% 1/25/36 (h)(n)

111,419

83,999

Class M4, 0.8094% 1/25/36 (h)(n)

61,621

45,484

Class M5, 0.8494% 1/25/36 (h)(n)

61,621

45,238

Class M6, 0.8994% 1/25/36 (h)(n)

65,448

46,847

Series 2006-3A Class M4, 0.6294% 10/25/36 (h)(n)

32,221

3,308

Series 2007-1 Class A2, 0.4694% 3/25/37 (h)(n)

527,262

441,664

Series 2007-2A:

Class A1, 0.4694% 7/25/37 (h)(n)

541,279

461,786

Class A2, 0.5194% 7/25/37 (h)(n)

505,752

416,077

Class M1, 0.5694% 7/25/37 (h)(n)

177,592

135,918

Class M2, 0.6094% 7/25/37 (h)(n)

97,043

68,317

Class M3, 0.6894% 7/25/37 (h)(n)

74,751

43,833

Series 2007-3:

Class A2, 0.4894% 7/25/37 (h)(n)

483,895

394,167

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M1, 0.5094% 7/25/37 (h)(n)

$ 105,098

$ 81,257

Class M2, 0.5394% 7/25/37 (h)(n)

112,645

80,894

Class M3, 0.5694% 7/25/37 (h)(n)

177,501

78,035

Class M4, 0.6994% 7/25/37 (h)(n)

278,704

81,819

Class M5, 0.7994% 7/25/37 (h)(n)

133,533

26,213

Series 2007-4A Class M1, 1.1494% 9/25/37 (h)(n)

190,162

36,301

Series 2006-3A, Class IO, 0% 10/25/36 (h)(n)(o)

5,108,763

1

Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(n)(o)

4,852,783

15,441

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.43% 3/11/39 (n)

450,000

454,935

Bear Stearns Commercial Mortgage Securities Trust:

sequential payer:

Series 2006-PW14 Class AM, 5.243% 12/11/38

600,000

624,806

Series 2006-T22 Class AJ, 5.5924% 4/12/38 (n)

400,000

408,402

Series 2007-PW16 Class A4, 5.7053% 6/11/40 (n)

1,112,000

1,175,544

Series 1999-C1 Class I, 5.64% 2/14/31 (h)

107,279

106,292

Series 2006-T22:

Class A4, 5.5924% 4/12/38 (n)

166,540

167,970

Class B, 5.5924% 4/12/38 (h)(n)

200,000

207,422

Series 2007-PW18 Class X2, 0.3003% 6/11/50 (h)(n)(o)

87,557,706

91,760

Series 2007-T28 Class X2, 0.1359% 9/11/42 (h)(n)(o)

54,532,420

5,999

Beckman Coulter, Inc. sequential payer Series 2000-A Class A, 7.4975% 12/15/18 (h)

724,139

773,609

BLCP Hotel Trust:

floater Series 2014-CLRN Class F, 3.2316% 8/15/29 (h)(n)

832,000

804,016

Series 2014-CLMZ Class M, 5.9255% 8/15/29 (h)(n)

1,665,702

1,654,329

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.9476% 8/15/26 (h)(n)

700,000

699,389

BWAY Mortgage Trust Series 2015-1740 Class E, 3.8241% 1/13/35 (h)(n)

1,000,000

964,051

C-BASS Trust floater Series 2006-SC1 Class A, 0.4694% 5/25/36 (h)(n)

304,743

289,950

Carefree Portfolio Trust floater:

Series 2014-CARE:

Class E, 4.198% 11/15/19 (h)(n)

1,574,000

1,582,622

Class F, 2.7817% 11/15/19 (h)(n)

119,000

116,162

Series 2014-CMZA Class MZA, 6.1745% 11/15/19 (h)(n)

1,537,000

1,534,947

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Carefree Portfolio Trust 2014-Car floater Series 2014-CMZB Class MZB, 7.9199% 11/15/29 (h)(n)

$ 1,158,000

$ 1,155,600

CDGJ Commercial Mortgage Trust Series 2014-BXCH:

Class A, 1.5873% 12/15/27 (h)(n)

19,500,000

19,469,619

Class DPA, 3.1976% 12/15/27 (h)(n)

6,164,000

6,151,968

CFCRE Commercial Mortgage Trust Series 2011-C2 Class B, 5.5743% 12/15/47 (h)(n)

750,000

849,273

CG-CCRE Commercial Mortgage Trust:

Series 2014-FL1:

Class YTC2, 2.6745% 6/15/31 (h)(n)

511,000

492,718

Class YTC3, 2.6745% 6/15/31 (h)(n)

184,000

174,962

Series 2014-FL1, 2.6745% 6/15/31 (h)(n)

511,000

498,730

CGBAM Commercial Mortgage Trust Series 2015-SMRT Class F, 3.7859% 4/10/28 (h)(n)

902,000

857,869

Chase Commercial Mortgage Securities Corp.:

Series 1998-1 Class H, 6.34% 5/18/30 (h)

800,000

839,749

Series 1998-2 Class J, 6.39% 11/18/30 (h)

487,111

438,161

Citigroup Commercial Mortgage Trust:

Series 2013-GC15 Class D, 5.1051% 9/10/46 (h)(n)

1,010,000

982,380

Series 2015-SHP2 Class E, 4.535% 7/15/27 (h)(n)

1,239,000

1,236,100

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer:

Series 2006-CD3 Class A5, 5.617% 10/15/48

8,179,818

8,409,163

Series 2007-CD4:

Class A3, 5.293% 12/11/49

172,969

173,873

Class A4, 5.322% 12/11/49

31,258,000

32,322,272

Series 2005-CD1 Class AJ, 5.2018% 7/15/44 (n)

500,000

499,462

Claregold Trust Series 2007-2A:

Class F, 5.01% 5/15/44 (h)(n)

CAD

138,000

104,063

Class G, 5.01% 5/15/44 (h)(n)

CAD

30,000

22,212

Class H, 5.01% 5/15/44 (h)(n)

CAD

20,000

14,457

Class J, 5.01% 5/15/44 (h)(n)

CAD

20,000

13,890

Class K, 5.01% 5/15/44 (h)(n)

CAD

10,000

6,808

Class L, 5.01% 5/15/44 (h)(n)

CAD

36,000

23,563

Class M, 5.01% 5/15/44 (h)(n)

CAD

165,000

101,880

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (n)

2,125,000

2,064,238

COMM Mortgage Trust:

floater Series 2014-PAT Class E, 3.336% 8/13/27 (h)(n)

735,000

727,228

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

1,410,000

1,123,606

Series 2012-CR5 Class D, 4.3356% 12/10/45 (h)(n)

740,000

743,849

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2013-CR10:

Class C, 4.7925% 8/10/46 (h)(n)

$ 270,000

$ 278,724

Class D, 4.7925% 8/10/46 (h)(n)

790,000

743,386

Series 2013-CR12 Class D, 5.0847% 10/10/46 (h)(n)

1,680,000

1,655,826

Series 2013-CR9:

Class C, 4.2581% 7/10/45 (h)(n)

525,000

526,183

Class D, 4.2581% 7/10/45 (h)(n)

756,000

709,490

Series 2013-LC6 Class D, 4.2865% 1/10/46 (h)(n)

1,109,000

1,044,351

Series 2014-CR15 Class D, 4.7657% 2/10/47 (h)(n)

258,000

249,179

Series 2014-CR17 Class D, 4.7994% 5/10/47 (h)(n)

567,000

535,956

Series 2014-UBS2 Class D, 5.0154% 3/10/47 (h)(n)

844,000

797,880

Series 2015-3BP Class F, 3.2384% 2/10/35 (h)(n)

1,000,000

876,537

Series 2015-CR23 Class CME, 3.6845% 5/10/48 (h)(n)

483,000

443,848

COMM Mortgage Trust pass-thru certificates:

floater Series 2005-F10A Class J, 1.0476% 4/15/17 (h)(n)

126,140

126,169

sequential payer Series 2006-C7 Class A1A, 5.7386% 6/10/46 (n)

2,335,546

2,396,691

Series 2005-LP5 Class F, 4.9795% 5/10/43 (h)(n)

1,290,000

1,302,585

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

1,275,189

1,227,269

Commercial Mortgage Asset Trust Series 1999-C2 Class H, 6% 11/17/32

623,315

660,148

Commercial Mortgage Trust pass-thru certificates:

Series 2012-CR1:

Class C, 5.3592% 5/15/45 (n)

850,000

921,955

Class D, 5.3592% 5/15/45 (h)(n)

1,510,000

1,546,614

Series 2012-CR2:

Class E, 4.8572% 8/15/45 (h)(n)

1,727,000

1,696,629

Class F, 4.25% 8/15/45 (h)

1,418,000

1,286,981

Series 2012-LC4:

Class C, 5.6452% 12/10/44 (n)

260,000

287,285

Class D, 5.6452% 12/10/44 (h)(n)

1,143,000

1,203,828

Series 2014-CR2 Class G, 4.25% 8/15/45 (h)

403,000

317,407

Core Industrial Trust:

Series 2015-CALW Class G, 3.8504% 2/10/34 (h)(n)

544,000

497,418

Series 2015-WEST Class F, 4.2268% 2/10/37 (h)(n)

731,000

645,605

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2007-C2 Class A2, 5.448% 1/15/49 (n)

27,691

27,691

Series 2007-C3 Class A4, 5.6993% 6/15/39 (n)

16,762,633

17,570,408

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Credit Suisse Commercial Mortgage Trust: - continued

Series 2007-C5 Class A4, 5.695% 9/15/40 (n)

$ 1,722,000

$ 1,818,079

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1:

Class F, 6% 5/17/40 (h)

1,212,440

1,289,831

Class H, 6% 5/17/40 (h)

90,315

75,213

Series 1998-C2:

Class F, 6.75% 11/15/30 (h)

499,779

512,111

Class G, 6.75% 11/15/30 (h)

180,000

190,863

Series 2001-CKN5 Class AX, 0% 9/15/34 (h)(n)(o)

2,730

0

Series 2002-CKP1 Class KZ, 6.294% 12/15/35 (h)(n)

140,650

141,253

CSMC Series 2015-TOWN:

Class B, 2.0976% 3/15/17 (h)(n)

3,043,000

3,022,405

Class C, 2.4476% 3/15/17 (h)(n)

2,964,000

2,944,035

Class D, 3.3976% 3/15/17 (h)(n)

4,485,000

4,447,873

Class E, 4.336% 3/15/17 (h)(n)

20,318,000

20,139,263

CSMC Trust floater Series 2015-DEAL:

Class E, 4.198% 4/15/29 (h)(n)

724,000

716,966

Class F, 4.948% 4/15/29 (h)(n)

1,453,000

1,439,041

DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (h)(n)

967,000

905,463

DBUBS Mortgage Trust Series 2011-LC1A:

Class D, 5.5569% 11/10/46 (h)(n)

500,000

547,023

Class E, 5.5569% 11/10/46 (h)(n)

1,332,000

1,437,385

Class F, 5.5569% 11/10/46 (h)(n)

1,560,000

1,554,691

Class G, 4.652% 11/10/46 (h)

1,654,000

1,433,581

Class XB, 0.2464% 11/10/46 (h)(n)(o)

20,920,000

308,967

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

1,000,000

1,002,424

First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust sequential payer Series 1998-C2 Class G, 7% 11/18/35 (h)(n)

23,852

23,797

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (n)

416,659

415,720

pass-thru certificates:

Series K011 Class X3, 2.5753% 12/25/43 (n)(o)

1,640,000

201,549

Series K012 Class X3, 2.287% 1/25/41 (n)(o)

1,799,999

199,348

Series K013 Class X3, 2.8069% 1/25/43 (n)(o)

820,000

110,965

sequential payer:

Series K033 Class A2, 3.06% 7/25/23

23,417,768

24,087,149

Series K034 Class A2, 3.531% 7/25/23

20,251,185

21,448,172

Series K035 Class A2, 3.458% 8/25/23

2,961,000

3,118,602

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac: - continued

Series K032 Class A2, 3.31% 5/25/23

$ 4,715,000

$ 4,936,150

Series K036 Class A2, 3.527% 10/25/23

7,763,000

8,205,755

Series K047 Class A2, 3.329% 5/25/25

17,400,000

18,047,141

Series KAIV Class X2, 3.6147% 6/25/46 (n)(o)

420,000

74,622

Freddie Mac Multi-family Strutured Pass-thru Certificates sequential payer Series K038 Class A2, 3.389% 3/25/24

4,722,000

4,934,721

FREMF Mortgage Trust:

Series 2010-K9 Class B, 5.1937% 9/25/45 (h)(n)

1,290,000

1,416,967

Series 2011-K10 Class B, 4.6215% 11/25/49 (h)(n)

240,000

257,267

Series 2011-K11 Class B, 4.4209% 12/25/48 (h)(n)

750,000

797,774

GAHR Commercial Mortgage Trust Series 2015-NRF:

Class BFX, 3.3822% 12/15/19 (h)(n)

18,910,000

18,965,749

Class CFX, 3.4949% 12/15/19 (h)(n)

14,152,000

13,945,292

Class DFX, 3.3822% 12/15/19 (h)(n)

11,994,000

11,679,349

Class EFX, 3.3822% 12/15/19 (h)(n)

1,500,000

1,402,278

Class FFX, 3.3822% 12/15/19 (h)(n)

383,000

351,176

GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (n)

60,372

60,356

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

42,220,000

43,752,544

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C1 Class H, 6.6% 7/15/29

405,110

362,225

Series 1997-C2 Class G, 6.75% 4/15/29 (n)

215,232

227,426

Series 1999-C2I Class K, 6.481% 9/15/33

835,000

756,193

Series 1999-C3 Class K, 6.974% 8/15/36 (h)

2,645

2,620

GP Portfolio Trust Series 2014-GPP:

Class D, 2.938% 2/15/27 (h)(n)

291,000

289,847

Class E, 4.0373% 2/15/27 (h)(n)

378,000

376,173

Greenwich Capital Commercial Funding Corp.:

sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

15,541,635

16,217,401

Series 2006-GG7 Class A4, 5.8187% 7/10/38 (n)

45,337,123

46,013,144

GS Mortgage Securities Corp. II:

Series 2006-GG6 Class A4, 5.553% 4/10/38 (n)

6,458,463

6,466,058

Series 2010-C1:

Class D, 6.0843% 8/10/43 (h)(n)

1,255,000

1,358,143

Class E, 4% 8/10/43 (h)

1,240,000

1,142,381

Class F, 4% 8/10/43 (h)

894,000

756,302

Class X, 1.4847% 8/10/43 (h)(n)(o)

5,136,803

298,474

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

GS Mortgage Securities Trust:

floater Series 2014-GSFL Class A, 1.1873% 7/15/31 (h)(n)

$ 614,960

$ 613,139

sequential payer Series 2006-GG8 Class A4, 5.56% 11/10/39

17,702,100

18,239,553

Series 2010-C2:

Class D, 5.2456% 12/10/43 (h)(n)

720,000

761,053

Class XA, 0.6486% 12/10/43 (h)(n)(o)

3,860,847

27,926

Series 2011-GC5:

Class C, 5.3081% 8/10/44 (h)(n)

1,050,000

1,137,595

Class D, 5.3081% 8/10/44 (h)(n)

480,000

494,415

Class E, 5.3081% 8/10/44 (h)(n)

210,000

205,187

Class F, 4.5% 8/10/44 (h)

1,020,000

842,850

Series 2012-GC6:

Class D, 5.6315% 1/10/45 (h)(n)

861,000

885,730

Class E, 5% 1/10/45 (h)(n)

412,000

380,231

Series 2012-GC6I Class F, 5% 1/10/45 (n)

390,000

322,150

Series 2012-GCJ7:

Class C, 5.7229% 5/10/45 (n)

630,000

690,673

Class D, 5.7229% 5/10/45 (h)(n)

1,054,000

1,080,186

Class E, 5% 5/10/45 (h)

1,311,000

1,199,529

Class F, 5% 5/10/45 (h)

2,079,000

1,682,309

Series 2012-GCJ9:

Class D, 4.8533% 11/10/45 (h)(n)

1,170,000

1,133,200

Class E, 4.8533% 11/10/45 (h)(n)

1,290,000

1,142,338

Series 2013-GC10 Class D, 4.4138% 2/10/46 (h)(n)

740,000

695,187

Series 2013-GC12 Class D, 4.4768% 6/10/46 (h)(n)

219,000

205,177

Series 2013-GC13 Class D, 4.0697% 7/10/46 (h)(n)

1,543,000

1,393,132

Series 2013-GC16:

Class C, 5.3156% 11/10/46 (n)

662,844

711,006

Class D, 5.3156% 11/10/46 (h)(n)

967,000

939,589

Class F, 3.5% 11/10/46 (h)

999,000

758,793

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.438% 7/15/29 (h)(n)

617,000

619,841

Series 2013-HLT:

Class CFX, 3.7141% 11/5/30 (h)

2,450,000

2,444,632

Class DFX, 4.4065% 11/5/30 (h)

23,706,000

23,758,945

Class EFX, 4.4533% 11/5/30 (h)(n)

2,000,000

2,005,760

Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class F, 3.6756% 11/15/29 (h)(n)

406,000

392,842

JPMBB Commercial Mortgage Securities Trust:

Series 2014-C22 Class D, 4.5612% 9/15/47 (h)(n)

525,000

457,731

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMBB Commercial Mortgage Securities Trust: - continued

Series 2015-C31 Class ASB, 3.5373% 8/15/48

$ 30,200,000

$ 31,145,275

JPMorgan Chase Commercial Mortgage Securities Corp.:

floater Series 2011-CCHP Class E, 5.15% 7/15/28 (h)(n)

500,000

501,940

sequential payer Series 2010-CNTR Class A2, 4.311% 8/5/32 (h)

440,000

473,471

Series 2003-C1:

Class D, 5.192% 1/12/37

12,581

12,563

Class F, 5.6404% 1/12/37 (h)(n)

250,000

246,250

Series 2009-IWST:

Class C, 7.4453% 12/5/27 (h)(n)

380,000

447,928

Class D, 7.4453% 12/5/27 (h)(n)

1,885,000

2,217,094

Series 2010-CNTR Class D, 6.1838% 8/5/32 (h)(n)

695,000

793,396

Series 2012-CBX:

Class C, 5.2386% 6/15/45 (n)

250,000

263,891

Class D, 5.2386% 6/16/45 (h)(n)

690,000

706,106

Class E, 5.2386% 6/15/45 (h)(n)

620,000

607,380

Class F, 4% 6/15/45 (h)

820,000

732,380

Class G 4% 6/15/45 (h)

1,079,000

770,533

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2006-FL2A:

Class E, 0.4776% 11/15/18 (h)(n)

137,659

134,947

Class F, 0.5276% 11/15/18 (h)(n)

380,931

366,233

Class G, 0.5576% 11/15/18 (h)(n)

330,997

316,800

Class H, 0.6976% 11/15/18 (h)(n)

254,476

243,031

Class J, 0.8476% 11/15/18 (h)(n)

257,928

245,844

Series 2014-BXH:

Class A, 1.0976% 4/15/27 (h)(n)

3,000,000

2,993,256

Class C, 1.8476% 4/15/27 (h)(n)

4,460,000

4,451,731

Class D, 2.4476% 4/15/27 (h)(n)

9,517,000

9,485,956

Series 2014-FBLU Class E, 3.6873% 12/15/28 (h)(n)

1,058,000

1,052,710

Series 2014-INN:

Class E, 3.798% 6/15/29 (h)(n)

683,000

680,107

Class F, 4.198% 6/15/29 (h)(n)

1,006,000

989,645

sequential payer:

Series 2006-CB16:

Class A1A, 5.546% 5/12/45

15,065,112

15,490,098

Class A4, 5.552% 5/12/45

5,665,501

5,761,508

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

$ 7,203,918

$ 7,424,314

Series 2006-LDP8 Class A1A, 5.397% 5/15/45

5,645,570

5,811,132

Series 2006-LDP9 Class A3, 5.336% 5/15/47

9,000,176

9,320,420

Series 2007-CB18 Class A4, 5.44% 6/12/47

2,362,745

2,458,961

Series 2007-CB19 Class A4, 5.695% 2/12/49 (n)

12,396,984

13,058,979

Series 2007-LD11 Class A4, 5.7743% 6/15/49 (n)

29,428,107

30,984,324

Series 2007-LDPX Class A3, 5.42% 1/15/49

23,975,987

25,007,266

Series 2004-CBX Class D, 5.097% 1/12/37 (n)

170,000

169,307

Series 2004-LN2 Class D, 5.3433% 7/15/41 (n)

420,000

357,085

Series 2005-LDP2 Class C, 4.911% 7/15/42 (n)

660,000

661,664

Series 2005-LDP5 Class AJ, 5.3599% 12/15/44 (n)

360,000

363,020

Series 2006-LDP7 Class A4, 5.9047% 4/15/45 (n)

11,598,929

11,794,266

Series 2007-LDP10 Class CS, 5.466% 1/15/49 (n)

110,240

345

Series 2011-C3 Class J, 4.409% 2/15/46 (h)(n)

106,000

89,241

Series 2011-C4:

Class E, 5.4158% 7/15/46 (h)(n)

1,130,000

1,168,293

Class F, 3.873% 7/15/46 (h)

105,000

96,463

Class H, 3.873% 7/15/46 (h)

672,000

549,678

Class NR, 3.873% 7/15/46 (h)

385,000

254,142

Class TAC2, 7.99% 7/15/46 (h)

671,000

709,877

Series 2011-C5:

Class B. 5.3229% 8/15/46 (h)(n)

1,140,000

1,260,607

Class C, 5.3229% 8/15/46 (h)(n)

1,102,648

1,189,079

Series 2013-LC11:

Class C, 3.9582% 4/15/46 (n)

1,115,000

1,082,208

Class D, 4.2392% 4/15/46 (n)

1,430,000

1,313,642

Class F, 3.25% 4/15/46 (h)(n)

1,682,000

1,208,863

Series 2014-DSTY:

Class D, 3.8046% 6/10/27 (h)(n)

816,000

795,902

Class E, 3.8046% 6/10/27 (h)(n)

1,156,000

1,084,292

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 6.0965% 7/15/44 (n)

21,263,403

22,500,996

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C7 Class AJ, 5.323% 11/15/40 (n)

1,254,286

1,256,377

Series 2006-C6:

Class A4, 5.372% 9/15/39

855,696

879,626

Class AM, 5.413% 9/15/39

1,500,000

1,554,450

Series 2006-C7:

Class A2, 5.3% 11/15/38

595,713

599,313

Class AM, 5.378% 11/15/38

160,000

165,488

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A4, 5.424% 2/15/40

$ 16,273,684

$ 16,935,469

Series 2007-C2 Class A3, 5.43% 2/15/40

3,230,362

3,377,085

Series 2004-C2 Class G, 4.595% 3/15/36 (h)(n)

186,455

186,521

Series 2005-C1 Class E, 4.924% 2/15/40

317,127

317,153

Series 2005-C7 Class C, 5.35% 11/15/40 (n)

1,016,000

1,021,050

Series 2006-C1 Class AM, 5.217% 2/15/31 (n)

6,847,000

6,904,871

Series 2006-C4:

Class AJ, 5.8521% 6/15/38 (n)

1,060,000

1,083,970

Class AM, 5.8521% 6/15/38 (n)

500,000

514,576

Series 2007-C6 Class A4, 5.858% 7/15/40 (n)

1,870,177

1,949,738

Series 2007-C7 Class A3, 5.866% 9/15/45

12,747,748

13,733,506

LSTAR Commercial Mortgage Trust:

Series 2011-1 Class D, 5.4769% 6/25/43 (h)(n)

67,004

66,951

Series 2014-2:

Class D, 5.0498% 1/20/41 (h)(n)

256,000

241,516

Class E, 5.0498% 1/20/41 (h)(n)

400,000

336,046

Mach One Trust LLC Series 2004-1A Class H, 6.0869% 5/28/40 (h)(n)

115,481

115,562

Merrill Lynch Financial Asset, Inc. Series 2006-CA20 Class E, 5.3906% 10/12/39 (h)(n)

CAD

320,000

244,593

Merrill Lynch Mortgage Investors Trust Series 1997-C2 Class F, 6.25% 12/10/29 (n)

183,308

183,218

Merrill Lynch Mortgage Trust:

Series 05-LC1 Class AJ, 5.3621% 1/12/44 (n)

220,000

221,689

Series 2005-LC1 Class F, 5.4161% 1/12/44 (h)(n)

1,655,000

1,633,424

Series 2006-C1:

Class AJ, 5.6761% 5/12/39 (n)

530,000

533,216

Class AM, 5.6761% 5/12/39 (n)

100,000

102,190

Series 2007-C1 Class A4, 5.8347% 6/12/50 (n)

9,429,517

9,840,823

Series 2008-C1 Class A4, 5.69% 2/12/51

2,936,477

3,128,152

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2006-4:

Class A3, 5.172% 12/12/49 (n)

778,304

803,053

Class ASB, 5.133% 12/12/49 (n)

111,340

111,588

Series 2007-5 Class A4, 5.378% 8/12/48

17,767,087

18,475,265

Series 2007-6 Class A4, 5.485% 3/12/51 (n)

14,650,000

15,351,457

Series 2007-7 Class A4, 5.7429% 6/12/50 (n)

6,223,318

6,587,805

Series 2006-1 Class AM, 5.5154% 2/12/39 (n)

5,120,000

5,182,131

Series 2007-6 Class B, 5.635% 3/12/51 (n)

1,902,000

594,617

Series 2007-8 Class A3, 5.8811% 8/12/49 (n)

1,640,000

1,745,567

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley BAML Trust:

sequential payer Series 2014-C18 Class 300E, 4.6896% 8/15/31 (h)

$ 750,000

$ 675,225

Series 2012-C6 Class D, 4.8133% 11/15/45 (h)(n)

1,357,000

1,382,240

Series 2013-C12 Class D, 4.767% 10/15/46 (h)(n)

1,000,000

971,250

Series 2013-C13:

Class D, 4.8945% 11/15/46 (h)(n)

1,019,000

992,175

Class E, 4.8945% 11/15/46 (h)(n)

887,000

797,878

Series 2013-C7:

Class D, 4.2973% 2/15/46 (h)(n)

810,000

777,148

Class E, 4.2973% 2/15/46 (h)(n)

340,000

305,162

Series 2013-C8 Class D, 4.17% 12/15/48 (h)(n)

400,000

372,432

Series 2013-C9:

Class C, 4.2082% 5/15/46 (n)

620,000

609,774

Class D, 4.1578% 5/15/46 (h)(n)

1,740,000

1,621,161

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.398% 7/15/19 (h)(n)

357,716

357,966

Class J, 0.6155% 7/15/19 (h)(n)

335,939

335,105

Series 2007-XLFA:

Class D, 0.374% 10/15/20 (h)(n)

633,568

631,626

Class E, 0.4355% 10/15/20 (h)(n)

834,661

829,265

Class F, 0.4855% 10/15/20 (h)(n)

500,899

497,723

Class G, 0.5255% 10/15/20 (h)(n)

619,188

614,482

Class H, 0.6155% 10/15/20 (h)(n)

389,758

379,000

Class J, 0.7655% 10/15/20 (h)(n)

225,021

207,559

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

620,000

643,794

Series 2007-HQ11 Class A31, 5.439% 2/12/44

104,322

104,222

Series 2012-C4 Class E, 5.5247% 3/15/45 (h)(n)

1,210,000

1,248,725

Series 1997-RR Class F, 7.4369% 4/30/39 (h)(n)

63,561

63,796

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

207,862

208,710

Series 1999-WF1:

Class N, 5.91% 11/15/31 (h)

210,000

209,561

Class O, 5.91% 11/15/31 (h)

166,077

137,242

Series 2004-IQ7 Class E, 5.1708% 6/15/38 (h)(n)

74,602

76,329

Series 2006-IQ11 Class A4, 5.7068% 10/15/42 (n)

334,934

335,997

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

719,000

750,874

Series 2007-IQ14 Class A4, 5.692% 4/15/49

89,155,000

93,458,423

Series 2011-C1:

Class C, 5.3313% 9/15/47 (h)(n)

970,000

1,062,944

Class D, 5.3313% 9/15/47 (h)(n)

1,760,000

1,896,872

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley Capital I Trust: - continued

Series 2011-C1:

Class E, 5.3313% 9/15/47 (h)(n)

$ 573,100

$ 588,828

Series 2011-C2:

Class D, 5.3029% 6/15/44 (h)(n)

580,000

619,591

Class E, 5.3029% 6/15/44 (h)(n)

600,000

629,740

Class F, 5.3029% 6/15/44 (h)(n)

550,000

536,782

Class XB, 0.4584% 6/15/44 (h)(n)(o)

9,001,008

234,854

Series 2011-C3:

Class C, 5.1784% 7/15/49 (h)(n)

1,000,000

1,078,789

Class D, 5.1784% 7/15/49 (h)(n)

1,130,000

1,200,615

Class E, 5.1784% 7/15/49 (h)(n)

400,000

420,752

Class G, 5.1784% 7/15/49 (h)(n)

924,000

822,421

Series 2012-C4:

Class D, 5.7088% 3/15/45 (h)(n)

330,000

352,966

Class F, 3.07% 3/15/45 (h)

623,000

522,362

Series 2015-MS1:

Class C, 4.1633% 5/15/48 (n)

734,000

665,939

Class D, 4.163% 5/15/48 (h)

437,000

355,947

Morgan Stanley Dean Witter Capital I Trust Series 2001-TOP3 Class E, 7.5079% 7/15/33 (h)(n)

150,000

167,549

Motel 6 Trust Series 2015-MTL6:

Class E, 5.2785% 2/5/30 (h)

1,571,000

1,534,715

Class F, 5% 2/5/30 (h)

499,000

481,653

NationsLink Funding Corp. Series 1999-LTL1:

Class C, 7.399% 1/22/26 (h)

273,000

282,582

Class D, 6.45% 1/22/26 (h)

740,731

798,495

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

1,005,147

1,275,229

Real Estate Asset Liquidity Trust:

Series 2006-2:

Class F, 4.456% 9/12/38

CAD

107,000

82,528

Class G, 4.456% 9/12/38

CAD

54,000

41,175

Class H, 4.456% 9/12/38

CAD

36,000

26,730

Class J, 4.456% 9/12/38

CAD

36,000

25,958

Class K, 4.456% 9/12/38

CAD

18,000

12,583

Class L, 4.456% 9/12/38

CAD

26,000

17,137

Class M, 4.456% 9/12/38

CAD

104,391

63,371

Series 2007-1:

Class F, 4.57% 4/12/23

CAD

126,000

97,360

Class G, 4.57% 4/12/23

CAD

42,000

32,206

Class H, 4.57% 4/12/23

CAD

42,000

31,962

Class J, 4.57% 4/12/23

CAD

42,000

31,720

Class K, 4.57% 4/12/23

CAD

21,000

15,740

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Real Estate Asset Liquidity Trust: - continued

Series 2007-1:

Class L, 4.57% 4/12/23

CAD

63,000

$ 46,865

Class M, 4.57% 4/12/23

CAD

155,242

100,926

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)

247,956

78,414

SCG Trust Series 2013-SRP1 Class D, 3.531% 11/15/26 (h)(n)

1,330,000

1,329,557

Starwood Retail Property Trust Series 2014-STAR Class D, 3.4476% 11/15/27 (h)(n)

794,000

789,385

TIAA Seasoned Commercial Mortgage Trust:

sequential payer Series 2007-C4 Class AJ, 5.4769% 8/15/39 (n)

118,718

119,103

Series 2007-C4 Class F, 5.4769% 8/15/39 (n)

820,000

781,449

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

270,000

276,460

UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5422% 5/10/45 (h)(n)

1,197,000

1,253,996

UBS-BAMLL Trust:

Series 12-WRM Class D, 4.238% 6/10/30 (h)(n)

310,000

300,234

Series 2012-WRM Class E, 4.238% 6/10/30 (h)(n)

970,000

912,401

VNO Mortgage Trust Series 2012-6AVE Class D, 3.3372% 11/15/30 (h)(n)

1,299,000

1,246,776

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

180,000

206,013

Wachovia Bank Commercial Mortgage Trust:

floater Series 2006-WL7A Class J, 0.7976% 9/15/21 (h)(n)

395,545

375,604

sequential payer:

Series 2006-C29 Class A1A, 5.297% 11/15/48

8,076,675

8,413,812

Series 2007-C30 Class A5, 5.342% 12/15/43

24,454,000

25,445,282

Series 2007-C31 Class A4, 5.509% 4/15/47

52,563,000

53,619,674

Series 2007-C32 Class A3, 5.7146% 6/15/49 (n)

40,608,000

42,723,380

Series 2007-C33:

Class A4, 5.9507% 2/15/51 (n)

31,834,336

33,267,677

Class A5, 5.9507% 2/15/51 (n)

19,259,000

20,679,736

Series 2004-C11:

Class D, 5.1404% 1/15/41 (n)

360,000

365,255

Class E, 5.1904% 1/15/41 (n)

327,000

331,357

Series 2005-C22 Class B, 5.3736% 12/15/44 (n)

4,218,000

4,196,594

Series 2006-C23 Class A5, 5.416% 1/15/45 (n)

7,870,000

7,923,673

Series 2006-C27 Class A1A, 5.749% 7/15/45 (n)

21,703,452

22,312,712

Series 2007-C31 Class C, 5.6711% 4/15/47 (n)

522,000

506,986

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Wells Fargo Commercial Mortgage Trust:

Series 2010-C1 Class XB, 0.5751% 11/15/43 (h)(n)(o)

$ 20,614,217

$ 558,006

Series 2012-LC5:

Class C, 4.693% 10/15/45 (n)

569,000

587,615

Class D, 4.7772% 10/15/45 (h)(n)

1,621,000

1,605,471

Series 2013-LC12 Class C, 4.3013% 7/15/46 (n)

600,000

597,456

Series 2015-SG1 Class ASB, 3.381% 12/15/47

9,000,000

9,280,949

WF-RBS Commercial Mortgage Trust:

sequential payer Series 2011-C4I Class G, 5% 6/15/44 (h)

325,000

270,050

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

360,000

386,167

Class D, 5.549% 3/15/44 (h)(n)

800,000

854,287

Class E, 5% 3/15/44 (h)

890,000

856,920

Class F, 5% 3/15/44 (h)

693,000

570,839

Series 2011-C4:

Class D, 5.2658% 6/15/44 (h)(n)

408,000

436,609

Class E, 5.2658% 6/15/44 (h)(n)

439,432

458,950

Series 2011-C5:

Class C, 5.6346% 11/15/44 (h)(n)

260,000

285,216

Class D, 5.6346% 11/15/44 (h)(n)

600,000

656,164

Class E, 5.6346% 11/15/44 (h)(n)

1,410,000

1,503,088

Class F, 5.25% 11/15/44 (h)(n)

933,000

903,371

Class G, 5.25% 11/15/44 (h)(n)

329,000

290,030

Class XA, 1.9616% 11/15/44 (h)(n)(o)

4,923,294

389,255

Series 2012-C10:

Class D, 4.4569% 12/15/45 (h)(n)

422,000

404,640

Class E, 4.4569% 12/15/45 (h)(n)

1,190,000

1,040,947

Class F, 4.4569% 12/15/45 (h)(n)

1,726,000

1,359,158

Series 2012-C6 Class D, 5.5612% 4/15/45 (h)(n)

540,000

558,332

Series 2012-C7:

Class C, 4.8388% 6/15/45 (n)

1,270,000

1,330,428

Class E, 4.8388% 6/15/45 (h)(n)

2,501,000

2,482,220

Class F, 4.5% 6/15/45 (h)

357,000

328,195

Class G, 4.5% 6/15/45 (h)

1,076,000

822,541

Series 2012-C8 Class D, 4.8753% 8/15/45 (h)(n)

650,000

680,150

Series 2013-C11:

Class D, 4.1805% 3/15/45 (h)(n)

870,000

829,203

Class E, 4.1805% 3/15/45 (h)(n)

1,750,000

1,489,002

Series 2013-C13 Class D, 4.1386% 5/15/45 (h)(n)

600,000

563,078

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

WFCG Commercial Mortgage Trust floater Series 2015-BXRP:

Class F, 3.9179% 11/15/29 (h)(n)

$ 1,054,900

$ 1,043,394

Class G, 3.2176% 11/15/29 (h)(n)

164,703

152,834

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,348,981,101)


1,364,361,739

Municipal Securities - 1.5%

 

California Gen. Oblig.:

Series 2009, 7.35% 11/1/39

2,650,000

3,677,458

7.3% 10/1/39

18,415,000

25,490,780

7.5% 4/1/34

9,105,000

12,691,368

7.6% 11/1/40

12,540,000

18,395,177

7.625% 3/1/40

5,410,000

7,793,862

Chicago Gen. Oblig.:

(Taxable Proj.):

Series 2008 B, 5.63% 1/1/22

2,410,000

2,337,748

Series 2010 C1, 7.781% 1/1/35

13,950,000

14,170,829

Series 2012 B, 5.432% 1/1/42

3,285,000

2,647,119

6.314% 1/1/44

19,560,000

17,022,677

Illinois Gen. Oblig.:

Series 2003:

4.35% 6/1/18

8,770,000

9,013,806

4.95% 6/1/23

16,725,000

17,003,639

5.1% 6/1/33

63,045,000

58,497,564

Series 2010 5, 6.2% 7/1/21

6,680,000

7,318,742

Series 2010-1, 6.63% 2/1/35

11,945,000

12,294,272

Series 2010-3:

5.547% 4/1/19

330,000

354,661

6.725% 4/1/35

17,810,000

18,434,953

7.35% 7/1/35

8,165,000

8,753,125

Series 2011:

4.961% 3/1/16

1,035,000

1,052,347

5.365% 3/1/17

395,000

408,549

5.665% 3/1/18

13,360,000

14,287,718

5.877% 3/1/19

44,605,000

48,723,826

Municipal Securities - continued

 

Principal Amount (e)

Value

Illinois Gen. Oblig.: - continued

Series 2013:

2.69% 12/1/17

$ 3,365,000

$ 3,352,583

3.14% 12/1/18

3,490,000

3,487,662

TOTAL MUNICIPAL SECURITIES

(Cost $310,397,367)


307,210,465

Foreign Government and Government Agency Obligations - 1.1%

 

Arab Republic 5.875% 6/11/25 (h)

380,000

367,232

Argentine Republic:

7% 10/3/15

300,000

299,800

7% 4/17/17

21,130,000

20,081,130

8.28% 12/31/33

525,764

538,908

8.75% 6/2/17

1,645,000

1,657,319

Azerbaijan Republic 4.75% 3/18/24 (h)

760,000

725,800

Belarus Republic 8.95% 1/26/18

4,880,000

4,762,490

Brazilian Federative Republic:

4.25% 1/7/25

10,005,000

9,279,638

5.625% 1/7/41

14,565,000

12,962,850

7.125% 1/20/37

3,270,000

3,458,025

8.25% 1/20/34

3,535,000

4,144,788

Buenos Aires Province:

9.375% 9/14/18 (h)

1,210,000

1,188,825

9.95% 6/9/21

960,000

936,000

10.875% 1/26/21 (Reg. S)

3,645,000

3,590,325

City of Buenos Aires:

8.95% 2/19/21 (h)

1,860,000

1,920,450

9.95% 3/1/17 (h)

793,000

820,854

Colombian Republic:

5% 6/15/45

400,000

355,500

5.625% 2/26/44

550,000

534,188

6.125% 1/18/41

635,000

658,813

7.375% 9/18/37

745,000

877,238

10.375% 1/28/33

2,100,000

3,050,250

Congo Republic 4% 6/30/29 (f)

4,360,501

3,750,031

Costa Rican Republic:

4.25% 1/26/23 (h)

1,250,000

1,146,875

5.625% 4/30/43 (h)

490,000

396,900

7% 4/4/44 (h)

1,450,000

1,355,750

Croatia Republic:

5.5% 4/4/23 (h)

410,000

422,813

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Croatia Republic: - continued

6% 1/26/24 (h)

$ 600,000

$ 640,128

6.375% 3/24/21 (h)

760,000

820,002

6.625% 7/14/20 (h)

545,000

594,159

6.75% 11/5/19 (h)

350,000

382,604

Democratic Socialist Republic of Sri Lanka:

6% 1/14/19 (h)

325,000

329,875

6.25% 10/4/20 (h)

1,355,000

1,371,938

6.25% 7/27/21 (h)

360,000

360,900

Dominican Republic:

1.25% 8/30/24 (n)

2,950,000

2,854,125

5.5% 1/27/25 (h)

710,000

702,900

5.875% 4/18/24

585,000

593,775

6.85% 1/27/45 (h)

1,395,000

1,384,538

7.45% 4/30/44 (h)

2,240,000

2,374,400

7.5% 5/6/21 (h)

1,880,000

2,075,050

El Salvador Republic 7.625% 2/1/41 (h)

250,000

236,250

Georgia Republic 6.875% 4/12/21 (h)

720,000

752,400

Hungarian Republic:

5.375% 3/25/24

594,000

649,362

5.75% 11/22/23

910,000

1,014,650

7.625% 3/29/41

1,100,000

1,499,542

Indonesian Republic:

2.875% 7/8/21(Reg. S)

EUR

2,400,000

2,659,496

3.375% 4/15/23 (h)

555,000

513,375

4.875% 5/5/21 (h)

490,000

510,825

5.25% 1/17/42 (h)

715,000

663,163

5.375% 10/17/23

400,000

420,000

5.875% 3/13/20 (h)

385,000

423,019

5.875% 3/13/20 (Reg. S)

2,450,000

2,691,938

6.625% 2/17/37 (h)

950,000

1,021,250

6.75% 1/15/44 (h)

490,000

542,087

7.75% 1/17/38 (h)

2,270,000

2,752,375

8.5% 10/12/35 (Reg. S)

2,060,000

2,657,400

Islamic Republic of Pakistan:

7.125% 3/31/16 (h)

2,560,000

2,608,128

7.125% 3/31/16 (Reg. S)

100,000

101,880

7.25% 4/15/19 (h)

2,685,000

2,763,603

8.25% 4/15/24 (h)

1,000,000

1,052,500

Ivory Coast 5.75% 12/31/32

3,150,000

2,835,504

Jamaican Government 7.875% 7/28/45

335,000

331,650

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Kazakhstan Republic:

5.125% 7/21/25 (h)

$ 915,000

$ 893,269

6.5% 7/21/45 (h)

645,000

622,425

Lebanese Republic:

4% 12/31/17

2,486,250

2,461,388

5.45% 11/28/19

575,000

574,713

Moroccan Kingdom 4.25% 12/11/22 (h)

600,000

604,020

Panamanian Republic:

6.7% 1/26/36

460,000

560,050

8.875% 9/30/27

335,000

469,000

9.375% 4/1/29

415,000

606,419

Peruvian Republic 4% 3/7/27 (f)

1,360,000

1,360,000

Philippine Republic:

7.75% 1/14/31

665,000

962,588

9.5% 2/2/30

895,000

1,454,375

10.625% 3/16/25

260,000

414,050

Plurinational State of Bolivia:

5.95% 8/22/23 (h)

485,000

501,975

5.95% 8/22/23

55,000

56,925

Provincia de Cordoba 12.375% 8/17/17 (h)

1,990,000

2,014,875

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

1,100,000

1,068,595

Republic of Armenia:

6% 9/30/20 (h)

1,756,000

1,673,292

7.15% 3/26/25 (h)

720,000

688,464

Republic of Iceland 5.875% 5/11/22 (h)

560,000

635,085

Republic of Iraq 5.8% 1/15/28 (Reg. S)

4,000,000

3,055,728

Republic of Nigeria 5.125% 7/12/18 (h)

930,000

906,285

Republic of Serbia:

5.875% 12/3/18 (h)

1,430,000

1,505,504

6.75% 11/1/24 (h)

2,196,478

2,223,933

7.25% 9/28/21 (h)

1,450,000

1,638,245

Romanian Republic:

4.375% 8/22/23 (h)

706,000

735,864

6.125% 1/22/44 (h)

852,000

994,199

Russian Federation:

4.875% 9/16/23 (h)

1,135,000

1,085,491

5% 4/29/20 (h)

625,000

629,638

5.625% 4/4/42 (h)

400,000

362,521

5.875% 9/16/43 (h)

1,700,000

1,583,040

7.5% 3/31/30 (Reg. S)

535,625

627,120

12.75% 6/24/28 (Reg. S)

5,345,000

8,188,273

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

South African Republic:

5.875% 9/16/25

$ 1,235,000

$ 1,333,523

6.25% 3/8/41

500,000

550,190

Turkish Republic:

3.25% 3/23/23

245,000

223,163

4.875% 4/16/43

640,000

562,368

5.125% 3/25/22

315,000

324,986

5.625% 3/30/21

965,000

1,024,955

6.25% 9/26/22

680,000

743,936

6.75% 4/3/18

565,000

616,856

6.75% 5/30/40

975,000

1,082,601

6.875% 3/17/36

1,795,000

2,013,236

7% 3/11/19

685,000

761,446

7.25% 3/5/38

1,150,000

1,347,685

7.375% 2/5/25

1,170,000

1,372,995

7.5% 11/7/19

1,215,000

1,385,756

8% 2/14/34

570,000

712,728

11.875% 1/15/30

630,000

1,032,494

Ukraine Financing of Infrastructure Projects State Enterprise 8.375% 11/3/17 (h)

790,000

556,316

Ukraine Government:

7.8% 11/28/22 (h)

1,870,000

1,338,172

9.25% 7/24/17 (h)

1,595,000

1,139,628

United Kingdom, Great Britain and Northern Ireland:

1.75% 1/22/17

GBP

1,380,000

2,152,546

3.25% 1/22/44

GBP

1,600,000

2,789,279

4.5% 9/7/34

GBP

1,835,000

3,701,097

United Mexican States:

4.6% 1/23/46

695,000

634,188

4.75% 3/8/44

13,812,000

12,879,690

5.55% 1/21/45

650,000

679,250

6.05% 1/11/40

1,366,000

1,529,920

6.75% 9/27/34

650,000

791,375

United Republic of Tanzania 6.3971% 3/9/20 (n)

205,000

202,950

Uruguay Republic 7.875% 1/15/33 pay-in-kind

1,130,000

1,473,238

Venezuelan Republic:

5.75% 2/26/16 (Reg S.)

7,620,000

6,057,900

9% 5/7/23 (Reg. S)

695,000

254,023

9.25% 9/15/27

1,250,000

523,750

9.25% 5/7/28 (Reg. S)

480,000

175,920

11.75% 10/21/26 (Reg. S)

1,115,000

461,053

11.95% 8/5/31 (Reg. S)

3,855,000

1,595,970

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Venezuelan Republic: - continued

12.75% 8/23/22

$ 2,000,000

$ 932,000

Vietnamese Socialist Republic:

1.2139% 3/12/16 (n)

256,522

252,995

4% 3/12/28 (f)

5,357,917

5,163,692

4.8% 11/19/24 (h)

1,000,000

960,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $228,712,522)


224,958,802

Supranational Obligations - 0.0%

 

European Investment Bank 1.75% 9/15/45(Reg. S)
(Cost $83,082)

EUR

65,000


74,655

Common Stocks - 0.0%

Shares

 

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Tribune Media Co. Class A

21,200

846,728

MATERIALS - 0.0%

Chemicals - 0.0%

LyondellBasell Industries NV Class A

31,400

2,680,932

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

FairPoint Communications, Inc. (a)

19,400

317,384

Wireless Telecommunication Services - 0.0%

CUI Acquisition Corp. Class E,

1

134,408

TOTAL TELECOMMUNICATION SERVICES

451,792

TOTAL COMMON STOCKS

(Cost $5,726,831)


3,979,452

Preferred Stocks - 0.1%

Shares

Value

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Alexandria Real Estate Equities, Inc. Series D 7.00%

9,000

$ 246,094

FelCor Lodging Trust, Inc. Series A, 1.95%

18,000

458,100

 

704,194

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Real Estate Investment Trusts - 0.1%

Alexandria Real Estate Equities, Inc. Series E, 6.45%

15,000

391,500

Annaly Capital Management, Inc.:

Series C, 7.625%

27,600

680,340

Series D, 7.50%

5,942

145,520

Boston Properties, Inc. 5.25%

17,500

432,950

CBL & Associates Properties, Inc.:

Series D, 7.375%

7,720

195,702

Series E, 6.625%

25,000

624,750

Cedar Shopping Centers, Inc. Series B, 7.25%

10,000

251,800

Corporate Office Properties Trust Series L, 7.375%

12,221

317,868

CYS Investments, Inc. Series B, 7.50%

21,700

479,787

DDR Corp. Series K, 6.25%

17,823

445,575

Digital Realty Trust, Inc. Series E, 7.00%

10,000

258,000

Equity Lifestyle Properties, Inc. Series C, 6.75%

22,449

577,164

Essex Property Trust, Inc. Series H, 7.125%

9,354

241,801

First Potomac Realty Trust 7.75%

15,000

381,000

Hersha Hospitality Trust Series B, 8.00%

13,844

353,160

Hospitality Properties Trust Series D, 7.125%

10,000

263,000

LaSalle Hotel Properties Series H, 7.50%

10,000

258,400

MFA Financial, Inc. Series B, 7.50%

22,500

552,600

PS Business Parks, Inc.:

Series R, 6.875%

10,000

253,800

Series S, 6.45%

21,000

547,050

Public Storage:

Series P, 6.50%

12,000

305,880

Series R, 6.35%

10,500

272,580

Series S, 5.90%

20,000

508,800

Realty Income Corp. Series F, 6.625%

12,000

318,960

Regency Centers Corp. Series 6, 6.625%

5,510

143,536

Retail Properties America, Inc. 7.00%

24,109

614,780

Sabra Health Care REIT, Inc. Series A, 7.125%

18,495

464,964

Stag Industrial, Inc. Series A, 9.00%

20,000

551,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Sun Communities, Inc. Series A, 7.125%

34,260

$ 880,482

Taubman Centers, Inc. Series J, 6.50%

11,338

288,325

 

12,001,274

TOTAL PREFERRED STOCKS

(Cost $12,416,231)


12,705,468

Bank Loan Obligations - 5.3%

 

Principal Amount (e)

 

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (n)

$ 1,490,472

1,453,583

North American Lifting Holdings, Inc.:

Tranche 1LN, term loan 5.5% 11/27/20 (n)

4,635,496

4,380,544

Tranche 2LN, term loan 10% 11/27/21 (n)

1,594,000

1,442,570

Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (n)

1,041,398

1,034,025

 

8,310,722

Automobiles - 0.0%

Chrysler Group LLC term loan 3.25% 12/31/18 (n)

1,287,594

1,281,968

Distributors - 0.0%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (n)

1,284,463

1,277,399

Diversified Consumer Services - 0.2%

Bright Horizons Family Solutions Tranche B 2LN, term loan 4.2506% 1/30/20 (n)

1,497,475

1,497,475

Bright Horizons Family Solutions, Inc. Tranche B, term loan 3.7501% 1/30/20 (n)

1,087,423

1,085,477

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (n)

5,283,450

5,205,836

Creative Artists Agency LLC Tranche B, term loan 5.5% 12/17/21 (n)

3,932,240

3,956,817

KC Mergersub, Inc.:

Tranche 1LN, term loan 6% 8/13/22 (n)

2,500,000

2,450,000

Tranche L 2LN, term loan 10.25% 8/13/23 (n)

1,000,000

980,000

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (n)

15,849,926

14,552,292

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (n)

$ 5,965,779

$ 5,921,035

The ServiceMaster Co. Tranche B, term loan 4.25% 7/1/21 (n)

2,834,462

2,818,277

Wash Multifamily Acquisition, Inc.:

Tranche B 1LN, term loan 4.25% 5/14/22 (n)

915,000

905,850

Tranche B 2LN, term loan 8% 5/14/23 (n)

360,000

360,000

William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5.25% 5/6/21 (n)

745,236

741,510

 

40,474,569

Hotels, Restaurants & Leisure - 0.7%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (n)

3,524,276

3,387,710

American Casino & Entertainment Properties LLC Tranche B, term loan 5% 7/7/22 (n)

1,500,000

1,503,750

Aristocrat International (Pty) Ltd. Tranche B, term loan 4.75% 10/20/21 (n)

5,515,708

5,532,255

Belmond Interfin Ltd. Tranche B, term loan 4% 3/21/21 (n)

2,273,489

2,258,324

Burger King Worldwide, Inc. Tranche B, term loan 3.75% 12/12/21 (n)

2,856,793

2,852,508

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (n)

7,028,323

6,697,008

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (n)

17,116,415

14,834,284

CCM Merger, Inc. Tranche B, term loan 4.5% 8/8/21 (n)

2,451,144

2,448,840

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (n)

1,573,000

1,569,068

ClubCorp Club Operations, Inc. Tranche B, term loan 4.25% 7/24/20 (n)

3,764,000

3,757,714

Eldorado Resorts, Inc. Tranche B, term loan 4.25% 7/23/22 (n)

2,305,000

2,305,000

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (n)

903,000

915,037

Tranche B 1LN, term loan 5% 2/1/20 (n)

4,617,678

4,614,815

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (n)

1,285,062

1,293,903

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (n)

3,037,000

3,037,000

Tranche B 1LN, term loan 3.5% 6/27/20 (n)

5,140,410

5,099,698

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (n)

$ 5,193,455

$ 5,196,726

5.5% 11/21/19 (n)

2,225,348

2,226,750

Graton Economic Development Authority Tranche B, term loan 4.75% 8/5/22 (n)

5,100,000

5,100,000

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (n)

6,905,978

6,890,854

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 3.75% 4/14/21 (n)

5,574,271

5,557,994

Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (n)

3,682,168

3,685,445

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (n)

566,375

563,050

LTF Merger Sub, Inc. Tranche B, term loan 4.25% 6/10/22 (n)

3,020,000

2,994,511

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (n)

1,923,138

1,905,349

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (n)

5,332,010

5,278,690

NCL Corp. Ltd. Tranche B, term loan 4% 11/19/21 (n)

347,200

347,054

Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (n)

2,572,141

2,568,926

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (n)

2,397,797

2,382,811

Red Lobster Hospitality LLC Tranche B, term loan 6.25% 7/28/21 (n)

3,398,622

3,415,615

Scientific Games Corp.:

Tranche B 2LN, term loan 6% 10/1/21 (n)

14,058,355

13,886,984

Tranche B, term loan 6% 10/18/20 (n)

511,404

505,364

SMG Tranche B 1LN, term loan 4.5% 2/27/20 (n)

1,621,768

1,611,632

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (n)

3,044,898

3,037,286

TGI Friday's, Inc. Tranche B 1LN, term loan 5.25% 7/15/20 (n)

1,975,000

1,975,000

Town Sports International LLC Tranche B, term loan 4.5% 11/15/20 (n)

2,131,182

1,502,483

Tropicana Entertainment, Inc. Tranche B, term loan 4% 11/27/20 (n)

1,512,304

1,502,217

Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (n)

501,980

490,268

 

134,731,923

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.0%

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (n)

$ 2,119,133

$ 2,099,277

Leisure Products - 0.0%

SRAM LLC. Tranche B, term loan 4.0205% 4/10/20 (n)

2,920,929

2,818,697

Media - 0.5%

Acosta, Inc. Tranche B, term loan 4.25% 9/26/21 (n)

2,992,500

2,956,979

CDS U.S. Intermediate Holdings, Inc.:

Tranche B 1LN, term loan 5% 7/8/22 (n)

1,255,000

1,253,431

Tranche B 2LN, term loan 9.25% 7/8/23 (n)

465,000

459,769

Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (n)

4,211,365

4,201,511

Charter Communications Operating LLC:

Tranche E, term loan 3% 7/1/20 (n)

1,493,381

1,479,253

Tranche F, term loan 3% 1/3/21 (n)

6,767,749

6,698,380

Tranche H, term loan 3.25% 8/24/21 (n)

1,000,000

996,940

Tranche I, term loan 3.5% 1/24/23 (n)

6,335,000

6,320,746

Clear Channel Communications, Inc. Tranche D, term loan 6.948% 1/30/19 (n)

14,695,000

12,949,969

CSC Holdings LLC Tranche B, term loan 2.698% 4/17/20 (n)

1,305,622

1,286,861

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (n)

6,471,811

4,081,836

Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4% 5/29/21 (n)

3,000,000

2,962,500

ION Media Networks, Inc. Tranche B, term loan 4.75% 12/18/20 (n)

1,497,475

1,493,731

Karman Buyer Corp.:

Tranche 1LN, term loan 4.25% 7/25/21 (n)

3,681,201

3,636,585

Tranche 2LN, term loan 7.5% 7/25/22 (n)

1,880,000

1,822,660

Liberty Cablevision of Puerto Rico Tranche 1LN, term loan 4.5% 1/7/22 (n)

1,620,000

1,572,745

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 4.75% 3/22/19 (n)

1,952,153

1,952,641

McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (n)

1,853,591

1,848,957

Numericable LLC:

Tranche B 1LN, term loan 4% 7/20/22 (n)

1,000,000

995,140

Tranche B 1LN, term loan 4.5% 5/8/20 (n)

5,809,355

5,803,139

Tranche B 2LN, term loan 4.5% 5/8/20 (n)

5,025,944

5,020,566

Proquest LLC Tranche B, term loan 5.25% 10/24/21 (n)

2,995,927

2,994,069

Regal Cinemas Corp. Tranche B, term loan 3.75% 4/1/22 (n)

1,000,000

998,750

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Springer Science+Business Media Deutschland GmbH Tranche B 9LN, term loan 4.75% 8/14/20 (n)

$ 10,885,086

$ 10,789,841

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (n)

2,577,423

2,557,293

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (n)

1,355,000

1,334,431

Virgin Media Investment Holdings Ltd. Tranche B, term loan 3.5% 6/30/23 (n)

1,013,348

1,001,046

WideOpenWest Finance LLC Tranche B, term loan 4.5% 4/1/19 (n)

997,500

993,600

WMG Acquisition Corp. term loan 3.75% 7/1/20 (n)

1,480,466

1,449,628

Ziggo B.V.:

Tranche B 1LN, term loan 3.5% 1/15/22 (n)

1,391,000

1,371,150

Tranche B 2LN, term loan 3.5% 1/15/22 (n)

897,000

884,200

Tranche B 3LN, term loan 3.5% 1/15/22 (n)

1,475,000

1,453,952

 

95,622,299

Multiline Retail - 0.2%

Dollar Tree, Inc. Tranche B 1LN, term loan 3.5% 3/9/22 (n)

4,000,000

4,000,000

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (n)

3,292,869

3,278,875

6% 5/22/18 (n)

15,590,789

15,546,979

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (n)

6,132,790

6,046,931

 

28,872,785

Specialty Retail - 0.2%

Academy Ltd. Tranche B, term loan 5% 7/2/22 (n)

4,500,000

4,477,500

Davids Bridal, Inc. Tranche B, term loan 5.25% 10/11/19 (n)

1,882,000

1,793,791

General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (n)

1,646,368

1,628,884

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (n)

7,355,193

5,694,170

Party City Holdings, Inc. Tranche B, term loan 8/19/22 (s)

3,655,000

3,648,165

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (n)

1,344,958

1,341,596

PetSmart, Inc. Tranche B, term loan 4.25% 3/11/22 (n)

11,214,893

11,191,566

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (n)

$ 3,137,000

$ 2,670,371

Staples, Inc. Tranche B, term loan 4/24/21 (s)

3,000,000

2,985,000

 

35,431,043

Textiles, Apparel & Luxury Goods - 0.0%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 5% 2/1/20 (n)

1,474,714

1,405,889

Hercules Achievement, Inc. Tranche B, term loan 5% 12/11/21 (n)

2,445,180

2,448,236

Polymer Group, Inc. Tranche B, term loan 5.25% 12/19/19 (n)

4,026,009

4,026,009

 

7,880,134

TOTAL CONSUMER DISCRETIONARY

358,800,816

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Blue Ribbon LLC:

Tranche 2LN, term loan 9.25% 11/13/22 (n)

1,332,000

1,308,690

Tranche B 1LN, term loan 5.75% 11/13/21 (n)

6,357,861

6,353,919

 

7,662,609

Food & Staples Retailing - 0.3%

Albertson's LLC:

Tranche B 2LN, term loan 5.375% 3/21/19 (n)

3,736,436

3,732,625

Tranche B 3LN, term loan 5% 8/25/19 (n)

1,693,236

1,692,186

Tranche B 4LN, term loan 5.5% 8/25/21 (n)

15,960,260

15,956,270

BJ's Wholesale Club, Inc.:

Tranche 2LN, term loan 8.5% 3/31/20 (n)

653,000

646,470

Tranche B 1LN, term loan 4.5% 9/26/19 (n)

5,968,867

5,941,828

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (n)

1,478,476

1,452,603

GOBP Holdings, Inc.:

Tranche 2LN, term loan 9.25% 10/21/22 (n)

1,129,000

1,120,533

Tranche B 1LN, term loan 4.75% 10/21/21 (n)

3,428,800

3,412,719

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (n)

6,695,838

6,695,838

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (n)

2,913,000

2,854,740

Tranche B 1LN, term loan 4.5% 6/30/21 (n)

3,400,867

3,362,607

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Smart & Final, Inc. Tranche B, term loan 4% 11/15/19 (n)

$ 2,378,000

$ 2,367,608

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (n)

1,118,958

1,121,577

 

50,357,604

Food Products - 0.1%

AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (n)

1,481,000

1,486,554

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (n)

2,119,101

2,111,154

Hostess Brands LLC:

Tranche B 1LN, term loan 4.5% 8/3/22 (n)

1,070,000

1,069,668

Tranche B 2LN, term loan 8.5% 8/3/23 (n)

125,000

125,156

JBS U.S.A. LLC Tranche B, term loan 8/18/22 (s)

3,540,000

3,524,530

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (n)

480,696

479,696

 

8,796,758

Household Products - 0.0%

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (n)

2,429,444

2,335,303

Personal Products - 0.0%

Prestige Brands, Inc. Tranche B 3LN, term loan 3.5088% 9/3/21 (n)

289,703

289,040

Revlon Consumer Products Corp. term loan 4% 8/19/19 (n)

2,652,718

2,641,125

 

2,930,165

TOTAL CONSUMER STAPLES

72,082,439

ENERGY - 0.4%

Energy Equipment & Services - 0.1%

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (n)

8,938,420

6,435,663

Drillships Ocean Ventures, Inc. Tranche B, term loan 5.5% 7/25/21 (n)

4,106,261

3,161,821

Expro Finservices S.a.r.l. Tranche B, term loan 5.75% 9/2/21 (n)

6,113,277

5,058,737

Floatel International Ltd. Tranche B, term loan 6% 6/27/20 (n)

2,328,212

1,639,061

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (n)

$ 2,112,223

$ 1,522,554

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (n)

1,114,343

759,425

Sheridan Production Partners I Tranche A, term loan 4.25% 12/16/20 (n)

417,737

325,835

 

18,903,096

Oil, Gas & Consumable Fuels - 0.3%

Alfred Fueling Systems, Inc. Tranche B 1LN, term loan 4.75% 6/20/21 (n)

978,701

972,281

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (n)

1,468,469

1,468,469

Chelsea Petroleum Products I LLC Tranche B, term loan 7/22/22 (s)

2,385,000

2,346,244

Chief Exploration & Development, LLC. Tranche 2LN, term loan 7.5% 5/16/21 (n)

4,612,000

3,973,238

Citgo Holding, Inc. Tranche B, term loan 9.5% 5/12/18 (n)

2,453,505

2,458,608

Citgo Petroleum Corp. Tranche B, term loan 4.5% 7/29/21 (n)

533,313

531,479

Crestwood Holdings Partners LLC Tranche B, term loan 7% 6/19/19 (n)

5,952,913

5,446,916

Energy Transfer Equity LP Tranche C, term loan 4% 12/2/19 (n)

1,937,824

1,908,155

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (n)

4,629,000

1,747,448

Tranche B 1LN, term loan 3.875% 9/30/18 (n)

1,833,674

1,603,328

Foresight Energy LLC Tranche B, term loan 5.5% 8/23/20 (n)

1,105,000

1,051,595

Houston Fuel Oil Terminal Co. Tranche B, term loan 4.25% 8/19/21 (n)

5,856,496

5,622,236

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (n)

9,096,000

8,777,640

Overseas Shipholding Group, Inc. Tranche B, term loan 5.25% 8/5/19 (n)

521,367

517,889

Panda Sherman Power, LLC term loan 9% 9/14/18 (n)

3,767,028

3,578,677

Panda Temple Power, LLC term loan 7.25% 4/3/19 (n)

1,020,000

951,150

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (n)

6,895,944

5,062,795

Penn Products Terminals LLC Tranche B, term loan 4.75% 4/13/22 (n)

1,291,763

1,278,845

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sheridan Investment Partners I term loan 4.25% 12/16/20 (n)

$ 3,004,343

$ 2,343,388

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 4.25% 10/1/19 (n)

3,477,061

2,746,878

Tranche B, term loan 4.25% 10/1/18 (n)

727,481

571,072

Sheridan Production Partners I Tranche M, term loan 4.25% 12/16/20 (n)

155,414

121,223

Southcross Energy Partners LP Tranche B, term loan 5.25% 8/4/21 (n)

1,717,327

1,640,047

Targa Resources Corp. term loan 5.75% 2/27/22 (n)

1,470,512

1,468,673

TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (n)

1,804,221

1,805,718

Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (n)

837,747

832,512

 

60,826,504

TOTAL ENERGY

79,729,600

FINANCIALS - 0.2%

Capital Markets - 0.0%

HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (n)

931,384

925,563

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 11/15/22 (n)

2,505,000

2,436,113

Tranche B 1LN, term loan 4.75% 11/15/21 (n)

1,989,015

1,924,372

 

5,286,048

Consumer Finance - 0.0%

Flying Fortress Holdings, Inc. Tranche B, term loan 3.5% 4/30/20 (n)

2,000,000

1,998,760

Diversified Financial Services - 0.1%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (n)

1,618,000

1,615,169

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (n)

634,249

604,122

TransUnion LLC Tranche B 2LN, term loan 3.75% 4/9/21 (n)

8,004,735

7,937,175

 

10,156,466

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - 0.0%

Alliant Holdings Intermediate LLC Tranche B, term loan 4.5% 8/14/22 (n)

$ 2,500,000

$ 2,489,075

HUB International Ltd. Tranche B 1LN, term loan 4% 10/2/20 (n)

690,000

681,665

 

3,170,740

Real Estate Management & Development - 0.1%

CityCenter 8.74% 7/12/16 (n)

331,828

331,828

DTZ U.S. Borrower LLC:

Tranche 2LN, term loan 9.25% 11/4/22 (n)

1,882,000

1,886,705

Tranche B 1LN, term loan 11/4/21 (s)

500,000

494,585

Tranche B 1LN, term loan 5.5% 11/4/21 (n)

3,745,180

3,704,620

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (n)

16,957

16,788

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (n)

8,718,645

8,685,950

 

15,120,476

Thrifts & Mortgage Finance - 0.0%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (n)

3,523,844

3,499,318

TOTAL FINANCIALS

39,231,808

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Alere, Inc. Tranche B, term loan 4.25% 6/18/22 (n)

1,490,000

1,488,972

DJO Finance LLC Tranche B 1LN, term loan 4.25% 6/7/20 (n)

1,150,000

1,143,100

Hill-Rom Holdings, Inc. Tranche B, term loan 7/30/22 (s)

1,500,000

1,500,315

 

4,132,387

Health Care Providers & Services - 0.2%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (n)

2,426,568

2,423,851

Community Health Systems, Inc.:

Tranche F, term loan 3.5749% 12/31/18 (n)

997,500

996,253

Tranche G, term loan 3.75% 12/31/19 (n)

1,980,760

1,977,056

Tranche H, term loan 4% 1/27/21 (n)

7,019,240

7,032,015

Concentra, Inc. Tranche B 1LN, term loan 4% 6/1/22 (n)

1,000,000

996,670

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (n)

1,882,000

1,898,468

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Dialysis Newco, Inc.: - continued

Tranche B 1LN, term loan 4.5% 4/23/21 (n)

$ 4,105,266

$ 4,088,147

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (n)

1,887,166

1,884,335

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (n)

2,152,000

2,184,280

HCA Holdings, Inc.:

Tranche B 4LN, term loan 3.0318% 5/1/18 (n)

2,620,663

2,615,107

Tranche B 5LN, term loan 2.948% 3/31/17 (n)

4,331,954

4,321,688

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (n)

5,550,018

5,272,517

Jaguar Holding Co. II / Pharmaceutical Product Development LLC Tranche B, term loan 4.25% 8/18/22 (n)

5,635,000

5,596,964

Kindred Healthcare, Inc. Tranche B, term loan 4.25% 4/9/21 (n)

2,567,035

2,562,235

MPH Acquisition Holdings LLC Tranche B, term loan 3.75% 3/31/21 (n)

455,448

449,400

Quintiles Transnational Corp. Tranche B, term loan 3.25% 5/12/22 (n)

590,000

588,525

Surgery Center Holdings, Inc. Tranche B 1LN, term loan 5.25% 11/3/20 (n)

227,855

227,570

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 1/3/20 (n)

540,000

540,675

Tranche B 2LN, term loan 4.25% 7/3/19 (n)

1,638,661

1,633,204

 

47,288,960

Life Sciences Tools & Services - 0.0%

Patheon, Inc. Tranche B, term loan 4.25% 3/11/21 (n)

7,100,141

7,012,525

Pharmaceuticals - 0.2%

Alvogen Pharma U.S., Inc. Tranche B 1LN, term loan 6% 4/2/22 (n)

1,451,625

1,444,367

Concordia Healthcare Corp. Tranche B, term loan 4.75% 4/21/22 (n)

730,000

730,460

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (n)

1,780,800

1,780,355

Endo Pharmaceuticals, Inc. Tranche B, term loan 6/24/22 (s)

3,000,000

2,999,460

Genoa, a QoL Healthcare Co. LLC:

Tranche 1LN, term loan 4.5% 4/30/22 (n)

1,510,000

1,507,176

Tranche 2LN, term loan 8.75% 4/30/23 (n)

1,000,000

1,000,000

Grifols, S.A. Tranche B, term loan 3.198% 2/27/21 (n)

1,486,474

1,483,263

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Horizon Pharmaceuticals, Inc. Tranche B, term loan 4.5% 5/7/21 (n)

$ 1,065,000

$ 1,063,669

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (n)

2,625,000

2,615,156

Tranche B 1LN, term loan 4.25% 1/28/21 (n)

8,199,843

8,111,038

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (n)

3,811,711

3,807,899

Valeant Pharmaceuticals International, Inc.:

Tranche BD 2LN, term loan 3.5% 2/13/19 (n)

1,882,000

1,875,131

Tranche E, term loan 3.75% 8/5/20 (n)

1,882,000

1,875,526

 

30,293,500

TOTAL HEALTH CARE

88,727,372

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.1%

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (n)

509,394

506,633

Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (n)

271,338

269,302

Gemini HDPE LLC Tranche B, term loan 4.75% 8/7/21 (n)

2,017,819

2,014,449

TransDigm, Inc.:

Tranche C, term loan 3.75% 2/28/20 (n)

3,666,862

3,626,930

Tranche D, term loan 3.75% 6/4/21 (n)

6,073,277

6,004,953

 

12,422,267

Airlines - 0.0%

American Airlines, Inc. Tranche B, term loan 3.5% 10/10/21 (n)

1,985,000

1,968,465

U.S. Airways, Inc. Tranche B 1LN, term loan 3.5% 5/23/19 (n)

1,567,010

1,557,216

 

3,525,681

Building Products - 0.1%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (n)

7,013,682

6,851,526

Tranche 2LN, term loan 7.75% 4/1/22 (n)

1,260,000

1,232,444

Jeld-Wen, Inc. Tranche B, term loan 5% 7/1/22 (n)

1,000,000

996,880

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Building Products - continued

LBM Borrower LLC Tranche B 1LN, term loan 7.5% 8/20/22 (n)

$ 6,615,000

$ 6,482,700

Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (n)

872,582

862,547

 

16,426,097

Commercial Services & Supplies - 0.1%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (n)

3,598,919

3,562,930

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (n)

1,493,438

1,486,509

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (n)

4,886,176

4,389,399

Garda World Security Corp.:

term loan 4.0032% 11/8/20 (n)

3,213,302

3,159,737

Tranche DD, term loan 4.0032% 11/8/20 (n)

750,389

737,880

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (n)

7,261,424

6,989,120

Merrill Communications LLC Tranche B, term loan 6.25% 6/1/22 (n)

2,145,000

2,131,594

Metal Services LLC Tranche B, term loan 6% 6/30/17 (n)

1,111,359

1,101,167

Redtop Acquisitions Ltd. Tranche 2LN, term loan 8.25% 6/3/21 (n)

612,889

607,784

The Brickman Group, Ltd.:

Tranche 2LN, term loan 7.5% 12/18/21 (n)

560,000

546,700

Tranche B 1LN, term loan 4% 12/18/20 (n)

4,421,612

4,349,053

WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (n)

555,182

551,018

 

29,612,891

Construction & Engineering - 0.1%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (n)

9,257,383

9,309,502

Ls Deco LLC Tranche B, term loan 5.5% 5/21/22 (n)

3,250,000

3,266,250

 

12,575,752

Electrical Equipment - 0.0%

Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (n)

1,374,691

1,361,810

Machinery - 0.1%

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (n)

825,432

827,495

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Machinery - continued

Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (n)

$ 1,287,713

$ 1,260,349

Mueller Water Products, Inc. Tranche B, term loan 4% 11/25/21 (n)

1,520,360

1,520,360

Onex Wizard U.S. Acquisition, Inc. Tranche B, term loan 4.25% 3/13/22 (n)

2,973,548

2,969,206

Rexnord LLC Tranche B, term loan 4% 8/21/20 (n)

3,449,756

3,413,534

The Gates Corp. Tranche B 1LN, term loan 4.25% 7/3/21 (n)

1,120,356

1,071,340

 

11,062,284

Marine - 0.0%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/22/19 (n)

2,205,718

2,197,446

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (n)

1,097,415

764,536

Navios Partners Finance (U.S.), Inc. Tranche B, term loan 5.25% 6/27/18 (n)

2,036,582

2,031,491

 

4,993,473

Professional Services - 0.0%

AlixPartners LLP Tranche B, term loan 4.5% 7/28/22 (n)

2,125,000

2,122,875

On Assignment, Inc. Tranche B, term loan 3.75% 6/5/22 (n)

1,200,873

1,197,871

Research Now Group, Inc.:

Tranche 2LN, term loan 9.75% 3/18/22 (n)

285,000

283,575

Tranche B 1LN, term loan 5.5% 3/18/21 (n)

872,813

864,084

Science Applications International Corp. Tranche B, term loan 3.75% 5/4/22 (n)

1,995,000

1,994,003

 

6,462,408

Road & Rail - 0.0%

Hertz Corp. Tranche B 2LN, term loan 3% 3/11/18 (n)

1,123,254

1,112,022

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (n)

2,223,712

2,139,211

 

3,251,233

Trading Companies & Distributors - 0.0%

Fly Funding II Sarl Tranche B, term loan 3.5% 8/9/19 (n)

2,343,787

2,330,615

TOTAL INDUSTRIALS

104,024,511

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.0%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (n)

$ 1,752,721

$ 1,742,871

Mitel U.S. Holdings, Inc. Tranche B, term loan 5% 4/29/22 (n)

1,785,000

1,772,166

 

3,515,037

Electronic Equipment & Components - 0.1%

Carros U.S., LLC Tranche B, term loan 4.5% 9/30/21 (n)

660,672

659,020

CPI Acquisition, Inc. Tranche B, term loan 8/14/22 (s)

1,500,000

1,475,625

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (n)

4,955,498

4,808,617

Lux FinCo U.S. SPV:

Tranche 2LN, term loan 7/31/23 (s)

670,000

665,813

Tranche B 1LN, term loan 7/31/22 (s)

1,345,000

1,338,275

TTM Technologies, Inc. Tranche B 1LN, term loan 6% 5/31/21 (n)

4,330,000

4,091,850

 

13,039,200

Internet Software & Services - 0.0%

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (n)

4,084,908

4,064,484

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (n)

946,343

939,245

TELX, Inc. Tranche B 1LN, term loan 4.5% 4/9/20 (n)

748,221

744,951

 

5,748,680

IT Services - 0.1%

Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 4.5% 9/15/20 (n)

1,482,550

1,426,584

Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (n)

1,867,451

1,851,409

First Data Corp. term loan 3.7004% 3/24/17 (n)

7,113,000

7,089,883

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8.25% 6/17/22 (n)

515,000

489,250

Tranche B 1LN, term loan 5% 6/17/21 (n)

1,164,121

1,158,300

WP Mustang Holdings, LLC.:

Tranche 2LN, term loan 8.5% 5/29/22 (n)

752,000

729,440

Tranche B 1LN, term loan 5.5% 5/29/21 (n)

880,553

874,503

 

13,619,369

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.0%

Avago Technologies, Inc. Tranche B, term loan 3.75% 5/6/21 (n)

$ 1,594,269

$ 1,592,276

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (n)

2,673,001

2,668,831

NXP BV Tranche D, term loan 3.25% 1/11/20 (n)

1,867,496

1,856,609

 

6,117,716

Software - 0.2%

Applied Systems, Inc.:

Tranche B 1LN, term loan 4.25% 1/23/21 (n)

455,667

454,300

Tranche B 2LN, term loan 7.5% 1/23/22 (n)

116,000

115,246

Blue Coat Systems, Inc. Tranche B, term loan 4.5% 5/22/22 (n)

2,135,000

2,118,988

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (n)

671,591

613,948

5% 9/10/20 (n)

10,689,020

9,811,024

Epicor Software Corp. Tranche B, term loan 4.75% 6/1/22 (n)

3,000,000

2,988,210

Hyland Software, Inc. Tranche B 1LN, term loan 4.75% 7/1/22 (n)

180,000

179,494

Informatica Corp. Tranche B, term loan 4.5% 8/6/22 (n)

985,000

978,026

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/30/20 (n)

12,974,594

13,179,982

Tranche B 1LN, term loan 4.5% 10/30/19 (n)

3,680,000

3,678,859

Renaissance Learning, Inc.:

Tranche 1LN, term loan 4.5% 4/9/21 (n)

3,726,134

3,629,887

Tranche 2LN, term loan 8% 4/9/22 (n)

1,693,000

1,640,805

SS&C Technologies, Inc.:

Tranche B 1LN, term loan 4% 7/8/22 (n)

3,210,762

3,213,042

Tranche B 2LN, term loan 4% 7/8/22 (n)

520,179

520,549

Transfirst, Inc.:

Tranche 2LN, term loan 9% 11/12/22 (n)

931,000

924,790

Tranche B 1LN, term loan 4.75% 11/12/21 (n)

923,934

922,086

 

44,969,236

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.1%

Dell International LLC Tranche B 2LN, term loan 4% 4/29/20 (n)

$ 14,733,075

$ 14,645,119

Oberthur Technologies Tranche B 2LN, term loan 4.5% 10/18/19 (n)

2,568,960

2,552,904

 

17,198,023

TOTAL INFORMATION TECHNOLOGY

104,207,261

MATERIALS - 0.5%

Chemicals - 0.2%

A. Schulman, Inc. Tranche B, term loan 4% 6/1/22 (n)

1,770,563

1,761,710

AgroFresh, Inc. Tranche B, term loan 5.75% 7/31/21 (n)

2,500,000

2,496,875

American Rock Salt Co. LLC Tranche B 1LN, term loan 4.75% 5/20/21 (n)

1,117,357

1,106,183

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 7.5% 6/12/22 (n)

781,000

772,800

Tranche B 1LN, term loan 4.5% 6/12/21 (n)

625,180

623,505

Aruba Investments, Inc. Tranche B, term loan 4.5% 2/2/22 (n)

992,015

987,055

Chromaflo Technologies Corp.:

Tranche 2LN, term loan 8.25% 6/2/20 (n)

751,971

706,853

Tranche B 1LN, term loan 4.5% 12/2/19 (n)

1,482,473

1,437,999

Eco Services Operations LLC Tranche B, term loan 4.75% 12/1/21 (n)

2,210,890

2,199,836

Hilex Poly Co. LLC:

Tranche 2LN, term loan 9.75% 6/5/22 (n)

1,129,000

1,126,178

Tranche B 1LN, term loan 6% 12/5/21 (n)

4,108,355

4,094,222

MacDermid, Inc. Tranche B 2LN, term loan 4.75% 6/7/20 (n)

1,113,206

1,112,860

Royal Holdings, Inc.:

Tranche B 1LN, term loan 4.5% 6/19/22 (n)

2,135,000

2,125,222

Tranche B 2LN, term loan 8.5% 6/19/23 (n)

500,000

498,125

Styrolution U.S. Holding LLC Tranche B, term loan 6.5% 11/7/19 (n)

4,104,375

4,124,897

The Chemours Co. LLC Tranche B, term loan 3.75% 5/12/22 (n)

2,410,000

2,322,638

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. Tranche B 1LN, term loan 4.25% 11/5/21 (n)

1,620,000

1,615,140

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Chemicals - continued

U.S. Coatings Acquisition, Inc. Tranche B, term loan 3.75% 2/1/20 (n)

$ 512,923

$ 510,553

Univar, Inc. Tranche B, term loan 4% 7/1/22 (n)

1,235,000

1,225,738

 

30,848,389

Containers & Packaging - 0.2%

Anchor Glass Container Corp. Tranche B, term loan 4.5% 7/1/22 (n)

2,408,602

2,409,349

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (n)

4,754,924

4,731,150

Berlin Packaging, LLC:

Tranche 2LN, term loan 7.75% 10/1/22 (n)

1,129,000

1,115,825

Tranche B 1LN, term loan 4.5% 10/1/21 (n)

5,609,739

5,606,261

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (n)

3,552,000

3,520,920

BWAY Holding Co. Tranche B, term loan 5.5% 8/14/20 (n)

2,175,494

2,175,494

Caraustar Industries, Inc. Tranche B, term loan 8% 5/1/19 (n)

730,000

727,810

Charter NEX U.S. Holdings, Inc. Tranche 2LN, term loan 9.25% 2/5/23 (n)

752,000

753,880

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (n)

3,519,049

3,328,422

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.5% 12/1/18 (n)

9,135,595

9,127,647

Signode Packaging Systems, Inc. Tranche B, term loan 3.75% 5/1/21 (n)

2,708,667

2,674,808

Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (n)

732,664

725,338

 

36,896,904

Metals & Mining - 0.1%

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 12/19/19 (n)

2,614,761

1,838,177

Tranche B 2LN, term loan 8.75% 12/19/20 (n)

1,296,000

874,800

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (n)

1,615,000

1,604,503

Essar Steel Algoma, Inc. Tranche B, term loan 7.5% 8/16/19 (n)

3,596,880

3,106,805

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (n)

15,116,357

12,185,447

JMC Steel Group, Inc. term loan 4.75% 4/1/17 (n)

1,700,010

1,685,135

MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (n)

531,924

518,961

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

Murray Energy Corp.:

Tranche B 1LN, term loan 7% 4/16/17 (n)

$ 780,000

$ 709,153

Tranche B 2LN, term loan 7.5% 4/16/20 (n)

6,355,000

4,758,306

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (n)

752,000

682,440

Walter Energy, Inc. Tranche B, term loan 5.8% 4/1/18 (n)

4,707,000

1,908,877

 

29,872,604

TOTAL MATERIALS

97,617,897

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.2%

Altice Financing SA:

Tranche B 2LN, term loan 5.25% 1/30/22 (n)

2,634,000

2,647,170

Tranche B, term loan 5.5% 6/24/19 (n)

12,993,045

13,041,769

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (n)

6,807,181

6,821,340

Integra Telecom Holdings, Inc. Tranche B 1LN, term loan 5.25% 8/14/20 (n)

2,992,500

2,983,523

Level 3 Financing, Inc.:

Tranche B 2LN, term loan 3.5% 5/31/22 (n)

3,764,000

3,726,360

Tranche B 3LN, term loan 4% 8/1/19 (n)

2,742,000

2,737,887

Tranche B 4LN, term loan 4% 1/15/20 (n)

3,011,000

3,008,170

LTS Buyer LLC:

Tranche 2LN, term loan 8% 4/12/21 (n)

163,000

162,865

Tranche B 1LN, term loan 4% 4/11/20 (n)

8,914,096

8,858,383

Securus Technologies Holdings, Inc.:

Tranche 2LN, term loan 9% 4/30/21 (n)

3,724,000

3,337,635

Tranche B 1LN, term loan 4.75% 4/30/20 (n)

2,824,628

2,717,829

Securus Technologies, Inc. Tranche B2 1LN, term loan 5.25% 4/30/20 (n)

1,000,000

971,250

 

51,014,181

Wireless Telecommunication Services - 0.1%

Crown Castle Operating Co. Tranche B 2LN, term loan 3% 1/31/21 (n)

1,501,379

1,494,893

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.8125% 3/31/17 (n)

1,382,317

1,299,378

Tranche D-2, term loan 3.7818% 3/31/19 (n)

5,012,683

4,724,454

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (n)

$ 4,150,000

$ 4,072,188

Syniverse Holdings, Inc. Tranche B, term loan 4% 4/23/19 (n)

1,882,000

1,731,440

 

13,322,353

TOTAL TELECOMMUNICATION SERVICES

64,336,534

UTILITIES - 0.3%

Electric Utilities - 0.2%

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

6.375% 8/13/18 (n)

161,490

161,652

6.375% 8/13/19 (n)

2,444,528

2,446,972

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (n)

3,011,587

2,940,815

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (n)

3,589,368

3,409,900

Tranche C, term loan 5.25% 3/14/21 (n)

263,000

249,850

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (n)

6,215,916

6,200,376

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (n)

5,064,411

4,853,377

Green Energy Partners/Stonewall LLC Tranche B 1LN, term loan 6.5% 11/13/21 (n)

3,042,000

3,042,000

InterGen NV Tranche B, term loan 5.5% 6/13/20 (n)

4,396,131

4,132,363

Longview Power LLC Tranche B, term loan 7% 4/13/21 (n)

2,000,000

2,002,500

Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (n)

554,215

556,293

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (n)

2,006,000

2,000,985

TXU Energy LLC Tranche B, term loan 4.6741% 10/10/17 (d)(n)

1,088,000

490,840

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (n)

589,990

583,352

 

33,071,275

Gas Utilities - 0.0%

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (n)

4,052,000

3,835,907

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Gas Utilities - continued

Southcross Holdings Borrower LP Tranche B, term loan 6% 8/4/21 (n)

$ 2,642,653

$ 2,191,209

Veresen Midstream LP Tranche B, term loan 5.25% 3/31/22 (n)

1,815,450

1,812,418

 

7,839,534

Independent Power and Renewable Electricity Producers - 0.1%

Calpine Corp.:

Tranche B 3LN, term loan 4% 10/9/19 (n)

2,516,064

2,511,132

Tranche B 4LN, term loan 4% 10/31/20 (n)

3,727,081

3,714,856

Tranche B 5LN, term loan 3.5% 5/28/22 (n)

1,500,000

1,478,910

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (n)

2,653,000

2,653,000

ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (n)

466,891

471,560

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (n)

2,799,716

2,624,734

Terra-Gen Finance Co. LLC Tranche B, term loan 5.25% 12/9/21 (n)

2,902,415

2,851,623

TerraForm AP Acquisition Holdings LLC Tranche B, term loan 8/11/22 (s)

3,000,000

2,970,000

 

19,275,815

TOTAL UTILITIES

60,186,624

TOTAL BANK LOAN OBLIGATIONS

(Cost $1,092,574,461)


1,068,944,862

Sovereign Loan Participations - 0.0%

 

Indonesian Republic loan participation:

Citibank 1.25% 12/14/19 (n)

904,290

886,205

Goldman Sachs 1.25% 12/14/19 (n)

775,000

759,500

Mizuho 1.25% 12/14/19 (n)

363,384

356,116

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,875,319)


2,001,821

Bank Notes - 1.2%

 

Principal Amount (e)

Value

Bank of America NA:

1.65% 3/26/18

$ 22,324,000

$ 22,212,693

1.75% 6/5/18

84,682,000

84,232,169

5.3% 3/15/17

3,467,000

3,644,614

Barclays Bank PLC 2.5% 2/20/19

7,200,000

7,266,816

Capital One NA 1.65% 2/5/18

18,801,000

18,561,926

Discover Bank:

(Delaware) 3.2% 8/9/21

23,245,000

22,850,439

3.1% 6/4/20

22,584,000

22,536,641

8.7% 11/18/19

2,958,000

3,535,484

JPMorgan Chase Bank 6% 10/1/17

11,313,000

12,209,555

KeyBank NA 6.95% 2/1/28

1,977,000

2,523,678

Marshall & Ilsley Bank 5% 1/17/17

14,669,000

15,309,889

Regions Bank 7.5% 5/15/18

24,647,000

27,954,430

Wachovia Bank NA 6% 11/15/17

2,243,000

2,450,439

TOTAL BANK NOTES

(Cost $242,512,420)

245,288,773

Preferred Securities - 0.8%

 

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen International Finance NV 2.5%(Reg. S) (i)(n)

EUR

2,150,000

2,343,384

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Cosan Overseas Ltd. 8.25% (i)

1,725,000

1,627,629

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

Total SA 2.625% (Reg. S) (i)(n)

EUR

2,150,000

2,299,559

FINANCIALS - 0.8%

Banks - 0.7%

BAC Capital Trust XIV 4% (i)(n)

1,245,000

967,734

Banco Do Brasil SA 9% (h)(i)(n)

1,415,000

1,147,484

Bank of America Corp.:

6.1% (i)(n)

3,225,000

3,238,216

6.25% (i)(n)

3,680,000

3,755,700

6.5% (i)(n)

3,000,000

3,159,795

Bank of Ireland 7.375% (Reg. S) (i)(n)

EUR

2,000,000

2,326,877

Barclays Bank PLC 7.625% 11/21/22

20,775,000

24,126,874

Barclays PLC:

6.625% (i)(n)

7,940,000

7,862,515

8.25% (i)(n)

5,470,000

5,897,920

Preferred Securities - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

BNP Paribas SA:

7.375% (h)(i)(n)

$ 3,830,000

$ 3,931,898

7.375% 12/29/49 (Reg. S) (n)

3,100,000

3,182,476

Citigroup, Inc.:

5.875% (i)(n)

4,305,000

4,378,134

5.95% (i)(n)

2,285,000

2,273,527

5.95% (i)(n)

6,945,000

6,787,466

6.3% (i)(n)

7,100,000

7,019,488

Credit Agricole SA:

6.625% (h)(i)(n)

14,035,000

13,938,915

6.625% (Reg. S) (i)(n)

2,850,000

2,830,489

8.125% 9/19/33 (Reg. S) (n)

2,500,000

2,861,487

JPMorgan Chase & Co.:

5.3% (i)(n)

3,245,000

3,260,582

6% (i)(n)

10,455,000

10,403,293

6.75% (i)(n)

10,085,000

10,697,020

Royal Bank of Scotland Group PLC:

7.5% (i)(n)

2,285,000

2,300,980

8% (i)(n)

1,140,000

1,169,689

Wells Fargo & Co. 5.875% (i)(n)

2,000,000

2,072,541

 

129,591,100

Capital Markets - 0.1%

Credit Suisse Group AG 6.25% (h)(i)(n)

5,000,000

4,864,037

Deutsche Bank AG 7.5% (i)(n)

7,600,000

7,670,144

Goldman Sachs Group, Inc. 5.375% (i)(n)

3,250,000

3,245,271

UBS Group AG:

6.875% (Reg. S) (i)(n)

1,950,000

1,944,259

7.125% (Reg. S) (i)(n)

1,700,000

1,836,629

 

19,560,340

Diversified Financial Services - 0.0%

Magnesita Finance Ltd.:

8.625% (h)(i)

650,000

496,336

8.625% (Reg. S) (i)

200,000

152,719

 

649,055

TOTAL FINANCIALS

149,800,495

Preferred Securities - continued

 

Principal Amount (e)

Value

INDUSTRIALS - 0.0%

Construction & Engineering - 0.0%

Odebrecht Finance Ltd.:

7.5% (h)(i)

$ 4,705,000

$ 3,369,267

7.5% (Reg. S) (i)

100,000

71,610

 

3,440,877

MATERIALS - 0.0%

Metals & Mining - 0.0%

CSN Islands XII Corp. 7% (Reg. S) (i)

2,100,000

1,035,971

UTILITIES - 0.0%

Electric Utilities - 0.0%

EDF SA 5.625% (Reg. S) (i)(n)

2,700,000

2,764,547

TOTAL PREFERRED SECURITIES

(Cost $163,665,548)


163,312,462

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.15% (b)
(Cost $1,185,530,172)

1,185,530,172


1,185,530,172

Cash Equivalents - 0.5%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15 (Collateralized by U.S. Government Obligations) # (c)
(Cost $110,825,000)

$ 110,825,462


110,825,000

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

Annual Report

Investments - continued

Purchased Swaptions - 0.0%

Expiration Date

Notional Amount (e)

Value

Put Options - 0.0%

Option on a credit default swap with Morgan Stanley Capital Group, Inc. to buy protection on the 5-Year iTraxx Europe Crossover Series 23 Index expiring June 2020 exercise rate 3.125%
(Cost $172,578)

9/16/15

EUR

17,600,000

$ 206,315

TOTAL INVESTMENT PORTFOLIO - 104.0%

(Cost $21,131,127,040)

21,078,070,800

NET OTHER ASSETS (LIABILITIES) - (4.0)%

(808,453,417)

NET ASSETS - 100%

$ 20,269,617,383

TBA Sale Commitments

 

Principal Amount (e)

 

Fannie Mae

3% 9/1/45

$ (700,000)

(703,008)

3% 9/1/45

(700,000)

(703,008)

3% 9/1/45

(2,100,000)

(2,109,023)

3% 9/1/45

(33,200,000)

(33,342,657)

3% 9/1/45

(12,950,000)

(13,005,645)

3% 9/1/45

(9,700,000)

(9,741,680)

3% 9/1/45

(27,500,000)

(27,618,165)

3% 9/1/45

(11,000,000)

(11,047,266)

3.5% 9/1/45

(21,300,000)

(22,072,123)

3.5% 9/1/45

(21,300,000)

(22,072,123)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(13,200,000)

(14,018,812)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(3,600,000)

(3,823,312)

4% 9/1/45

(28,000,000)

(29,736,874)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(10,000,000)

(10,832,812)

TOTAL FANNIE MAE

(346,389,752)

TBA Sale Commitments - continued

 

Principal Amount (e)

Value

Freddie Mac

3% 9/1/45

$ (1,500,000)

$ (1,502,109)

3% 9/1/45

(3,200,000)

(3,204,500)

TOTAL FREDDIE MAC

(4,706,609)

Ginnie Mae

3.5% 9/1/45

(31,500,000)

(32,799,372)

3.5% 9/1/45

(20,000,000)

(20,824,998)

TOTAL GINNIE MAE

(53,624,370)

TOTAL TBA SALE COMMITMENTS

(Proceeds $404,373,664)

$ (404,720,731)

Futures Contracts

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Bond Index Contracts

9 Eurex Euro-Bobl Contracts (Germany)

Sept. 2015

$ 1,313,218

$ (3,300)

21 Eurex Euro-Buxl 30 Year Bond Contracts (Germany)

Sept. 2015

3,572,005

(57,360)

2 OSE Japan 10 Year Bond Contracts (Japan)

Sept. 2015

2,440,879

20,099

64 TME 10 Year Canadian Note Contracts (Canada)

Dec. 2015

6,879,659

(118,481)

TOTAL BOND INDEX CONTRACTS

$ 14,205,761

$ (159,042)

Treasury Contracts

21 ASX 10 Year Treasury Bond Index Contracts (Australia)

Sept. 2015

1,924,905

80,165

96 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

20,973,000

(55,692)

24 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

2,866,500

(23,111)

50 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

7,920,313

(286,818)

TOTAL TREASURY CONTRACTS

$ 33,684,718

$ (285,456)

TOTAL PURCHASED

$ 47,890,479

$ (444,498)

Futures Contracts - continued

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Bond Index Contracts

3 Eurex Euro-Bund Contracts (Germany)

Sept. 2015

$ 515,370

$ (5,052)

20 ICE Long Gilt Contracts (United Kingdom)

Dec. 2015

3,596,561

19,791

112 ICE Medium Gilt Contracts (United Kingdom)

Dec. 2015

19,051,124

22,345

TOTAL BOND INDEX CONTRACTS

$ 23,163,055

$ 37,084

Treasury Contracts

10 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

1,270,625

9,883

38 CBOT Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

5,875,750

182,799

TOTAL TREASURY CONTRACTS

$ 7,146,375

$ 192,682

TOTAL SOLD

$ 30,309,430

$ 229,766

 

$ 78,199,909

$ (214,732)

The face value of futures purchased as a percentage of net assets is 0.2%

The face value of futures sold as a percentage of net assets is 0.1%

Foreign Currency Contracts

Settlement Date

Currency

Counterparty

Type

Quantity

Contract Amount (e)

Unrealized Appreciation/
(Depreciation)

11/20/15

AUD

Credit Suisse Intl.

Sell

204,000

$ 149,743

$ 5,155

11/20/15

CAD

JPMorgan Chase Bank, N.A.

Sell

135,000

102,856

262

11/20/15

EUR

Credit Suisse Intl.

Buy

127,000

145,663

(2,968)

11/20/15

EUR

Credit Suisse Intl.

Buy

211,000

233,130

3,947

11/20/15

EUR

Credit Suisse Intl.

Buy

404,000

453,573

356

11/20/15

EUR

Credit Suisse Intl.

Sell

237,000

267,054

764

11/20/15

EUR

Credit Suisse Intl.

Sell

1,603,000

1,771,357

(29,753)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Buy

194,000

226,297

(8,321)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Sell

67,385,000

74,790,342

(922,557)

11/20/15

GBP

Credit Suisse Intl.

Buy

174,000

272,420

(5,534)

11/20/15

GBP

Credit Suisse Intl.

Buy

231,000

354,868

(553)

11/20/15

GBP

Credit Suisse Intl.

Sell

288,000

453,631

11,888

11/20/15

GBP

JPMorgan Chase Bank, N.A.

Sell

33,946,000

52,958,340

890,873

11/20/15

JPY

JPMorgan Chase Bank, N.A.

Sell

14,350,000

115,567

(2,940)

 

$ (59,381)

For the period, the average contract value for foreign currency contracts was $177,993,164. Contract value represents contract amount in United States dollars plus or minus unrealized appreciation or depreciation, respectively.

Swaps

Credit Default Swaps

Underlying Reference

Rating
(1)

Expiration Date

Clearinghouse/Counterparty

Fixed Payment Received/(Paid)

Notional Amount
(2)(3)

Value
(1)

Upfront Premium Received/
(Paid)

Unrealized Appreciation/(Depreciation)

Buy Protection

Carlsberg Breweries A/S

 

Jun.
2020

JPMorgan Chase Bank, N.A.

(1%)

EUR

2,600,000

$ (8,869)

$ 30,763

$ 21,894

Kering SA

 

Sep.
2018

Morgan Stanley Capital Group, Inc.

(1%)

EUR

3,500,000

(78,250)

8,252

(69,998)

Metro AG

 

Dec.
2019

Credit Suisse International

(1%)

EUR

3,850,000

(6,470)

(28,271)

(34,741)

Metro AG

 

Dec.
2019

JPMorgan Chase Bank, N.A.

(1%)

EUR

600,000

(1,008)

(1,718)

(2,726)

Standard Chartered Bank

 

Sep.
2020

Citibank, N.A.

(1%)

EUR

2,700,000

155,943

(145,356)

10,587

Valeo SA

 

Sep.
2018

Credit Suisse International

(1%)

EUR

3,500,000

(57,598)

(53,854)

(111,452)

TOTAL BUY PROTECTION

3,748

(190,184)

(186,436)

Sell Protection

Commerzbank AG

Ba2

Sep.
2019

Credit Suisse International

5%

EUR

1,850,000

342,816

(369,344)

(26,528)

Italy Republic Of

A2

Sep.
2020

JPMorgan Chase Bank, N.A.

1%

 

2,800,000

(13,065)

21,241

8,176

Pemex Project Funding Master Trust

A3

Sep.
2020

Barclays Bank PLC

1%

 

3,550,000

(191,039)

170,506

(20,533)

TOTAL SELL PROTECTION

138,712

(177,597)

(38,885)

TOTAL CREDIT DEFAULT SWAPS

$ 142,460

$ (367,781)

$ (225,321)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The credit rating or value can be measures of the current payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's® ratings are not available, S&P® ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

(2) Notional amount is stated in U.S. dollars unless otherwise noted.

(3) The notional amount of each credit default swap where the Fund has sold protection approximates the maximum potential amount of future payments that the Fund could be required to make if a credit event were to occur.

Swaps - continued

Interest Rate Swaps

Clearinghouse/
Counterparty(2)

Expiration Date

Notional Amount(1)

Payment Received

Payment Paid

Value

Upfront Premium Received/
(Paid)(3)

Unrealized Appreciation/(Depreciation)

LCH

Sep. 2020

$ 35,400,000

3-month LIBOR

2.25%

$ (657,215)

$ 0

$ (657,215)

LCH

Sep. 2025

20,500,000

3-month LIBOR

2.75%

(686,088)

0

(686,088)

LCH

Sep. 2045

8,700,000

3-month LIBOR

3%

(543,452)

0

(543,452)

TOTAL INTEREST RATE SWAPS

$ (1,886,755)

$ 0

$ (1,886,755)

(1) Notional amount is stated in U.S. dollars unless otherwise noted.

 

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

 

(3) 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

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

Legend

(a) Non-income producing

(b) 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.

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

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

(e) Amount is stated in United States dollars unless otherwise noted.

(f) 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.

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

(h) 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 $2,370,236,323 or 11.7% of net assets.

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

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

(k) 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 $873,986.

(l) 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 $3,713,112.

(m) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $182,501.

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

(o) 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.

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

(q) 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.

(r) 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.

(s) The coupon rate will be determined upon settlement of the loan after period end.

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

Repurchase Agreement / Counterparty

Value

$110,825,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 110,825,000

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

Fidelity Cash Central Fund

$ 913,060

Fidelity Floating Rate Central Fund

17,840,584

Fidelity Mortgage Backed Securities Central Fund

4,263,089

Total

$ 23,016,733

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

Value,
beginning of period

Purchases

Sales
Proceeds
*

Value,
end of
period

% ownership, end of
period

Fidelity Floating Rate Central Fund

$ 440,816,855

$ 589,842,295

$ 1,013,143,899

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

2,130,357,633

-

2,121,313,208

-

0.0%

Total

$ 2,571,174,488

$ 589,842,295

$ 3,134,457,107

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 846,728

$ 846,728

$ -

$ -

Financials

12,705,468

12,459,374

246,094

-

Materials

2,680,932

2,680,932

-

-

Telecommunication Services

451,792

317,384

-

134,408

Corporate Bonds

8,951,784,547

-

8,951,772,409

12,138

U.S. Government and Government Agency Obligations

3,844,418,792

-

3,844,418,792

-

U.S. Government Agency - Mortgage Securities

2,844,544,800

-

2,844,544,800

-

Asset-Backed Securities

153,200,820

-

149,424,222

3,776,598

Collateralized Mortgage Obligations

594,721,855

-

594,721,855

-

Commercial Mortgage Securities

1,364,361,739

-

1,363,122,289

1,239,450

Municipal Securities

307,210,465

-

307,210,465

-

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Foreign Government and Government Agency Obligations

$ 224,958,802

$ -

$ 223,345,807

$ 1,612,995

Supranational Obligations

74,655

-

74,655

-

Bank Loan Obligations

1,068,944,862

-

1,057,929,638

11,015,224

Sovereign Loan Participations

2,001,821

-

-

2,001,821

Bank Notes

245,288,773

-

245,288,773

-

Preferred Securities

163,312,462

-

163,312,462

-

Money Market Funds

1,185,530,172

1,185,530,172

-

-

Cash Equivalents

110,825,000

-

110,825,000

-

Purchased Swaptions

206,315

-

206,315

-

Total Investments in Securities:

$ 21,078,070,800

$ 1,201,834,590

$ 19,856,443,576

$ 19,792,634

Other Derivative
Instruments:

Assets

Foreign Currency Contracts

$ 913,245

$ -

$ 913,245

$ -

Futures Contracts

335,082

335,082

-

-

Swaps

498,759

-

498,759

-

Total Assets

$ 1,747,086

$ 335,082

$ 1,412,004

$ -

Liabilities

Foreign Currency Contracts

$ (972,626)

$ -

$ (972,626)

$ -

Futures Contracts

(549,814)

(549,814)

-

-

Swaps

(2,243,054)

-

(2,243,054)

-

Total Liabilities

$ (3,765,494)

$ (549,814)

$ (3,215,680)

$ -

Total Other Derivative Instruments:

$ (2,018,408)

$ (214,732)

$ (1,803,676)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (404,720,731)

$ -

$ (404,720,731)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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

Credit Risk

Purchased Swaptions (c)

$ 206,315

$ -

Swaps (d)

498,759

(356,299)

Total Credit Risk

705,074

(356,299)

Foreign Exchange Risk

Foreign Currency Contracts (a)

913,245

(972,626)

Interest Rate Risk

Futures Contracts (b)

335,082

(549,814)

Swaps (d)

-

(1,886,755)

Total Interest Rate Risk

335,082

(2,436,569)

Total Value of Derivatives

$ 1,953,401

$ (3,765,494)

(a) Gross value is presented in the Statement of Assets and Liabilities in the unrealized appreciation/depreciation on foreign currency contracts line-items.

(b) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

(c) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

(d) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items. For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. For centrally cleared OTC swaps, only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

88.6%

United Kingdom

2.6%

Mexico

1.8%

Luxembourg

1.2%

Others (Individually Less Than 1%)

5.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

 

August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $108,651,950 and repurchase agreements of $110,825,000) - See accompanying schedule:

Unaffiliated issuers (cost $19,945,596,868)

$ 19,892,540,628

 

Fidelity Central Funds (cost $1,185,530,172)

1,185,530,172

 

Total Investments (cost $21,131,127,040)

 

$ 21,078,070,800

Cash

 

4,601,208

Foreign currency held at value (cost $1,296,971)

1,290,124

Receivable for investments sold

153,384,612

Receivable for TBA sale commitments

 

404,373,664

Unrealized appreciation on foreign currency contracts

913,245

Receivable for fund shares sold

27,302,194

Dividends receivable

242,549

Interest receivable

158,024,967

Distributions receivable from Fidelity Central Funds

188,651

Bi-lateral OTC swaps, at value

498,759

Other receivables

112,232

Total assets

21,829,003,005

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 68,454,513

 

Delayed delivery

790,446,815

TBA sale commitments, at value

404,720,731

Unrealized depreciation on foreign currency contracts

972,626

Payable for fund shares redeemed

173,044,860

Distributions payable

2,134,426

Bi-lateral OTC swaps, at value

356,299

Accrued management fee

5,298,334

Distribution and service plan fees payable

313,760

Payable for daily variation margin for derivative instruments

17,256

Other affiliated payables

2,448,328

Other payables and accrued expenses

352,674

Collateral on securities loaned, at value

110,825,000

Total liabilities

1,559,385,622

 

 

 

Net Assets

$ 20,269,617,383

Net Assets consist of:

 

Paid in capital

$ 20,225,298,052

Undistributed net investment income

36,361,125

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

63,760,134

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

(55,801,928)

Net Assets

$ 20,269,617,383

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

Annual Report

Statement of Assets and Liabilities - continued

 

August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($852,242,899 ÷ 80,933,467 shares)

$ 10.53

 

 

 

Maximum offering price per share (100/96.00 of $10.53)

$ 10.97

Class T:

Net Asset Value and redemption price per share ($101,673,134 ÷ 9,671,869 shares)

$ 10.51

 

 

 

Maximum offering price per share (100/96.00 of $10.51)

$ 10.95

Class B:

Net Asset Value and offering price per share ($3,305,036 ÷ 313,709 shares)A

$ 10.54

 

 

 

Class C:

Net Asset Value and offering price per share ($139,264,398 ÷ 13,223,547 shares)A

$ 10.53

 

 

 

Total Bond:

Net Asset Value, offering price and redemption price per share ($17,359,293,916 ÷ 1,648,977,386 shares)

$ 10.53

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($1,266,870,294 ÷ 120,521,809 shares)

$ 10.51

 

 

 

Class Z:

Net Asset Value, offering price and redemption price per share ($546,967,706 ÷ 52,032,071 shares)

$ 10.51

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended August 31, 2015

 

 

 

Investment Income

 

 

Dividends

 

$ 6,479,130

Interest

 

612,468,413

Income from Fidelity Central Funds

 

23,016,733

Total income

 

641,964,276

 

 

 

Expenses

Management fee

$ 57,874,540

Transfer agent fees

19,640,595

Distribution and service plan fees

3,324,779

Fund wide operations fee

7,291,490

Independent trustees' compensation

75,099

Miscellaneous

43,573

Total expenses before reductions

88,250,076

Expense reductions

(7,127)

88,242,949

Net investment income (loss)

553,721,327

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

128,436,511

Fidelity Central Funds

206,487,401

 

Foreign currency transactions

20,043,666

Futures contracts

1,751,878

Swaps

(3,476,434)

 

Total net realized gain (loss)

 

353,243,022

Change in net unrealized appreciation (depreciation) on:

Investment securities

(775,667,108)

Assets and liabilities in foreign currencies

(5,291,385)

Futures contracts

(421,238)

Swaps

(1,389,874)

Delayed delivery commitments

206,650

 

Total change in net unrealized appreciation (depreciation)

 

(782,562,955)

Net gain (loss)

(429,319,933)

Net increase (decrease) in net assets resulting from operations

$ 124,401,394

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 553,721,327

$ 415,512,458

Net realized gain (loss)

353,243,022

77,368,067

Change in net unrealized appreciation (depreciation)

(782,562,955)

416,914,720

Net increase (decrease) in net assets resulting from operations

124,401,394

909,795,245

Distributions to shareholders from net investment income

(523,227,512)

(392,171,286)

Distributions to shareholders from net realized gain

(52,368,873)

(128,031,263)

Total distributions

(575,596,385)

(520,202,549)

Share transactions - net increase (decrease)

4,814,116,048

3,089,248,773

Total increase (decrease) in net assets

4,362,921,057

3,478,841,469

 

 

 

Net Assets

Beginning of period

15,906,696,326

12,427,854,857

End of period (including undistributed net investment income of $36,361,125 and undistributed net investment income of $23,414,948, respectively)

$ 20,269,617,383

$ 15,906,696,326

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .287

  .292

  .263

  .322

  .381

Net realized and unrealized gain (loss)

  (.224)

  .382

  (.468)

  .438

  .187

Total from investment operations

  .063

  .674

  (.205)

  .760

  .568

Distributions from net investment income

  (.270)

  (.275)

  (.250)

  (.335)

  (.367)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.303)

  (.384)

  (.605)

  (.510)

  (.578)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  .58%

  6.56%

  (1.94)%

  7.11%

  5.35%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of fee waivers, if any

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of all reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Net investment income (loss)

  2.69%

  2.76%

  2.41%

  2.92%

  3.50%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 852,243

$ 639,235

$ 517,259

$ 643,995

$ 1,225,165

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.28

$ 11.03

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .285

  .290

  .265

  .328

  .386

Net realized and unrealized gain (loss)

  (.234)

  .392

  (.477)

  .433

  .186

Total from investment operations

  .051

  .682

  (.212)

  .761

  .572

Distributions from net investment income

  (.268)

  (.273)

  (.253)

  (.336)

  (.371)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.301)

  (.382)

  (.608)

  (.511)

  (.582)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.28

$ 11.03

Total ReturnA, B

  .47%

  6.65%

  (2.01)%

  7.14%

  5.39%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of fee waivers, if any

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of all reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Net investment income (loss)

  2.67%

  2.74%

  2.44%

  2.97%

  3.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 101,673

$ 57,972

$ 52,848

$ 59,896

$ 60,500

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 10.48

$ 11.29

$ 11.04

$ 11.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .213

  .217

  .189

  .247

  .307

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.469)

  .434

  .177

Total from investment operations

  (.011)

  .609

  (.280)

  .681

  .484

Distributions from net investment income

  (.196)

  (.200)

  (.175)

  (.256)

  (.293)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.229)

  (.309)

  (.530)

  (.431)

  (.504)

Net asset value, end of period

$ 10.54

$ 10.78

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.12)%

  5.91%

  (2.61)%

  6.36%

  4.54%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of fee waivers, if any

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of all reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Net investment income (loss)

  1.99%

  2.04%

  1.73%

  2.24%

  2.82%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,305

$ 4,460

$ 7,112

$ 11,515

$ 9,225

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .205

  .211

  .185

  .246

  .308

Net realized and unrealized gain (loss)

  (.225)

  .382

  (.469)

  .434

  .187

Total from investment operations

  (.020)

  .593

  (.284)

  .680

  .495

Distributions from net investment income

  (.187)

  (.194)

  (.171)

  (.255)

  (.294)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.220)

  (.303)

  (.526)

  (.430)

  (.505)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.20)%

  5.75%

  (2.65)%

  6.34%

  4.65%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of fee waivers, if any

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of all reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Net investment income (loss)

  1.92%

  1.99%

  1.69%

  2.23%

  2.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 139,264

$ 83,818

$ 79,711

$ 102,385

$ 63,867

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.47

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .320

  .326

  .300

  .363

  .423

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.478)

  .434

  .187

Total from investment operations

  .096

  .718

  (.178)

  .797

  .610

Distributions from net investment income

  (.303)

  (.309)

  (.287)

  (.372)

  (.409)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.336)

  (.418)

  (.642)

  (.547)

  (.620)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.47

$ 11.29

$ 11.04

Total ReturnA

  .88%

  7.00%

  (1.70)%

  7.48%

  5.76%

Ratios to Average Net AssetsC, E

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Net investment income (loss)

  2.99%

  3.07%

  2.75%

  3.29%

  3.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,359,294

$ 14,547,801

$ 11,526,014

$ 13,963,154

$ 11,418,458

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.27

$ 11.02

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .313

  .319

  .295

  .353

  .413

Net realized and unrealized gain (loss)

  (.233)

  .393

  (.469)

  .435

  .178

Total from investment operations

  .080

  .712

  (.174)

  .788

  .591

Distributions from net investment income

  (.297)

  (.303)

  (.281)

  (.363)

  (.400)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.330)

  (.412)

  (.636)

  (.538)

  (.611)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.27

$ 11.02

Total ReturnA

  .73%

  6.95%

  (1.67)%

  7.40%

  5.58%

Ratios to Average Net AssetsC, E

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Net investment income (loss)

  2.94%

  3.02%

  2.69%

  3.20%

  3.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,266,870

$ 573,410

$ 244,911

$ 596,238

$ 531,451

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class Z

Year ended August 31,

2015 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.66

Income from Investment Operations

 

Net investment income (loss)D

  .234

Net realized and unrealized gain (loss)

  (.167)

Total from investment operations

  .067

Distributions from net investment income

  (.217)

Net asset value, end of period

$ 10.51

Total ReturnB, C

  .59%

Ratios to Average Net AssetsE, H

 

Expenses before reductions

  .36%A

Expenses net of fee waivers, if any

  .36%A

Expenses net of all reductions

  .36%A

Net investment income (loss)

  3.29%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 546,968

Portfolio turnover rateF

  140%I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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 ranged from less than .005%.

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

G For the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

1. Organization.

Fidelity Total Bond Fund (the Fund) is a fund of Fidelity Income Fund (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 commenced sale of Class Z shares on December 22, 2014. The Fund offers Class A, Class T, Class C, Total Bond, Class I (formerly Institutional Class) and Class Z shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 .01%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

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

 

Less than .005%

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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 fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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 notes, bank loan obligations, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, 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. Asset backed securities, 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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 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.

The U.S. dollar value of foreign currency contracts is determined using currency exchange rates supplied by a pricing service and are categorized as Level 2 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Realized gains and losses on foreign currency transactions arise from the disposition of foreign currency, closed foreign currency contracts, realized changes in the value of foreign currency between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Unrealized gains and losses on assets and liabilities in foreign currencies arise from changes in the value of foreign currency including foreign currency contracts, and from assets and liabilities denominated in foreign currencies, other than investments, which are held at period end.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 August 31, 2015, 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.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to future contracts, swaps, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales 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

$ 345,834,958

Gross unrealized depreciation

(409,484,462)

Net unrealized appreciation (depreciation) on securities

$ (63,649,504)

Tax Cost

$ 21,141,720,304

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

Undistributed ordinary income

$ 46,977,149

Undistributed long-term capital gain

$ 64,917,805

Net unrealized appreciation (depreciation) on securities and other investments

$ (67,484,185)

At period end, the Fund was required to defer approximately $1,162,429 of losses on futures contracts.

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 565,758,842

$ 392,171,286

Long-term Capital Gains

9,837,543

128,031,263

Total

$ 575,596,385

$ 520,202,549

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

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. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Annual Report

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, foreign currency contracts, options 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, to facilitate transactions in foreign-denominated securities 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 risks:

Credit Risk

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

Foreign Exchange Risk

Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates.

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as foreign currency contracts, options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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)

Credit Risk

 

 

Purchased Options

$ 170,483

63,753

Swaps

(135,206)

128,070

Total Credit Risk

35,277

191,823

Foreign Exchange Risk

 

 

Foreign Currency Contracts

20,954,439

(5,376,167)

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4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives - continued

Primary Risk Exposure / Derivative Type

Net Realized Gain
(Loss)

Change in Net
Unrealized Appreciation
(Depreciation)

Interest Rate Risk

 

 

Futures Contracts

$ 1,751,878

(421,238)

Swaps

(3,341,228)

(1,517,944)

Total Interest Rate Risk

(1,589,350)

(1,939,182)

TotalsA

$ 19,400,366

$ (7,123,526)

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

Foreign Currency Contracts. Foreign currency contracts represent obligations to purchase or sell foreign currency on a specified future date at a price fixed at the time the contracts are entered into. The Fund used foreign currency contracts to facilitate transactions in foreign-denominated securities and to manage exposure to certain foreign currencies.

Foreign currency contracts are valued daily and fluctuations in exchange rates on open contracts are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the closing value and the value at the time it was opened. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on foreign currency contracts during the period is included in the Statement of Operations as part of net realized gain (loss) on foreign currency transactions and change in unrealized gain (loss) on assets and liabilities in foreign currencies, respectively.

Any open foreign currency contracts at period end are presented in the Schedule of Investments under the caption "Foreign Currency Contracts." The contract amount and unrealized appreciation (depreciation) reflects each contract's exposure to the underlying currency at period end.

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

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to potential credit events.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fundwill realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

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4. Derivative Instruments - continued

Options - continued

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. 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.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

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.

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Swaps - continued

For both bi-lateral and centrally cleared OTC swaps, 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.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

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4. Derivative Instruments - continued

Credit Default Swaps - continued

reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

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, in-kind transactions and U.S. government securities, aggregated $7,860,792,369 and $2,304,473,823, 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 .20% 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 .31% of the Fund's average net assets.

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Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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%

$ 1,905,468

$ 92,792

Class T

-%

.25%

199,114

263

Class B

.65%

.25%

35,423

25,610

Class C

.75%

.25%

1,184,774

414,221

 

 

 

$ 3,324,779

$ 532,886

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, .75% 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

$ 110,705

Class T

18,730

Class B*

3,938

Class C*

29,613

 

$ 162,986

* 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 each respective class of the Fund, with the exception of Total Bond. FIIOC receives an asset-based fee of .10% of Total Bond's average net assets. FIIOC pays

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6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 1,171,236

.15

Class T

135,484

.17

Class B

8,031

.20

Class C

207,015

.17

Total Bond

16,555,477

.10

Class I

1,553,662

.15

Class Z

9,690

.01*

 

$ 19,640,595

 

* Annualized

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

Exchanges In-Kind. During the period, the Fund redeemed in-kind all of its shares of Fidelity Floating Rate Central Fund and Fidelity Mortgage-Backed Securities Central Fund in exchange for cash and investments, including accrued interest totaling $3,134,457,108. Net realized gain (loss) of $206,487,401 on the redemptions of the Fidelity Floating Rate Central Fund and Fidelity Mortgage Backed Securities Central Fund shares is included in the accompanying Statement of Operations as "Realized gain (loss) on Fidelity Central Funds." The transaction generally did not result in the recognition of gains or losses for federal income tax purposes.

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

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25,772 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. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 interest income. Total security lending income during the period amounted to $979,154.

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 $185 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,942.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class A

$ 19,261,143

$ 13,954,534

Class T

1,998,555

1,278,101

Class B

71,894

98,704

Annual Report

10. Distributions to Shareholders - continued

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class C

$ 2,070,818

$ 1,370,977

Total Bond

468,456,666

365,495,794

Class I

28,443,167

9,973,176

Class Z

2,925,269

-

Total

$ 523,227,512

$ 392,171,286

From net realized gain

 

 

Class A

$ 2,146,775

$ 5,373,525

Class T

193,116

488,998

Class B

13,138

67,567

Class C

303,573

778,077

Total Bond

47,388,889

118,942,382

Class I

2,323,382

2,380,714

Total

$ 52,368,873

$ 128,031,263

A Distributions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

11. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class A

 

 

 

 

Shares sold

46,571,257

26,077,273

$ 499,377,221

$ 277,129,495

Reinvestment of distributions

1,930,629

1,748,624

20,670,065

18,500,215

Shares redeemed

(26,903,901)

(17,864,267)

(288,269,536)

(188,866,328)

Net increase (decrease)

21,597,985

9,961,630

$ 231,777,750

$ 106,763,382

Class T

 

 

 

 

Shares sold

6,974,914

2,788,455

$ 74,605,782

$ 29,566,996

Reinvestment of distributions

199,988

156,306

2,136,905

1,651,554

Shares redeemed

(2,893,126)

(2,607,297)

(30,963,185)

(27,459,813)

Net increase (decrease)

4,281,776

337,464

$ 45,779,502

$ 3,758,737

Class B

 

 

 

 

Shares sold

54,717

54,926

$ 586,026

$ 586,880

Reinvestment of distributions

6,657

13,145

71,357

138,775

Shares redeemed

(161,541)

(332,831)

(1,731,933)

(3,513,622)

Net increase (decrease)

(100,167)

(264,760)

$ (1,074,550)

$ (2,787,967)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class C

 

 

 

 

Shares sold

8,235,348

3,017,051

$ 88,316,556

$ 32,060,704

Reinvestment of distributions

196,619

175,726

2,104,956

1,856,402

Shares redeemed

(2,989,581)

(3,020,982)

(31,990,728)

(31,912,884)

Net increase (decrease)

5,442,386

171,795

$ 58,430,784

$ 2,004,222

Total Bond

 

 

 

 

Shares sold

1,119,099,210

472,537,567

$ 12,023,173,893

$ 5,013,051,437

Reinvestment of distributions

46,138,120

43,741,412

493,997,692

463,024,654

Shares redeemed

(866,846,007)

(266,060,657)

(9,307,894,830)

(2,814,029,450)

Net increase (decrease)

298,391,323

250,218,322

$ 3,209,276,755

$ 2,662,046,641

Class I

 

 

 

 

Shares sold

96,458,549

37,515,573

$ 1,031,052,872

$ 397,915,160

Reinvestment of distributions

2,698,883

1,097,010

28,838,468

11,632,287

Shares redeemed

(31,950,235)

(8,713,037)

(340,167,664)

(92,083,689)

Net increase (decrease)

67,207,197

29,899,546

$ 719,723,676

$ 317,463,758

Class Z

 

 

 

 

Shares sold

56,087,638

-

$ 592,975,149

$ -

Reinvestment of distributions

276,639

-

2,920,079

-

Shares redeemed

(4,332,206)

-

(45,693,097)

-

Net increase (decrease)

52,032,071

-

$ 550,202,131

$ -

A Share transactions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015

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.

At the end of the period, Strategic Advisers Core Income Fund was the owner of record of approximately 24% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 25% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by commercial and residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Total Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Bond Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 23, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversee 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

Trustees and Officers - continued

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

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

+ The information above 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 each fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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

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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor Total Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class I

10/12/15

10/09/15

$0.059

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015 $74,755,347, or, if subsequently determined to be different, the net capital gain of such year.

A total of 12.07% 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 $322,364,085 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co. Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Investments
Money Management, Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

ATBI-UANN-1015
1.804580.111
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

Fidelity®

Total Bond

Fund

Fidelity Advisor® Total Bond Fund - Class Z

Annual Report

August 31, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

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 (Advisors and Investment Professionals) or 1-800-835-5095 (plan participants) 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. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Semiannual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years
A

  Class Z

0.82%

3.75%

4.82%

A A The initial offering of Class Z shares took place on December 22, 2014. Returns prior to December 22, 2014, are those of Class I.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Bond Fund - Class Z on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period. See footnote A above for additional information regarding the performance of the Class Z.

tbz2885382

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from Lead Portfolio Manager Ford O'Neil: For the year, the fund's share classes (excluding sales charges, if applicable) lagged the Barclays Aggregate index. I continued to take the investment approach I've used since I began managing the fund in 2004, because I think it is the best way to achieve my goal of beating our primary benchmark over longer periods of time. I have ultimate authority and accountability for asset allocations decisions, as well as for securities selection in the investment-grade portion of the fund. I also tap the best ideas of Fidelity's fixed-income specialists. Since we don't chase yield, we believe it's important to fully understand the risk/return profile of each of our investments to ensure we're assuming a reasonable trade-off by owning them. Sector selection detracted most from relative performance, especially underweighting comparatively strong U.S. Treasuries and overweighting the lagging high-yield corporate, emerging-markets debt and investment-grade credit sectors. Conversely, good picks among both high-yield and investment-grade corporate securities was a plus, as was yield-curve positioning. However, security selection among government-related bonds hurt, particularly holdings in taxable municipal bonds issued by Illinois and Chicago.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

 

Annualized
Expense Ratio
B 

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015
to August 31, 2015

Class A

.75%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 3.76

Hypothetical A

 

$ 1,000.00

$ 1,021.42

$ 3.82

Class T

.77%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ 3.86

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class B

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 984.90

$ 7.20

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 983.60

$ 7.55

Hypothetical A

 

$ 1,000.00

$ 1,017.59

$ 7.68

Total Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 989.80

$ 2.26

Hypothetical A

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 988.60

$ 2.51

Hypothetical A

 

$ 1,000.00

$ 1,022.68

$ 2.55

Class Z

.36%

 

 

 

Actual

 

$ 1,000.00

$ 989.30

$ 1.81

Hypothetical A

 

$ 1,000.00

$ 1,023.39

$ 1.84

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2015

As of February 28, 2015

tbz2885384

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbz2885386

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbz2885388

AAA 3.1%

 

tbz2885390

AAA 3.9%

 

tbz2885392

AA 2.3%

 

tbz2885394

AA 2.1%

 

tbz2885396

A 13.0%

 

tbz2885398

A 9.4%

 

tbz2885400

BBB 25.4%

 

tbz2885402

BBB 22.7%

 

tbz2885404

BB and Below 16.8%

 

tbz2885406

BB and Below 15.7%

 

tbz2885408

Not Rated 1.4%

 

tbz2885410

Not Rated 1.3%

 

tbz2885412

Equities 0.1%

 

tbz2885414

Equities 0.1%

 

tbz2885416

Short-Term
Investments and
Net Other Assets 4.5%

 

tbz2885418

Short-Term
Investments and
Net Other Assets 0.8%

 

tbz2885420

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.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

7.8

7.4

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.4

5.1

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

tbz2885422

Corporate Bonds 44.2%

 

tbz2885424

Corporate Bonds 37.7%

 

tbz2885426

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbz2885428

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbz2885430

Asset-Backed
Securities 0.8%

 

tbz2885432

Asset-Backed
Securities 1.1%

 

tbz2885434

CMOs and Other Mortgage Related
Securities 7.1%

 

tbz2885436

CMOs and Other Mortgage Related
Securities 7.2%

 

tbz2885438

Municipal Bonds 1.5%

 

tbz2885440

Municipal Bonds 1.5%

 

tbz2885442

Stocks 0.1%

 

tbz2885444

Stocks 0.3%

 

tbz2885446

Other Investments 8.4%

 

tbz2885448

Other Investments 7.4%

 

tbz2885450

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.5%

 

tbz2885452

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

tbz2885454

* Foreign investments

11.4%

 

** Foreign investments

10.2%

 

* Futures and Swaps

(0.3)%

 

** Futures and Swaps

(0.2)%

 

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

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 advisor.fidelity.com, as applicable.

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 44.2%

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - 4.8%

Auto Components - 0.0%

J.B. Poindexter & Co., Inc. 9% 4/1/22 (h)

$ 3,045,000

$ 3,303,825

Tenedora Nemak SA de CV 5.5% 2/28/23 (h)

1,940,000

1,935,150

Tupy Overseas SA 6.625% 7/17/24 (h)

530,000

501,513

 

5,740,488

Automobiles - 1.2%

Daimler Finance North America LLC 1.45% 8/1/16 (h)

7,526,000

7,547,035

General Motors Co.:

3.5% 10/2/18

9,215,000

9,344,563

5.2% 4/1/45

4,250,000

3,990,278

6.25% 10/2/43

1,543,000

1,651,376

General Motors Financial Co., Inc.:

2.4% 4/10/18

40,000,000

39,523,760

2.625% 7/10/17

2,955,000

2,980,310

3% 9/25/17

6,726,000

6,757,955

3.15% 1/15/20

27,252,000

26,908,053

3.2% 7/13/20

20,200,000

19,930,209

3.25% 5/15/18

4,810,000

4,836,893

3.5% 7/10/19

10,761,000

10,844,064

4% 1/15/25

18,085,000

17,106,113

4.25% 5/15/23

5,420,000

5,325,670

4.375% 9/25/21

47,963,000

48,394,763

4.75% 8/15/17

5,050,000

5,236,244

Volkswagen Group of America Finance LLC 2.45% 11/20/19 (h)

33,222,000

33,219,907

 

243,597,193

Diversified Consumer Services - 0.1%

Ingersoll-Rand Global Holding Co. Ltd.:

2.875% 1/15/19

1,206,000

1,220,062

4.25% 6/15/23

8,466,000

8,681,705

 

9,901,767

Hotels, Restaurants & Leisure - 0.4%

24 Hour Holdings III LLC 8% 6/1/22 (h)

5,650,000

4,491,750

Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22

2,165,000

1,813,188

Eldorado Resorts, Inc. 7% 8/1/23 (h)

1,060,000

1,052,050

ESH Hospitality, Inc. 5.25% 5/1/25 (h)

1,100,000

1,067,000

FelCor Lodging LP 5.625% 3/1/23

135,000

139,050

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (h)

5,000,000

5,137,500

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

InterContinental Hotel Group PLC 3.75% 8/14/25
(Reg. S)

GBP

1,650,000

$ 2,493,392

LTF Merger Sub, Inc. 8.5% 6/15/23 (h)

4,070,000

3,968,250

MCE Finance Ltd. 5% 2/15/21 (h)

10,530,000

9,634,950

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20

2,790,000

2,755,125

RHP Hotel Properties LP/RHP Finance Corp. 5% 4/15/23 (h)

540,000

534,600

Scientific Games Corp.:

6.625% 5/15/21

9,310,000

6,889,400

7% 1/1/22 (h)

7,445,000

7,612,513

10% 12/1/22

10,060,000

9,230,050

Speedway Motorsports, Inc. 5.125% 2/1/23

3,315,000

3,281,850

Times Square Hotel Trust 8.528% 8/1/26 (h)

740,700

897,563

Whitbread PLC 3.375% 10/16/25 (Reg. S)

GBP

1,500,000

2,275,947

Wynn Macau Ltd. 5.25% 10/15/21 (h)

14,650,000

13,441,375

 

76,715,553

Household Durables - 0.2%

Meritage Homes Corp. 6% 6/1/25

1,905,000

1,920,469

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

2,935,000

3,026,719

8.25% 2/15/21 (n)

3,885,000

3,996,694

Standard Pacific Corp. 5.875% 11/15/24

1,775,000

1,819,375

Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (h)

1,495,000

1,498,738

TRI Pointe Homes, Inc.:

4.375% 6/15/19

570,000

565,013

5.875% 6/15/24

415,000

408,775

William Lyon Homes, Inc.:

5.75% 4/15/19

5,935,000

5,990,611

7% 8/15/22

10,230,000

10,562,475

 

29,788,869

Internet & Catalog Retail - 0.0%

Zayo Group LLC/Zayo Capital, Inc. 6.375% 5/15/25 (h)

5,000,000

4,950,000

Media - 2.8%

21st Century Fox America, Inc.:

6.15% 3/1/37

4,759,000

5,280,039

6.15% 2/15/41

11,572,000

13,012,240

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

21st Century Fox America, Inc.: - continued

7.75% 12/1/45

$ 3,932,000

$ 5,328,352

Altice SA:

5.375% 7/15/23 (h)

2,560,000

2,534,400

7.625% 2/15/25 (h)

9,805,000

9,314,750

7.75% 5/15/22 (h)

20,575,000

20,060,625

7.75% 7/15/25 (h)

1,795,000

1,718,713

7.75% 7/15/25 (h)

1,610,000

1,569,750

AOL Time Warner, Inc. 7.625% 4/15/31

500,000

625,349

CCO Holdings LLC/CCO Holdings Capital Corp.:

5.125% 2/15/23

1,130,000

1,127,175

5.125% 5/1/23 (h)

4,370,000

4,370,000

5.875% 5/1/27 (h)

7,115,000

6,972,700

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

4.464% 7/23/22 (h)

20,419,000

20,310,555

4.908% 7/23/25 (h)

20,419,000

20,278,885

6.484% 10/23/45 (h)

20,419,000

20,709,195

Clear Channel Communications, Inc.:

5.5% 12/15/16

8,985,000

8,490,825

6.875% 6/15/18

2,270,000

1,974,900

9% 12/15/19

9,000,000

8,471,250

10% 1/15/18

4,260,000

3,093,825

Cogeco Cable, Inc. 4.875% 5/1/20 (h)

2,335,000

2,383,218

Columbus International, Inc. 7.375% 3/30/21 (h)

11,476,000

12,078,490

Comcast Corp.:

3.6% 3/1/24

24,000,000

24,468,240

4.6% 8/15/45

33,362,000

33,903,599

4.95% 6/15/16

2,344,000

2,420,841

6.45% 3/15/37

2,196,000

2,728,947

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 5.875% 10/1/19

5,944,000

6,647,550

Discovery Communications LLC:

3.25% 4/1/23

1,789,000

1,665,985

6.35% 6/1/40

6,392,000

6,613,681

DISH DBS Corp. 5.875% 11/15/24

6,760,000

6,160,050

Globo Comunicacao e Participacoes SA:

4.843% 6/8/25 (h)

850,000

798,745

4.875% 4/11/22 (h)

565,000

572,063

iHeartCommunications, Inc. 10.625% 3/15/23

2,695,000

2,418,763

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21 (n)

$ 6,521,000

$ 7,173,100

MDC Partners, Inc. 6.75% 4/1/20 (h)

4,985,000

4,941,381

MHGE Parent LLC / MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (h)(n)

13,130,000

13,261,300

Midcontinent Communications & Midcontinent Finance Corp. 6.875% 8/15/23 (h)

4,530,000

4,563,975

Myriad International Holding BV 6% 7/18/20 (h)

515,000

551,299

NBCUniversal, Inc. 5.15% 4/30/20

11,614,000

13,007,912

Numericable Group SA:

4.875% 5/15/19 (h)

2,352,000

2,366,700

6% 5/15/22 (h)

5,000,000

5,000,000

6.25% 5/15/24 (h)

1,490,000

1,489,538

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (h)

1,460,000

1,543,950

Thomson Reuters Corp.:

1.3% 2/23/17

3,690,000

3,676,129

3.85% 9/29/24

11,394,000

11,200,929

Time Warner Cable, Inc.:

4% 9/1/21

20,277,000

20,384,549

4.5% 9/15/42

34,498,000

27,566,800

5.5% 9/1/41

12,973,000

11,685,585

5.85% 5/1/17

3,419,000

3,626,913

5.875% 11/15/40

16,544,000

15,610,786

6.55% 5/1/37

38,302,000

38,463,749

6.75% 7/1/18

13,763,000

15,246,927

7.3% 7/1/38

23,728,000

25,119,434

8.25% 4/1/19

24,391,000

28,489,859

Time Warner, Inc.:

3.6% 7/15/25

6,406,000

6,192,514

6.2% 3/15/40

11,792,000

13,150,391

6.5% 11/15/36

9,243,000

10,649,480

TV Azteca SA de CV 7.5% 5/25/18 (Reg. S)

2,250,000

2,126,250

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5% 1/15/25 (h)

2,750,000

2,688,125

Univision Communications, Inc.:

5.125% 5/15/23 (h)

3,000,000

2,955,000

5.125% 2/15/25 (h)

2,805,000

2,720,850

Viacom, Inc. 2.5% 9/1/18

1,478,000

1,468,913

VTR Finance BV 6.875% 1/15/24 (h)

1,730,000

1,704,050

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Wave Holdco LLC/Wave Holdco Corp. 9% 7/15/19 pay-in-kind (h)(n)

$ 215,000

$ 210,378

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (h)

3,025,000

2,994,750

WMG Acquisition Corp.:

6% 1/15/21 (h)

1,585,000

1,616,700

6.75% 4/15/22 (h)

3,265,000

3,118,075

 

564,669,991

Multiline Retail - 0.1%

Family Tree Escrow LLC 5.75% 3/1/23 (h)

2,240,000

2,346,400

JC Penney Corp., Inc.:

5.65% 6/1/20

12,290,000

11,245,350

7.4% 4/1/37

8,835,000

7,001,738

8.125% 10/1/19

6,040,000

6,130,600

 

26,724,088

Specialty Retail - 0.0%

Hot Topic, Inc. 9.25% 6/15/21 (h)

4,395,000

4,438,950

Textiles, Apparel & Luxury Goods - 0.0%

Polymer Group, Inc. 6.875% 6/1/19 (h)

1,600,000

1,624,000

TOTAL CONSUMER DISCRETIONARY

968,150,899

CONSUMER STAPLES - 2.4%

Beverages - 0.3%

Constellation Brands, Inc.:

3.875% 11/15/19

2,360,000

2,421,950

4.25% 5/1/23

5,205,000

5,236,230

6% 5/1/22

23,545,000

25,958,363

Heineken NV:

1.4% 10/1/17 (h)

7,323,000

7,297,465

2.75% 4/1/23 (h)

7,651,000

7,322,734

JB y Co. SA de CV 3.75% 5/13/25 (h)

565,000

544,623

SABMiller Holdings, Inc. 3.75% 1/15/22 (h)

10,217,000

10,515,674

 

59,297,039

Food & Staples Retailing - 0.6%

CVS Health Corp.:

1.9% 7/20/18

15,731,000

15,776,730

2.25% 12/5/18

8,524,000

8,602,242

2.8% 7/20/20

15,202,000

15,356,133

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

CVS Health Corp.: - continued

3.5% 7/20/22

$ 8,944,000

$ 9,137,351

4% 12/5/23

8,525,000

8,881,209

ESAL GmbH 6.25% 2/5/23 (h)

18,310,000

17,806,475

Minerva Luxmbourg SA:

7.75% 1/31/23 (h)

10,040,000

9,814,100

7.75% 1/31/23 (Reg. S)

1,030,000

1,006,825

SUPERVALU, Inc.:

6.75% 6/1/21

3,045,000

3,071,644

7.75% 11/15/22

1,300,000

1,345,500

Tesco PLC 5% 3/24/23

GBP

2,500,000

3,830,381

Tops Holding LLC / Tops Markets II Corp. 8% 6/15/22 (h)

5,155,000

5,129,225

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,756,000

3,760,045

2.7% 11/18/19

8,473,000

8,477,355

3.3% 11/18/21

10,050,000

9,945,229

3.8% 11/18/24

7,676,000

7,499,360

WM Morrison Supermarkets PLC 4.625% 12/8/23

GBP

750,000

1,160,877

 

130,600,681

Food Products - 0.2%

ConAgra Foods, Inc. 1.9% 1/25/18

4,611,000

4,578,239

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (h)

2,100,000

2,199,750

Gruma S.A.B. de CV 4.875% 12/1/24 (h)

625,000

656,875

JBS Investments GmbH:

7.25% 4/3/24 (h)

13,050,000

13,082,625

7.75% 10/28/20 (h)

6,470,000

6,900,255

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.75% 6/15/25 (h)

1,155,000

1,120,350

5.875% 7/15/24 (h)

6,410,000

6,385,963

7.25% 6/1/21 (h)

2,730,000

2,849,438

8.25% 2/1/20 (h)

1,510,000

1,591,163

Sigma Alimentos SA de CV 6.875% 12/16/19 (h)

575,000

642,563

 

40,007,221

Tobacco - 1.3%

Altria Group, Inc.:

2.85% 8/9/22

9,573,000

9,204,018

4% 1/31/24

6,408,000

6,508,266

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Tobacco - continued

Altria Group, Inc.: - continued

4.25% 8/9/42

$ 9,573,000

$ 8,553,849

4.75% 5/5/21

7,000,000

7,544,733

Imperial Tobacco Finance PLC:

2.05% 7/20/18 (h)

8,743,000

8,702,065

2.95% 7/21/20 (h)

20,000,000

19,854,640

3.75% 7/21/22 (h)

20,300,000

20,101,385

4.25% 7/21/25 (h)

22,467,000

22,263,179

Reynolds American, Inc.:

2.3% 6/12/18

7,358,000

7,402,692

3.25% 6/12/20

6,084,000

6,160,525

3.25% 11/1/22

7,368,000

7,164,687

4% 6/12/22

11,386,000

11,689,517

4.45% 6/12/25

24,787,000

25,442,542

4.75% 11/1/42

31,385,000

29,064,173

5.7% 8/15/35

4,237,000

4,488,326

5.85% 8/15/45

35,690,000

38,564,687

6.15% 9/15/43

4,511,000

4,938,611

6.75% 6/15/17

3,719,000

4,023,471

7.25% 6/15/37

5,056,000

6,079,754

Vector Group Ltd. 7.75% 2/15/21

6,480,000

6,894,720

 

254,645,840

TOTAL CONSUMER STAPLES

484,550,781

ENERGY - 6.3%

Energy Equipment & Services - 0.5%

DCP Midstream LLC:

4.75% 9/30/21 (h)

11,333,000

10,276,628

5.35% 3/15/20 (h)

8,816,000

8,566,895

5.85% 5/21/43 (h)(n)

6,758,000

5,169,870

El Paso Pipeline Partners Operating Co. LLC:

4.1% 11/15/15

10,806,000

10,860,225

5% 10/1/21

7,366,000

7,531,897

6.5% 4/1/20

738,000

819,197

Ensco PLC:

5.2% 3/15/25

7,885,000

7,046,241

5.75% 10/1/44

7,801,000

5,876,688

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

3,210,000

2,568,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Exterran Partners LP/EXLP Finance Corp.: - continued

6% 10/1/22

$ 995,000

$ 791,025

Forbes Energy Services Ltd. 9% 6/15/19

8,236,000

5,353,400

Forum Energy Technologies, Inc. 6.25% 10/1/21

3,005,000

2,704,500

Noble Holding International Ltd.:

4% 3/16/18

1,187,000

1,172,115

5.95% 4/1/25

7,570,000

6,675,294

6.95% 4/1/45

7,307,000

5,913,460

Pacific Drilling V Ltd. 7.25% 12/1/17 (h)

2,790,000

2,148,300

Petroliam Nasional Bhd (Petronas) 7.625% 10/15/26 (Reg. S)

920,000

1,195,579

State Oil Co. of Azerbaijan Republic 4.75% 3/13/23 (Reg. S)

1,175,000

1,051,463

Transocean, Inc.:

3% 10/15/17 (n)

1,000,000

920,000

5.55% 12/15/16 (n)

7,572,000

7,592,823

Unit Corp. 6.625% 5/15/21

2,350,000

2,023,938

 

96,257,538

Oil, Gas & Consumable Fuels - 5.8%

Afren PLC:

6.625% 12/9/20 (d)(h)

1,375,000

41,250

10.25% 4/8/19 (Reg. S) (d)

2,075,000

72,625

American Energy-Permian Basin LLC/ AEPB Finance Corp. 6.8037% 8/1/19 (h)(n)

4,328,000

2,293,840

Anadarko Petroleum Corp. 6.375% 9/15/17

19,790,000

21,411,414

Antero Resources Corp.:

5.125% 12/1/22

5,995,000

5,426,734

5.625% 6/1/23 (h)

1,360,000

1,237,600

Baytex Energy Corp.:

5.125% 6/1/21 (h)

1,065,000

907,380

5.625% 6/1/24 (h)

1,185,000

988,906

BP Capital Markets PLC:

1.674% 2/13/18

18,888,000

18,890,758

2.315% 2/13/20

37,777,000

37,728,230

3.535% 11/4/24

15,450,000

15,302,854

3.814% 2/10/24

11,032,000

11,085,847

4.5% 10/1/20

5,954,000

6,481,542

4.742% 3/11/21

8,800,000

9,631,090

California Resources Corp.:

5% 1/15/20

4,140,000

3,259,422

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

California Resources Corp.: - continued

5.5% 9/15/21

$ 2,195,000

$ 1,701,959

6% 11/15/24

495,000

367,043

Canadian Natural Resources Ltd.:

1.75% 1/15/18

6,049,000

5,964,719

3.9% 2/1/25

24,997,000

23,084,380

Carrizo Oil & Gas, Inc. 6.25% 4/15/23

2,975,000

2,677,500

Cenovus Energy, Inc. 5.7% 10/15/19

16,926,000

18,489,912

Chesapeake Energy Corp.:

4.875% 4/15/22

2,500,000

1,812,500

5.75% 3/15/23

2,970,000

2,214,165

6.125% 2/15/21

6,750,000

5,227,065

6.5% 8/15/17

1,280,000

1,222,669

Citgo Holding, Inc. 10.75% 2/15/20 (h)

1,350,000

1,333,125

Citgo Petroleum Corp. 6.25% 8/15/22 (h)

3,145,000

3,050,650

Columbia Pipeline Group, Inc.:

2.45% 6/1/18 (h)

3,149,000

3,140,495

3.3% 6/1/20 (h)

15,490,000

15,452,452

4.5% 6/1/25 (h)

4,707,000

4,486,628

5.8% 6/1/45 (h)

5,906,000

5,653,796

ConocoPhillips Co. 5.75% 2/1/19

2,930,000

3,275,371

CONSOL Energy, Inc.:

5.875% 4/15/22

4,935,000

3,528,525

8% 4/1/23 (h)

2,710,000

2,046,050

Consolidated Energy Finance SA 6.75% 10/15/19 (h)

9,367,000

9,248,039

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25% 4/1/23 (h)

685,000

619,925

DCP Midstream Operating LP:

2.5% 12/1/17

5,924,000

5,597,155

2.7% 4/1/19

14,993,000

13,182,625

3.875% 3/15/23

5,532,000

4,522,438

Denbury Resources, Inc. 5.5% 5/1/22

5,050,000

3,598,125

DTEK Finance PLC 7.875% 4/4/18 (Reg. S)

200,000

76,000

Duke Energy Field Services:

5.375% 10/15/15 (h)

1,524,000

1,525,829

6.45% 11/3/36 (h)

13,741,000

11,965,759

EDC Finance Ltd. 4.875% 4/17/20 (h)

3,670,000

3,073,625

El Paso Corp. 6.5% 9/15/20

16,140,000

17,808,585

El Paso Natural Gas Co. 5.95% 4/15/17

1,166,000

1,236,935

Empresa Nacional de Petroleo 4.375% 10/30/24 (h)

9,045,000

8,805,181

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Enable Midstream Partners LP:

2.4% 5/15/19 (h)

$ 4,028,000

$ 3,787,504

3.9% 5/15/24 (h)

4,249,000

3,731,136

Enbridge Energy Partners LP 4.2% 9/15/21

13,331,000

13,450,539

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (h)

11,735,000

10,974,689

Energy Transfer Equity LP 5.5% 6/1/27

2,210,000

2,055,300

Enterprise Products Operating LP:

2.55% 10/15/19

2,971,000

2,957,491

3.75% 2/15/25

9,982,000

9,535,156

EP Energy LLC/Everest Acquisition Finance, Inc.:

6.375% 6/15/23

4,845,000

4,118,250

7.75% 9/1/22

6,075,000

5,589,000

Everest Acquisition LLC/Everest Acquisition Finance, Inc. 9.375% 5/1/20

13,400,000

12,998,000

Genesis Energy LP/Genesis Energy Finance Corp. 6.75% 8/1/22

4,390,000

4,258,300

Georgian Oil & Gas Corp.:

6.875% 5/16/17 (h)

950,000

951,188

6.875% 5/16/17 (Reg. S)

200,000

200,250

Gibson Energy, Inc. 6.75% 7/15/21 (h)

1,935,000

1,881,788

Global Partners LP/GLP Finance Corp. 7% 6/15/23 (h)

4,995,000

4,645,350

Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)

221,000

228,967

Halcon Resources Corp. 8.625% 2/1/20 (h)

7,035,000

6,173,213

Hilcorp Energy I LP/Hilcorp Finance Co.:

5% 12/1/24 (h)

1,305,000

1,128,956

5.75% 10/1/25 (h)

2,135,000

1,921,500

Holly Energy Partners LP/Holly Finance Corp. 6.5% 3/1/20

750,000

712,635

Indo Energy Finance BV 7% 5/7/18 (h)

400,000

256,000

Jupiter Resources, Inc. 8.5% 10/1/22 (h)

5,150,000

3,218,750

KazMunaiGaz Finance Sub BV:

6% 11/7/44 (h)

665,000

528,420

9.125% 7/2/18 (h)

510,000

568,625

KazMunaiGaz National Co. 5.75% 4/30/43 (h)

1,065,000

829,891

Kinder Morgan, Inc. 2% 12/1/17

5,467,000

5,413,205

Kosmos Energy Ltd. 7.875% 8/1/21 (h)

645,000

557,925

LINN Energy LLC/LINN Energy Finance Corp.:

6.25% 11/1/19 (n)

5,260,000

2,051,400

6.5% 5/15/19

720,000

307,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Marathon Petroleum Corp. 5.125% 3/1/21

$ 10,178,000

$ 11,074,153

Motiva Enterprises LLC 5.75% 1/15/20 (h)

4,187,000

4,594,508

MPLX LP 4% 2/15/25

2,532,000

2,336,256

Nakilat, Inc. 6.067% 12/31/33 (h)

1,975,000

2,256,438

Noble Energy, Inc.:

5.625% 5/1/21

6,305,000

6,365,024

5.875% 6/1/24

535,000

552,869

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

4,675,000

4,721,750

Nostrum Oil & Gas Finance BV 6.375% 2/14/19 (h)

1,630,000

1,365,125

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (h)

4,701,000

2,538,540

Pan American Energy LLC 7.875% 5/7/21 (h)

583,000

591,745

PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 (h)

2,165,000

2,089,225

Peabody Energy Corp.:

6% 11/15/18

2,155,000

716,538

6.25% 11/15/21

2,765,000

725,813

7.875% 11/1/26

1,790,000

478,825

10% 3/15/22 (h)

2,425,000

970,000

Pemex Project Funding Master Trust 6.625% 6/15/35

1,965,000

2,003,318

Petro-Canada 6.05% 5/15/18

3,850,000

4,242,919

Petrobras Global Finance BV:

2.4288% 1/15/19 (n)

3,100,000

2,728,000

2.75% 1/15/18

EUR

4,350,000

4,490,883

3% 1/15/19

4,038,000

3,517,461

3.25% 3/17/17

26,728,000

25,608,097

4.375% 5/20/23

20,096,000

15,789,427

4.875% 3/17/20

26,750,000

23,409,193

5.625% 5/20/43

18,504,000

12,799,217

6.25% 3/17/24

1,200,000

1,050,960

6.85% 6/5/2115

645,000

485,298

7.25% 3/17/44

640,000

515,200

Petrobras International Finance Co. Ltd.:

3.875% 1/27/16

10,192,000

10,186,598

5.375% 1/27/21

44,755,000

39,451,533

5.75% 1/20/20

11,270,000

10,251,530

5.875% 3/1/18

460,000

451,375

6.875% 1/20/40

2,760,000

2,152,745

7.875% 3/15/19

14,017,000

14,126,052

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petroleos de Venezuela SA:

5.375% 4/12/27

$ 1,775,000

$ 592,850

5.5% 4/12/37

655,000

216,150

8.5% 11/2/17 (h)

14,695,000

10,099,874

9.75% 5/17/35 (h)

3,430,000

1,308,545

12.75% 2/17/22 (h)

1,595,000

743,270

Petroleos Mexicanos:

3.125% 1/23/19

1,776,000

1,771,560

3.5% 7/18/18

14,963,000

15,247,297

3.5% 7/23/20 (h)

13,960,000

13,824,309

3.5% 1/30/23

11,489,000

10,687,642

4.5% 1/23/26 (h)

46,043,000

43,743,152

4.875% 1/24/22

12,142,000

12,324,130

4.875% 1/18/24

13,072,000

13,032,784

5.5% 1/21/21

12,069,000

12,944,003

5.5% 6/27/44 (h)

640,000

553,760

5.5% 6/27/44

22,304,000

19,298,536

5.625% 1/23/46 (h)

36,355,000

32,355,950

6% 3/5/20

6,145,000

6,694,978

6.375% 1/23/45

14,382,000

14,019,574

6.5% 6/2/41

25,567,000

25,567,000

6.625% (h)(i)

5,520,000

5,464,800

8% 5/3/19

8,600,000

9,891,290

Petronas Capital Ltd. 3.5% 3/18/25 (h)

525,000

506,372

Phillips 66 Co.:

4.3% 4/1/22

12,618,000

13,167,135

4.875% 11/15/44

34,230,000

32,535,410

Phillips 66 Partners LP 2.646% 2/15/20

1,316,000

1,281,173

Plains All American Pipeline LP/PAA Finance Corp.:

3.65% 6/1/22

5,217,000

5,052,325

6.125% 1/15/17

6,185,000

6,564,246

PT Pertamina Persero:

4.875% 5/3/22 (h)

595,000

576,436

5.25% 5/23/21 (h)

815,000

821,113

6% 5/3/42 (h)

395,000

345,625

6.5% 5/27/41 (h)

1,900,000

1,762,250

Rice Energy, Inc.:

6.25% 5/1/22

8,365,000

7,444,850

7.25% 5/1/23 (h)

3,620,000

3,366,600

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sabine Pass Liquefaction LLC:

5.625% 3/1/25 (h)

$ 12,415,000

$ 12,003,753

5.75% 5/15/24

5,045,000

4,931,488

SemGroup Corp. 7.5% 6/15/21

4,750,000

4,702,500

Shell International Finance BV:

3.25% 5/11/25

20,000,000

19,686,200

4.375% 5/11/45

20,000,000

19,706,180

Sibur Securities Ltd. 3.914% 1/31/18 (h)

1,870,000

1,764,813

Sinopec Group Overseas Development 2012 Ltd. 3.9% 5/17/22

2,750,000

2,788,734

SM Energy Co. 6.5% 11/15/21

1,205,000

1,168,850

Southwestern Energy Co.:

3.3% 1/23/18

6,403,000

6,383,445

4.05% 1/23/20

11,618,000

11,502,970

Spectra Energy Capital, LLC 5.65% 3/1/20

308,000

330,949

Spectra Energy Partners, LP:

2.95% 6/15/16

4,717,000

4,765,411

2.95% 9/25/18

1,960,000

1,980,464

4.6% 6/15/21

2,694,000

2,804,416

Sunoco LP / Sunoco Finance Corp.:

5.5% 8/1/20 (h)

3,405,000

3,387,975

6.375% 4/1/23 (h)

1,035,000

1,040,175

Teine Energy Ltd. 6.875% 9/30/22 (h)

6,310,000

5,458,150

Tesoro Logistics LP/Tesoro Logistics Finance Corp.:

6.125% 10/15/21

505,000

506,263

6.25% 10/15/22 (h)

800,000

800,000

The Williams Companies, Inc.:

3.7% 1/15/23

10,780,000

9,339,544

4.55% 6/24/24

53,471,000

47,328,145

Transportadora de Gas del Sur SA 9.625% 5/14/20 (h)

3,042,567

3,065,386

Western Gas Partners LP 5.375% 6/1/21

16,424,000

17,400,390

Western Refining Logistics LP/WNRL Finance Co. 7.5% 2/15/23

2,105,000

2,126,050

Western Refining, Inc. 6.25% 4/1/21

4,085,000

4,044,150

Whiting Petroleum Corp. 5% 3/15/19

2,070,000

1,852,650

Williams Partners LP:

4.125% 11/15/20

2,399,000

2,438,550

4.3% 3/4/24

8,588,000

8,041,829

WPX Energy, Inc. 7.5% 8/1/20

2,070,000

1,987,987

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

YPF SA:

8.5% 7/28/25 (h)

$ 1,660,000

$ 1,556,250

8.75% 4/4/24 (h)

3,215,000

3,086,400

8.875% 12/19/18 (h)

1,610,000

1,660,313

8.875% 12/19/18 (Reg. S)

1,300,000

1,340,625

Zhaikmunai International BV 7.125% 11/13/19 (h)

2,840,000

2,357,200

 

1,177,559,754

TOTAL ENERGY

1,273,817,292

FINANCIALS - 18.6%

Banks - 7.4%

Banco Daycoval SA 5.75% 3/19/19 (h)

625,000

608,594

Banco de Galicia y Buenos Aires SA 16% 1/1/19 (Reg. S)

697,825

732,716

Banco Espirito Santo SA 4% 1/21/19 (Reg. S)

EUR

1,300,000

1,434,602

Banco Nacional de Desenvolvimento Economico e Social:

3.375% 9/26/16 (h)

10,570,000

10,543,575

4% 4/14/19 (h)

12,355,000

11,799,025

5.5% 7/12/20 (h)

575,000

567,813

5.75% 9/26/23 (h)

10,860,000

10,208,400

6.369% 6/16/18 (h)

13,435,000

13,720,494

6.5% 6/10/19 (Reg. S)

1,000,000

1,032,000

Bank Nederlandse Gemeenten NV:

1.375% 9/27/17 (h)

8,770,000

8,827,978

1.375% 9/27/17 (Reg. S)

2,720,000

2,739,764

Bank of America Corp.:

2% 1/11/18

50,000,000

49,990,200

2.25% 4/21/20

87,156,000

85,545,706

2.6% 1/15/19

8,068,000

8,123,903

2.65% 4/1/19

6,430,000

6,482,887

3.3% 1/11/23

31,429,000

30,945,182

3.875% 3/22/17

25,777,000

26,650,608

3.95% 4/21/25

25,000,000

24,173,150

4.1% 7/24/23

11,481,000

11,844,075

4.2% 8/26/24

16,813,000

16,658,909

4.25% 10/22/26

14,724,000

14,476,755

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Bank of America Corp.: - continued

5.65% 5/1/18

$ 8,780,000

$ 9,554,730

5.75% 12/1/17

21,955,000

23,749,997

5.875% 1/5/21

6,530,000

7,432,505

6.5% 8/1/16

9,000,000

9,422,991

Bank of Ireland:

4.25% 6/11/24 (Reg. S) (n)

EUR

3,800,000

4,349,394

10% 7/30/16

EUR

2,350,000

2,796,739

Banque Centrale de Tunisie 5.75% 1/30/25 (h)

1,265,000

1,214,742

Barclays Bank PLC:

4.25% 1/12/22

GBP

4,000,000

6,878,722

6.75% 1/16/23 (n)

GBP

2,250,000

3,718,097

Barclays PLC 2.75% 11/8/19

12,249,000

12,211,273

BBVA Bancomer SA 6.75% 9/30/22 (h)

375,000

406,125

BBVA Colombia SA 4.875% 4/21/25 (h)

390,000

377,910

BBVA Paraguay SA 9.75% 2/11/16 (h)

1,145,000

1,175,412

BPCE SA 5.7% 10/22/23 (h)

6,050,000

6,404,409

Capital One NA 2.95% 7/23/21

18,827,000

18,330,137

Citigroup, Inc.:

1.3% 11/15/16

17,175,000

17,158,770

1.7% 4/27/18

120,000,000

118,934,520

1.8% 2/5/18

33,287,000

33,132,016

1.85% 11/24/17

33,365,000

33,346,950

2.4% 2/18/20

60,588,000

59,961,762

2.5% 7/29/19

46,387,000

46,340,706

4.05% 7/30/22

5,303,000

5,427,562

4.4% 6/10/25

40,790,000

41,006,269

5.5% 9/13/25

4,478,000

4,862,369

6.125% 5/15/18

3,779,000

4,170,561

Citizens Financial Group, Inc. 4.15% 9/28/22 (h)

13,462,000

13,577,221

Commonwealth Bank of Australia 2% 4/22/27 (Reg. S) (n)

EUR

2,700,000

2,883,720

Credit Suisse AG 6% 2/15/18

18,058,000

19,650,716

Credit Suisse Group Funding Guernsey Ltd.:

2.75% 3/26/20 (h)

19,455,000

19,338,737

3.75% 3/26/25 (h)

19,450,000

18,816,864

Development Bank of Philippines 8.375% (i)(n)

1,930,000

2,016,142

Discover Bank:

4.2% 8/8/23

7,852,000

7,940,696

7% 4/15/20

2,030,000

2,339,210

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp:

4.5% 6/1/18

$ 798,000

$ 847,756

8.25% 3/1/38

4,667,000

6,607,137

Finansbank A/S:

5.5% 5/11/16 (Reg. S)

1,300,000

1,312,168

6.25% 4/30/19 (h)

1,100,000

1,115,598

Georgia Bank Joint Stock Co.:

7.75% 7/5/17 (h)

2,200,000

2,257,790

7.75% 7/5/17 (Reg. S)

350,000

359,194

GTB Finance BV:

6% 11/8/18 (h)

2,725,000

2,471,575

7.5% 5/19/16 (h)

1,245,000

1,241,888

HBOS PLC 6.75% 5/21/18 (h)

6,067,000

6,693,958

HSBC Holdings PLC 4.25% 3/14/24

6,192,000

6,198,663

HSBC U.S.A., Inc. 1.625% 1/16/18

11,125,000

11,071,934

HSBK BV:

7.25% 5/3/17 (h)

2,285,000

2,317,584

7.25% 5/3/17 (Reg. S)

250,000

253,565

Huntington Bancshares, Inc. 7% 12/15/20

2,851,000

3,392,636

Industrial Senior Trust 5.5% 11/1/22 (h)

220,000

208,230

Intesa Sanpaolo SpA:

3.875% 1/16/18

4,140,000

4,250,281

6.625% 9/13/23 (Reg. S)

EUR

2,000,000

2,715,356

Itau Unibanco Holding SA:

2.85% 5/26/18 (h)

655,000

636,005

5.125% 5/13/23 (Reg. S)

1,100,000

1,001,000

5.5% 8/6/22 (h)

655,000

614,849

6.2% 12/21/21 (Reg. S)

980,000

960,890

JPMorgan Chase & Co.:

1.625% 5/15/18

12,580,000

12,459,446

2% 8/15/17

11,000,000

11,072,512

2.2% 10/22/19

7,268,000

7,206,091

2.25% 1/23/20

40,000,000

39,478,680

2.35% 1/28/19

6,857,000

6,880,664

3.25% 9/23/22

18,423,000

18,270,771

3.875% 9/10/24

39,644,000

39,008,190

4.125% 12/15/26

50,896,000

50,501,963

4.25% 10/15/20

6,995,000

7,490,169

4.35% 8/15/21

20,267,000

21,634,901

4.5% 1/24/22

22,046,000

23,537,037

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.: - continued

4.625% 5/10/21

$ 6,879,000

$ 7,450,033

4.95% 3/25/20

22,079,000

24,197,877

KeyBank NA 5.45% 3/3/16

3,939,000

4,027,143

OJSC Russian Agricultural Bank:

6.299% 5/15/17 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

415,000

420,188

7.75% 5/29/18 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

1,000,000

1,027,780

Rabobank Nederland 4.375% 8/4/25

25,937,000

26,008,067

Regions Bank 6.45% 6/26/37

24,618,000

28,831,888

Regions Financial Corp. 2% 5/15/18

13,127,000

13,056,416

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

64,006,000

64,539,234

6% 12/19/23

25,897,000

27,626,453

6.1% 6/10/23

16,183,000

17,359,763

6.125% 12/15/22

42,557,000

45,842,869

RSHB Capital SA 5.298% 12/27/17 (h)

1,425,000

1,406,874

SB Capital SA 5.5% 2/26/24 (h)(n)

2,285,000

1,841,002

Turkiye Halk Bankasi A/S 4.75% 6/4/19 (h)

980,000

975,100

Turkiye Vakiflar Bankasi TAO 6.875% 2/3/25 (h)(n)

645,000

617,007

Wachovia Corp. 5.75% 6/15/17

2,933,000

3,154,735

Wells Fargo & Co.:

1.25% 7/20/16

34,000,000

34,134,878

3.676% 6/15/16

4,301,000

4,398,693

4.48% 1/16/24

4,804,000

5,009,525

Yapi ve Kredi Bankasi A/S 5.125% 10/22/19 (Reg. S)

4,000,000

4,000,640

Zenith Bank PLC 6.25% 4/22/19 (h)

3,070,000

2,778,350

 

1,508,807,306

Capital Markets - 3.7%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

19,025,000

18,163,187

4.25% 2/15/24

12,758,000

13,246,925

Argos Merger Sub, Inc. 7.125% 3/15/23 (h)

8,620,000

9,029,450

Deutsche Bank AG 4.5% 4/1/25

48,248,000

46,654,899

Deutsche Bank AG London Branch 1.875% 2/13/18

37,777,000

37,591,288

Goldman Sachs Group, Inc.:

1.748% 9/15/17

42,024,000

41,923,815

2.55% 10/23/19

33,080,000

33,142,157

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

2.625% 1/31/19

$ 50,400,000

$ 50,909,191

2.9% 7/19/18

17,494,000

17,884,624

3.75% 5/22/25

40,000,000

39,796,760

5.25% 7/27/21

17,105,000

19,015,492

5.625% 1/15/17

3,200,000

3,359,987

5.95% 1/18/18

4,975,000

5,427,536

Lazard Group LLC:

4.25% 11/14/20

10,151,000

10,674,853

6.85% 6/15/17

1,263,000

1,367,037

Morgan Stanley:

1.875% 1/5/18

16,953,000

16,952,508

2.125% 4/25/18

12,586,000

12,630,227

2.375% 7/23/19

26,932,000

26,909,458

2.8% 6/16/20

30,000,000

30,096,810

3.7% 10/23/24

24,714,000

24,666,623

4% 7/23/25

21,522,000

21,940,022

4.35% 9/8/26

30,000,000

29,929,590

4.875% 11/1/22

26,240,000

27,761,868

5% 11/24/25

3,189,000

3,353,425

5.45% 1/9/17

13,970,000

14,696,007

5.5% 1/26/20

88,000,000

97,921,032

5.625% 9/23/19

12,714,000

14,132,437

5.75% 1/25/21

19,879,000

22,522,668

6.625% 4/1/18

16,118,000

17,962,286

UBS AG Stamford Branch:

1.375% 6/1/17

12,643,000

12,582,946

1.8% 3/26/18

24,142,000

24,057,165

 

746,302,273

Consumer Finance - 1.8%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:

4.25% 7/1/20

3,025,000

3,047,688

4.5% 5/15/21

2,800,000

2,845,500

4.625% 7/1/22

2,685,000

2,705,138

Capital One Financial Corp. 2.45% 4/24/19

10,550,000

10,448,045

Credito Real S.A.B. de CV 7.5% 3/13/19 (h)

840,000

851,550

Discover Financial Services:

3.85% 11/21/22

25,882,000

25,225,710

3.95% 11/6/24

9,738,000

9,366,057

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Consumer Finance - continued

Discover Financial Services: - continued

5.2% 4/27/22

$ 12,545,000

$ 13,232,203

6.45% 6/12/17

10,366,000

11,211,565

Ford Motor Credit Co. LLC:

1.5% 1/17/17

7,229,000

7,194,279

1.7% 5/9/16

19,473,000

19,518,431

1.724% 12/6/17

18,742,000

18,570,567

2.24% 6/15/18

19,162,000

19,062,128

2.597% 11/4/19

40,209,000

39,630,392

2.875% 10/1/18

13,000,000

13,100,217

General Electric Capital Corp.:

1% 12/11/15

10,247,000

10,270,302

4.625% 1/7/21

19,476,000

21,380,207

4.65% 10/17/21

5,377,000

5,910,216

5.625% 9/15/17

5,858,000

6,335,445

5.625% 5/1/18

25,000,000

27,480,675

Hyundai Capital America:

1.45% 2/6/17 (h)

14,591,000

14,558,097

1.625% 10/2/15 (h)

4,565,000

4,565,278

1.875% 8/9/16 (h)

2,974,000

2,987,440

2.125% 10/2/17 (h)

18,524,000

18,576,905

2.875% 8/9/18 (h)

5,276,000

5,382,401

Navient Corp.:

5% 10/26/20

915,000

814,350

5.875% 3/25/21

3,215,000

2,885,463

5.875% 10/25/24

8,775,000

7,414,875

SLM Corp.:

4.875% 6/17/19

2,160,000

2,019,600

5.5% 1/15/19

2,025,000

1,933,875

5.5% 1/25/23

6,135,000

5,168,738

6.125% 3/25/24

4,280,000

3,638,000

8% 3/25/20

395,000

399,938

Synchrony Financial:

1.875% 8/15/17

3,341,000

3,326,781

3% 8/15/19

4,907,000

4,914,596

3.75% 8/15/21

7,409,000

7,347,720

4.25% 8/15/24

7,458,000

7,335,607

 

360,655,979

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Diversified Financial Services - 0.5%

Brixmor Operating Partnership LP:

3.85% 2/1/25

$ 14,325,000

$ 13,660,492

3.875% 8/15/22

11,641,000

11,575,170

Cimpor Financial Operations BV 5.75% 7/17/24 (h)

850,000

633,250

CNH Industrial Capital LLC 3.875% 7/16/18 (h)

3,170,000

3,158,113

Deutsche Boerse AG 2.75% 2/5/41 (Reg. S) (n)

EUR

1,200,000

1,353,002

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

4.875% 3/15/19

1,665,000

1,686,645

5.875% 2/1/22

18,611,000

18,801,763

6% 8/1/20

4,745,000

4,898,121

ILFC E-Capital Trust I 4.69% 12/21/65 (h)(n)

10,340,000

9,784,225

ILFC E-Capital Trust II 6.25% 12/21/65 (h)(n)

4,765,000

4,508,881

ING U.S., Inc. 5.5% 7/15/22

25,716,000

28,972,186

MSCI, Inc. 5.75% 8/15/25 (h)

3,010,000

3,070,200

TMK Capital SA:

6.75% 4/3/20 (Reg. S)

885,000

737,488

7.75% 1/27/18

1,300,000

1,231,750

 

104,071,286

Insurance - 1.8%

AIA Group Ltd. 2.25% 3/11/19 (h)

2,566,000

2,553,404

Alliant Holdings Co.-Issuer, Inc. / Wayne Merger Sub, LLC 8.25% 8/1/23 (h)

5,405,000

5,256,363

Allianz SE 2.241% 7/7/45 (Reg. S) (n)

EUR

2,900,000

2,949,134

American International Group, Inc.:

2.3% 7/16/19

6,461,000

6,441,746

3.875% 1/15/35

19,041,000

17,244,063

4.875% 6/1/22

3,590,000

3,914,432

5.6% 10/18/16

10,702,000

11,210,923

Aon Corp.:

3.125% 5/27/16

11,274,000

11,454,440

3.5% 9/30/15

4,451,000

4,459,212

5% 9/30/20

3,854,000

4,242,892

Aquarius + Investments PLC for Swiss Reinsurance Co. Ltd. 6.375% 9/1/24 (n)

4,900,000

5,060,112

Assicurazioni Generali SpA 7.75% 12/12/42 (n)

EUR

4,400,000

6,026,565

Aviva PLC 6.625% 6/3/41 (n)

GBP

4,150,000

6,904,102

Five Corners Funding Trust 4.419% 11/15/23 (h)

12,460,000

12,904,922

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(n)

1,859,000

1,896,180

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - continued

Hartford Financial Services Group, Inc.:

5.125% 4/15/22

$ 14,787,000

$ 16,418,923

5.375% 3/15/17

194,000

204,723

Liberty Mutual Group, Inc. 5% 6/1/21 (h)

12,644,000

13,716,110

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

7,090,000

7,763,472

Massachusetts Mutual Life Insurance Co.:

4.5% 4/15/65 (h)

30,523,000

27,679,050

5.375% 12/1/41 (h)

3,840,000

4,261,951

MetLife, Inc.:

1.903% 12/15/17 (n)

2,987,000

3,001,526

3.048% 12/15/22 (n)

12,433,000

12,183,283

4.368% 9/15/23

9,625,000

10,189,766

4.75% 2/8/21

4,032,000

4,432,636

6.75% 6/1/16

7,610,000

7,934,218

Metropolitan Life Global Funding I 3% 1/10/23 (h)

7,896,000

7,701,972

Pacific Life Insurance Co. 9.25% 6/15/39 (h)

7,041,000

10,587,270

Pacific LifeCorp:

5.125% 1/30/43 (h)

19,436,000

19,925,010

6% 2/10/20 (h)

12,654,000

14,237,851

Prudential Financial, Inc.:

2.3% 8/15/18

1,622,000

1,639,323

4.5% 11/16/21

6,390,000

6,972,640

5.375% 5/15/45 (n)

17,492,000

17,300,638

6.2% 11/15/40

4,318,000

5,117,758

7.375% 6/15/19

3,230,000

3,790,327

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

6,375,000

6,534,809

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (h)

18,083,000

18,510,356

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (h)

4,172,000

4,196,594

4.125% 11/1/24 (h)

6,048,000

6,106,732

Unum Group:

5.625% 9/15/20

8,386,000

9,383,699

5.75% 8/15/42

16,937,000

18,844,428

7.125% 9/30/16

587,000

621,415

 

361,774,970

Real Estate Investment Trusts - 1.7%

Alexandria Real Estate Equities, Inc.:

2.75% 1/15/20

2,884,000

2,853,112

4.6% 4/1/22

4,025,000

4,174,939

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Campus Communities Operating Partnership LP 3.75% 4/15/23

$ 3,491,000

$ 3,390,438

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,005,000

5,200,230

4.2% 12/15/23

12,000,000

12,529,692

Boston Properties, Inc. 3.85% 2/1/23

14,583,000

14,806,966

Camden Property Trust:

2.95% 12/15/22

6,621,000

6,356,471

4.25% 1/15/24

9,191,000

9,500,268

CommonWealth REIT 5.875% 9/15/20

2,130,000

2,325,598

Communications Sales & Leasing, Inc. 8.25% 10/15/23 (h)

1,455,000

1,324,050

Corporate Office Properties LP 5% 7/1/25

8,095,000

7,900,987

DDR Corp.:

3.625% 2/1/25

7,690,000

7,227,646

4.625% 7/15/22

10,758,000

11,185,846

4.75% 4/15/18

11,273,000

11,914,682

7.5% 4/1/17

5,574,000

6,039,022

7.875% 9/1/20

323,000

392,813

9.625% 3/15/16

3,691,000

3,852,179

Duke Realty LP:

3.625% 4/15/23

6,287,000

6,168,396

3.75% 12/1/24

5,408,000

5,265,040

3.875% 10/15/22

11,543,000

11,638,461

4.375% 6/15/22

7,323,000

7,576,918

5.95% 2/15/17

102,000

108,357

6.5% 1/15/18

3,795,000

4,175,475

6.75% 3/15/20

10,379,000

12,023,532

8.25% 8/15/19

75,000

90,575

Equity One, Inc.:

3.75% 11/15/22

18,100,000

18,029,066

6% 9/15/17

1,212,000

1,308,027

6.25% 1/15/17

1,027,000

1,087,078

ERP Operating LP:

2.375% 7/1/19

8,777,000

8,791,500

4.625% 12/15/21

17,159,000

18,535,461

4.75% 7/15/20

7,700,000

8,404,450

5.375% 8/1/16

2,768,000

2,873,079

5.75% 6/15/17

14,407,000

15,447,027

Federal Realty Investment Trust 5.9% 4/1/20

2,504,000

2,848,691

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

HCP, Inc. 3.75% 2/1/16

$ 6,084,000

$ 6,151,356

Health Care REIT, Inc.:

2.25% 3/15/18

5,151,000

5,157,985

4.7% 9/15/17

1,538,000

1,622,252

Highwoods/Forsyth LP 5.85% 3/15/17

615,000

650,684

HRPT Properties Trust:

6.25% 6/15/17

1,232,000

1,291,660

6.65% 1/15/18

867,000

931,770

Lexington Corporate Properties Trust 4.4% 6/15/24

4,608,000

4,638,463

Omega Healthcare Investors, Inc.:

4.5% 1/15/25

4,655,000

4,572,774

4.5% 4/1/27 (h)

45,578,000

43,784,460

4.95% 4/1/24

3,875,000

3,987,673

5.875% 3/15/24

290,000

305,225

6.75% 10/15/22

345,000

357,938

Retail Opportunity Investments Partnership LP:

4% 12/15/24

3,376,000

3,289,544

5% 12/15/23

2,030,000

2,139,920

Senior Housing Properties Trust 6.75% 4/15/20

250,000

278,757

Simon Property Group LP 4.125% 12/1/21

7,287,000

7,721,101

The GEO Group, Inc. 5.875% 1/15/22

2,285,000

2,376,400

Weingarten Realty Investors 3.375% 10/15/22

2,729,000

2,670,616

WP Carey, Inc. 4% 2/1/25

21,616,000

20,894,393

 

348,169,043

Real Estate Management & Development - 1.7%

BioMed Realty LP:

2.625% 5/1/19

7,539,000

7,527,428

3.85% 4/15/16

16,284,000

16,495,024

4.25% 7/15/22

5,809,000

5,923,693

6.125% 4/15/20

3,429,000

3,859,751

Brandywine Operating Partnership LP:

3.95% 2/15/23

12,775,000

12,544,130

4.1% 10/1/24

15,881,000

15,800,452

4.55% 10/1/29

15,881,000

15,422,309

4.95% 4/15/18

12,690,000

13,476,184

5.7% 5/1/17

7,049,000

7,453,493

6% 4/1/16

2,699,000

2,766,613

CBRE Group, Inc. 5% 3/15/23

10,300,000

10,398,138

Citycon Oyj 3.75% 6/24/20 (Reg. S)

EUR

2,500,000

3,043,919

Citycon Treasury BV 2.5% 10/1/24 (Reg. S)

EUR

350,000

386,217

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Deutsche Annington Finance BV 5% 10/2/23 (h)

$ 3,750,000

$ 3,987,863

Digital Realty Trust LP:

3.95% 7/1/22

11,369,000

11,381,153

5.25% 3/15/21

5,708,000

6,213,580

Essex Portfolio LP:

3.875% 5/1/24

8,802,000

8,807,123

5.5% 3/15/17

3,597,000

3,794,058

Host Hotels & Resorts LP:

4.75% 3/1/23

150,000

156,208

6% 11/1/20

105,000

108,621

Howard Hughes Corp. 6.875% 10/1/21 (h)

2,035,000

2,121,488

Hunt Companies, Inc. 9.625% 3/1/21 (h)

870,000

835,200

Inmobiliaria Colonial SA 1.863% 6/5/19 (Reg. S)

EUR

2,900,000

3,248,052

Inversiones y Representaciones SA:

8.5% 2/2/17 (Reg. S)

65,000

64,675

11.5% 7/20/20 (Reg. S)

5,000

5,550

Liberty Property LP:

3.375% 6/15/23

6,574,000

6,326,943

4.125% 6/15/22

6,280,000

6,419,812

4.4% 2/15/24

13,017,000

13,390,015

4.75% 10/1/20

11,282,000

12,170,300

5.5% 12/15/16

1,891,000

1,979,036

6.625% 10/1/17

4,835,000

5,292,923

Mack-Cali Realty LP:

2.5% 12/15/17

9,223,000

9,251,813

3.15% 5/15/23

14,735,000

13,078,447

4.5% 4/18/22

4,072,000

4,058,485

5.8% 1/15/16

10,000,000

10,147,530

7.75% 8/15/19

700,000

806,132

Mid-America Apartments LP:

4.3% 10/15/23

2,224,000

2,274,632

6.05% 9/1/16

2,000,000

2,086,998

Post Apartment Homes LP 3.375% 12/1/22

2,570,000

2,500,114

Prime Property Funding, Inc. 5.7% 4/15/17 (h)

4,546,000

4,757,194

Realogy Corp. 7.625% 1/15/20 (h)

981,000

1,031,276

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

235,000

236,469

Reckson Operating Partnership LP 6% 3/31/16

7,123,000

7,300,911

Regency Centers LP 5.875% 6/15/17

2,874,000

3,085,276

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

3.75% 12/1/24

$ 10,161,000

$ 9,927,795

3.875% 12/1/23

4,812,000

4,777,002

6.125% 6/1/20

14,318,000

16,277,604

Ventas Realty LP:

1.55% 9/26/16

7,655,000

7,668,947

3.5% 2/1/25

4,631,000

4,380,296

3.75% 5/1/24

20,000,000

19,579,180

4.125% 1/15/26

5,557,000

5,501,135

Ventas Realty LP/Ventas Capital Corp.:

2% 2/15/18

8,050,000

8,073,015

4% 4/30/19

3,747,000

3,918,234

4.25% 3/1/22

300,000

311,040

Vesteda Finance BV 1.75% 7/22/19 (Reg. S)

EUR

3,000,000

3,393,462

 

345,822,938

Thrifts & Mortgage Finance - 0.0%

Wrightwood Capital LLC 1.9% 4/20/20 (d)

362

12,138

TOTAL FINANCIALS

3,775,615,933

HEALTH CARE - 2.6%

Biotechnology - 0.2%

AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (h)

845,000

865,069

Amgen, Inc.:

1.25% 5/22/17

14,862,000

14,821,278

2.2% 5/22/19

14,136,000

14,023,986

 

29,710,333

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co. 2.675% 12/15/19

4,539,000

4,538,737

Hill-Rom Holdings, Inc. 5.75% 9/1/23 (h)(j)

1,220,000

1,241,350

Hologic, Inc. 5.25% 7/15/22 (h)

1,620,000

1,650,375

Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.5% 4/15/25 (h)

655,000

650,088

 

8,080,550

Health Care Providers & Services - 1.2%

Aetna, Inc. 2.75% 11/15/22

2,010,000

1,914,945

Community Health Systems, Inc. 6.875% 2/1/22

5,375,000

5,712,604

Express Scripts Holding Co. 4.75% 11/15/21

24,746,000

26,451,148

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 18,722,000

$ 18,815,610

4.25% 10/15/19

7,590,000

7,741,800

4.75% 5/1/23

595,000

603,175

5.875% 3/15/22

715,000

777,563

6.5% 2/15/20

30,303,000

33,484,815

HealthSouth Corp.:

5.125% 3/15/23

860,000

851,400

5.75% 11/1/24 (h)

1,035,000

1,049,387

5.75% 11/1/24

1,155,000

1,171,055

Kindred Escrow Corp. II:

8% 1/15/20 (h)

3,740,000

4,097,638

8.75% 1/15/23 (h)

9,820,000

10,998,400

Medco Health Solutions, Inc.:

2.75% 9/15/15

1,176,000

1,176,734

4.125% 9/15/20

7,486,000

7,909,753

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

500,000

517,500

5.5% 2/1/21

5,400,000

5,643,000

Tenet Healthcare Corp.:

3.7861% 6/15/20 (h)(n)

1,550,000

1,558,525

5% 3/1/19

2,285,000

2,280,978

6% 10/1/20

605,000

647,350

6.75% 6/15/23

2,530,000

2,605,900

6.875% 11/15/31

130,000

120,250

8.125% 4/1/22

16,575,000

18,356,813

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,398,000

2,309,437

2.875% 3/15/23

16,114,000

15,682,467

3.35% 7/15/22

6,192,000

6,333,648

3.75% 7/15/25

19,000,000

19,448,913

4.625% 7/15/35

12,193,000

12,717,835

4.75% 7/15/45

20,331,000

21,277,306

WellPoint, Inc. 3.3% 1/15/23

6,442,000

6,239,174

 

238,495,123

Health Care Technology - 0.0%

Emdeon, Inc. 6% 2/15/21 (h)

1,345,000

1,324,825

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc.:

1.3% 2/1/17

3,107,000

3,089,557

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Life Sciences Tools & Services - continued

Thermo Fisher Scientific, Inc.: - continued

2.4% 2/1/19

$ 1,959,000

$ 1,954,390

4.15% 2/1/24

3,010,000

3,067,094

 

8,111,041

Pharmaceuticals - 1.2%

AbbVie, Inc.:

1.75% 11/6/17

13,509,000

13,497,409

2.9% 11/6/22

13,855,000

13,364,824

3.6% 5/14/25

24,114,000

23,711,682

4.5% 5/14/35

23,238,000

22,197,031

4.7% 5/14/45

23,197,000

22,539,759

Actavis Funding SCS:

3% 3/12/20

13,777,000

13,713,089

3.45% 3/15/22

18,597,000

18,189,819

3.8% 3/15/25

27,765,000

26,897,316

4.75% 3/15/45

10,716,000

9,820,850

Bayer AG 2.375% 4/2/75 (Reg. S) (n)

EUR

2,450,000

2,622,251

Bayer U.S. Finance LLC:

2.375% 10/8/19 (h)

10,323,000

10,366,501

3% 10/8/21 (h)

7,536,000

7,547,063

3.375% 10/8/24 (h)

3,362,000

3,335,417

Endo Finance LLC 5.375% 1/15/23 (h)

1,530,000

1,541,475

Endo Finance LLC/Endo Ltd./Endo Finco, Inc.:

6% 7/15/23 (h)

1,885,000

1,960,400

6% 2/1/25 (h)

3,680,000

3,781,200

Mylan, Inc. 1.35% 11/29/16

3,628,000

3,595,562

Perrigo Co. PLC:

1.3% 11/8/16

2,954,000

2,936,034

2.3% 11/8/18

3,161,000

3,153,107

Perrigo Finance PLC:

3.5% 12/15/21

3,657,000

3,567,458

3.9% 12/15/24

5,449,000

5,278,446

4.9% 12/15/44

2,390,000

2,267,522

Valeant Pharmaceuticals International, Inc.:

5.375% 3/15/20 (h)

4,015,000

4,085,263

5.875% 5/15/23 (h)

3,240,000

3,304,800

6.125% 4/15/25 (h)

5,460,000

5,623,800

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

4,757,000

4,738,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Zoetis, Inc.:

1.875% 2/1/18

$ 2,006,000

$ 1,993,180

3.25% 2/1/23

4,892,000

4,638,815

 

240,268,873

TOTAL HEALTH CARE

525,990,745

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

3.8% 10/7/24 (h)

9,122,000

9,152,933

6.375% 6/1/19 (h)

8,071,000

9,151,207

DigitalGlobe, Inc. 5.25% 2/1/21 (h)

7,620,000

7,315,200

TransDigm, Inc.:

5.5% 10/15/20

4,530,000

4,440,080

6% 7/15/22

2,885,000

2,842,158

6.5% 5/15/25 (h)

1,355,000

1,332,981

 

34,234,559

Airlines - 0.2%

Air Canada 6.625% 5/15/18 (h)

1,465,000

1,519,791

Air Canada Trust Series 2015-1 equipment trust certificate Class C, 5% 9/15/20 (h)

3,225,000

3,118,660

Allegiant Travel Co. 5.5% 7/15/19

4,220,000

4,293,850

American Airlines Group, Inc.:

4.625% 3/1/20 (h)

2,670,000

2,623,275

5.5% 10/1/19 (h)

8,970,000

9,183,038

American Airlines, Inc. pass-thru certificates equipment trust certificate 5.625% 1/15/21 (h)

207,953

214,191

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

234,393

256,660

6.125% 4/29/18

240,000

249,000

6.648% 3/15/19

945,121

971,111

6.9% 7/2/19

381,986

398,449

9.25% 5/10/17

1,325,326

1,441,292

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (h)

1,515,000

1,533,938

6.75% 5/23/17

1,515,000

1,533,938

U.S. Airways Group, Inc. 6.125% 6/1/18

895,000

927,444

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

1,690,000

1,711,125

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Airlines - continued

U.S. Airways pass-thru certificates: - continued

Series 2013-1 Class B, 5.375% 5/15/23

$ 323,913

$ 335,250

U.S. Airways pass-thru trust certificates:

6.85% 1/30/18

1,366,062

1,448,025

8.36% 1/20/19

837,230

896,883

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

631,364

669,246

12% 1/15/16 (h)

157,666

163,973

United Continental Holdings, Inc.:

6% 12/1/20

2,600,000

2,713,750

6.375% 6/1/18

140,000

146,475

 

36,349,364

Building Products - 0.0%

Building Materials Corp. of America 5.375% 11/15/24 (h)

3,095,000

3,095,000

USG Corp. 5.5% 3/1/25 (h)

3,175,000

3,159,125

 

6,254,125

Commercial Services & Supplies - 0.3%

ADT Corp.:

3.5% 7/15/22

6,296,000

5,636,809

4.125% 4/15/19

2,860,000

2,902,900

4.125% 6/15/23

5,040,000

4,624,200

5.25% 3/15/20

2,035,000

2,080,788

6.25% 10/15/21

2,065,000

2,132,113

APX Group, Inc.:

6.375% 12/1/19

12,550,000

12,189,188

8.75% 12/1/20

13,055,000

11,455,763

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (h)

5,020,000

4,492,900

Cenveo Corp. 6% 8/1/19 (h)

325,000

273,813

Garda World Security Corp.:

7.25% 11/15/21 (h)

8,485,000

7,933,475

7.25% 11/15/21 (h)

400,000

374,000

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (h)

3,500,000

3,605,000

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

1,280,000

1,232,000

7% 2/15/22

660,000

646,800

 

59,579,749

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.0%

Abengoa Greenfield SA 6.5% 10/1/19 (h)

$ 2,595,000

$ 1,518,075

Cementos Progreso Trust 7.125% 11/6/23 (h)

570,000

609,900

Odebrecht Finance Ltd. 4.375% 4/25/25 (h)

650,000

427,375

 

2,555,350

Electrical Equipment - 0.0%

General Cable Corp. 5.75% 10/1/22 (n)

1,920,000

1,718,400

Sensata Technologies BV 5% 10/1/25 (h)

2,285,000

2,216,450

Vestas Wind Systems A/S 2.75% 3/11/22 (Reg. S)

EUR

6,500,000

6,903,018

 

10,837,868

Industrial Conglomerates - 0.1%

Alfa SA de CV 5.25% 3/25/24 (h)

450,000

462,375

General Electric Co. 5.25% 12/6/17

17,730,000

19,154,286

 

19,616,661

Machinery - 0.0%

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (h)

1,340,000

1,266,300

Schaeffler Finance BV 4.75% 5/15/21 (h)

1,540,000

1,514,020

Xerium Technologies, Inc. 8.875% 6/15/18

1,645,000

1,677,900

 

4,458,220

Marine - 0.1%

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (h)

4,350,000

4,154,250

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (h)

8,910,000

7,395,300

8.125% 2/15/19

2,885,000

2,293,575

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (h)

885,000

816,413

 

14,659,538

Professional Services - 0.0%

IHS, Inc. 5% 11/1/22

2,895,000

2,927,569

Road & Rail - 0.1%

Alpha Trains Finance SA 2.064% 6/30/25

EUR

4,000,000

4,004,464

Firstgroup PLC 5.25% 11/29/22

GBP

1,000,000

1,646,759

JSC Georgian Railway 7.75% 7/11/22 (h)

650,000

670,313

Lima Metro Line 2 Finance Ltd. 5.875% 7/5/34 (h)

570,000

571,140

OPE KAG Finance Sub, Inc. 7.875% 7/31/23 (h)

5,045,000

5,145,900

 

12,038,576

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

2.125% 1/15/18

$ 7,271,000

$ 7,198,290

2.625% 9/4/18

16,438,000

16,396,116

3.75% 2/1/22

16,396,000

16,384,998

3.875% 4/1/21

14,814,000

14,962,140

4.25% 9/15/24

12,030,000

11,894,663

4.75% 3/1/20

11,796,000

12,489,369

Aircastle Ltd.:

5.125% 3/15/21

1,575,000

1,610,438

6.25% 12/1/19

830,000

900,550

Building Materials Holding Corp. 9% 9/15/18 (h)

2,690,000

2,861,488

FLY Leasing Ltd.:

6.375% 10/15/21

5,600,000

5,726,000

6.75% 12/15/20

2,795,000

2,878,850

International Lease Finance Corp. 4.625% 4/15/21

955,000

971,713

Travis Perkins PLC 4.375% 9/15/21 (Reg. S)

GBP

1,000,000

1,548,751

United Rentals North America, Inc. 5.5% 7/15/25

1,045,000

1,008,425

 

96,831,791

Transportation Infrastructure - 0.0%

Aeropuertos Argentina 2000 SA:

10.75% 12/1/20 (h)

1,566,180

1,650,362

10.75% 12/1/20 (Reg. S)

87,780

92,498

Heathrow Funding Ltd. 6% 3/20/20

GBP

2,400,000

4,134,168

 

5,877,028

TOTAL INDUSTRIALS

306,220,398

INFORMATION TECHNOLOGY - 0.7%

Communications Equipment - 0.2%

Alcatel-Lucent U.S.A., Inc.:

6.75% 11/15/20 (h)

5,575,000

5,951,313

8.875% 1/1/20 (h)

1,970,000

2,138,681

Banglalink Digital Communications Ltd. 8.625% 5/6/19 (h)

2,070,000

2,070,000

Brocade Communications Systems, Inc. 4.625% 1/15/23

1,430,000

1,365,650

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.:

6.45% 3/15/29

$ 15,450,000

$ 16,154,829

6.5% 1/15/28

4,782,000

4,973,280

 

32,653,753

Electronic Equipment & Components - 0.0%

Amphenol Corp. 3.125% 9/15/21

4,703,000

4,658,213

Tyco Electronics Group SA:

2.375% 12/17/18

2,244,000

2,255,072

6.55% 10/1/17

1,383,000

1,517,607

 

8,430,892

IT Services - 0.1%

Audatex North America, Inc.:

6% 6/15/21 (h)

3,200,000

3,124,672

6.125% 11/1/23 (h)

2,290,000

2,269,711

Capgemini SA 2.5% 7/1/23 (Reg. S)

EUR

3,700,000

4,264,153

Global Cash Access, Inc. 10% 1/15/22 (h)

5,220,000

4,932,900

 

14,591,436

Semiconductors & Semiconductor Equipment - 0.1%

Infineon Technologies AG 1.5% 3/10/22 (Reg. S)

EUR

4,400,000

4,819,623

Micron Technology, Inc.:

5.25% 8/1/23 (h)

5,285,000

4,928,263

5.25% 1/15/24 (h)

5,165,000

4,790,538

5.625% 1/15/26 (h)

2,165,000

1,964,738

5.875% 2/15/22

2,310,000

2,275,350

STATS ChipPAC Ltd. 4.5% 3/20/18 (h)

600,000

603,000

 

19,381,512

Software - 0.1%

Blue Coat Systems, Inc. 8.375% 6/1/23 (h)

6,820,000

6,833,640

Italics Merger Sub, Inc. 7.125% 7/15/23 (h)

2,715,000

2,626,192

Nuance Communications, Inc. 5.375% 8/15/20 (h)

3,315,000

3,321,232

SS&C Technologies Holdings, Inc. 5.875% 7/15/23 (h)

1,175,000

1,211,660

 

13,992,724

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.2%

Apple, Inc.:

3.2% 5/13/25

$ 20,000,000

$ 19,879,440

4.375% 5/13/45

20,000,000

19,768,580

 

39,648,020

TOTAL INFORMATION TECHNOLOGY

128,698,337

MATERIALS - 1.4%

Chemicals - 0.2%

Braskem Finance Ltd.:

5.375% 5/2/22 (h)

735,000

643,125

5.75% 4/15/21 (h)

430,000

389,150

6.45% 2/3/24

455,000

412,867

Evolution Escrow Issuer LLC 7.5% 3/15/22 (h)

4,150,000

3,340,750

LSB Industries, Inc. 7.75% 8/1/19

1,055,000

1,062,913

Nufarm Australia Ltd. 6.375% 10/15/19 (h)

3,175,000

3,182,938

OCP SA 5.625% 4/25/24 (h)

390,000

399,828

Platform Specialty Products Corp. 6.5% 2/1/22 (h)

2,210,000

2,140,009

Rain CII Carbon LLC/CII Carbon Corp.:

8% 12/1/18 (h)

1,755,000

1,640,925

8.25% 1/15/21 (h)

865,000

817,425

The Chemours Company LLC 6.625% 5/15/23 (h)

4,065,000

3,536,550

The Dow Chemical Co.:

4.125% 11/15/21

10,888,000

11,337,794

4.25% 11/15/20

5,898,000

6,249,975

 

35,154,249

Construction Materials - 0.1%

CEMEX Finance LLC:

6% 4/1/24 (h)

1,670,000

1,586,500

9.375% 10/12/22 (h)

710,000

793,425

CEMEX S.A.B. de CV:

6.125% 5/5/25 (h)

5,695,000

5,438,725

6.5% 12/10/19 (h)

4,195,000

4,257,925

Union Andina de Cementos SAA 5.875% 10/30/21 (h)

635,000

631,635

 

12,708,210

Containers & Packaging - 0.2%

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (h)(n)

14,962,327

15,512,816

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Containers & Packaging - continued

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2859% 12/15/19 (h)(n)

$ 7,335,000

$ 7,188,300

7% 11/15/20 (h)

2,655,000

2,681,550

Ball Corp. 5.25% 7/1/25

4,920,000

4,895,400

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (h)

2,190,000

2,179,050

Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)

1,355,000

1,178,850

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

2,345,000

2,295,169

Owens-Brockway Glass Container, Inc.:

5.875% 8/15/23 (h)

2,290,000

2,330,075

6.375% 8/15/25 (h)

2,290,000

2,341,525

Sappi Papier Holding GmbH 6.625% 4/15/21 (h)

6,885,000

7,057,125

 

47,659,860

Metals & Mining - 0.9%

Alcoa, Inc. 5.125% 10/1/24

9,954,000

9,754,920

Alrosa Finance SA 7.75% 11/3/20 (h)

700,000

722,645

Anglo American Capital PLC:

3.625% 5/14/20 (h)

29,122,000

27,689,052

4.875% 5/14/25 (h)

29,080,000

26,226,525

AngloGold Ashanti Holdings PLC 5.125% 8/1/22

230,000

196,650

Compania Minera Ares SAC 7.75% 1/23/21 (h)

860,000

826,460

Corporacion Nacional del Cobre de Chile (Codelco):

3.875% 11/3/21 (h)

11,456,000

11,527,715

4.875% 11/4/44 (h)

5,532,000

4,903,244

CSN Resources SA 6.5% 7/21/20 (h)

500,000

307,500

EVRAZ Group SA:

6.5% 4/22/20 (h)

2,030,000

1,768,638

9.5% 4/24/18 (Reg. S)

3,100,000

3,162,000

Ferrexpo Finance PLC 10.375% 4/7/19 (h)

2,347,000

1,936,275

First Quantum Minerals Ltd.:

6.75% 2/15/20 (h)

8,075,000

5,773,625

7.25% 5/15/22 (h)

3,745,000

2,612,138

Freeport-McMoRan, Inc. 2.3% 11/14/17

9,771,000

9,087,030

Gerdau Trade, Inc. 5.75% 1/30/21 (h)

460,000

429,640

Gold Fields Orogen Holding BVI Ltd.:

4.875% 10/7/20 (h)

2,530,000

2,150,500

4.875% 10/7/20 (Reg. S)

200,000

170,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

GTL Trade Finance, Inc. 5.893% 4/29/24 (h)

$ 1,025,000

$ 893,493

JMC Steel Group, Inc. 8.25% 3/15/18 (h)

2,460,000

1,949,550

Lundin Mining Corp.:

7.5% 11/1/20 (h)

4,430,000

4,374,625

7.875% 11/1/22 (h)

6,840,000

6,737,400

Metalloinvest Finance Ltd. 5.625% 4/17/20 (h)

1,440,000

1,314,101

Metinvest BV:

8.75% 2/14/18 (Reg. S)

400,000

224,000

10.5% 11/28/17 (h)

3,575,000

2,073,500

Murray Energy Corp. 11.25% 4/15/21 (h)

9,760,000

4,514,000

New Gold, Inc. 6.25% 11/15/22 (h)

4,830,000

4,081,350

Nord Gold NV 6.375% 5/7/18 (h)

1,660,000

1,630,950

Polyus Gold International Ltd.:

5.625% 4/29/20 (h)

3,110,000

2,938,950

5.625% 4/29/20 (Reg. S)

200,000

189,000

Rio Tinto Finance (U.S.A.) PLC 2.25% 12/14/18

12,175,000

12,086,804

Samarco Mineracao SA 5.75% 10/24/23 (h)

655,000

613,080

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (h)

1,600,000

1,544,000

Southern Copper Corp.:

6.75% 4/16/40

530,000

508,784

7.5% 7/27/35

910,000

942,178

Steel Dynamics, Inc.:

5.125% 10/1/21

4,850,000

4,755,425

5.5% 10/1/24

4,070,000

3,952,988

6.125% 8/15/19

2,683,000

2,780,259

Urenco Finance NV 2.25% 8/5/22 (Reg. S)

EUR

1,650,000

1,839,227

Vale Overseas Ltd.:

4.375% 1/11/22

12,000,000

11,127,600

6.25% 1/11/16

5,000,000

5,070,000

6.25% 1/23/17

5,581,000

5,796,817

6.875% 11/21/36

640,000

544,640

Vedanta Resources PLC 6% 1/31/19 (h)

1,090,000

945,575

 

192,672,853

Paper & Forest Products - 0.0%

Sino-Forest Corp. 6.25% 10/21/17 (d)(h)

1,365,000

0

TOTAL MATERIALS

288,195,172

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.2%

Altice Financing SA:

6.5% 1/15/22 (h)

$ 1,865,000

$ 1,869,663

6.625% 2/15/23 (h)

2,780,000

2,766,100

7.875% 12/15/19 (h)

272,000

284,240

Altice Finco SA:

7.625% 2/15/25 (h)

2,720,000

2,665,600

8.125% 1/15/24 (h)

1,000,000

1,010,000

9.875% 12/15/20 (h)

6,135,000

6,733,163

AT&T, Inc.:

2.45% 6/30/20

11,294,000

11,187,407

3% 6/30/22

29,259,000

28,079,570

3.4% 5/15/25

39,520,000

37,617,626

4.75% 5/15/46

31,335,000

28,570,344

4.8% 6/15/44

15,000,000

13,777,905

6.3% 1/15/38

16,665,000

18,177,365

BellSouth Capital Funding Corp. 7.875% 2/15/30

40,000

48,413

CenturyLink, Inc.:

5.15% 6/15/17

972,000

996,300

6% 4/1/17

2,432,000

2,535,360

6.15% 9/15/19

6,992,000

7,324,120

Embarq Corp.:

7.082% 6/1/16

8,346,000

8,625,174

7.995% 6/1/36

4,717,000

4,988,228

FairPoint Communications, Inc. 8.75% 8/15/19 (h)

2,775,000

2,913,750

GCI, Inc. 6.875% 4/15/25

5,080,000

5,219,700

Intelsat Luxembourg SA 7.75% 6/1/21

2,700,000

2,022,975

Level 3 Financing, Inc.:

5.125% 5/1/23 (h)

3,245,000

3,163,875

5.375% 8/15/22

6,925,000

6,949,515

5.375% 5/1/25 (h)

1,080,000

1,043,550

Qtel International Finance Ltd. 5% 10/19/25 (h)

645,000

696,781

Sable International Finance Ltd. 6.875% 8/1/22 (h)

1,340,000

1,353,400

Sprint Capital Corp.:

6.875% 11/15/28

23,495,000

20,205,700

8.75% 3/15/32

3,305,000

3,127,356

TDC A/S 3.5% 2/26/3015 (Reg. S) (n)

EUR

1,550,000

1,669,585

Telecom Italia Capital SA 6% 9/30/34

1,350,000

1,323,000

Telecom Italia SpA 5.303% 5/30/24 (h)

1,350,000

1,360,125

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (h)

590,000

594,425

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.:

1.35% 6/9/17

$ 20,956,000

$ 20,887,600

2.625% 2/21/20

21,379,000

21,388,107

4.5% 9/15/20

36,000,000

38,720,880

5.012% 8/21/54

55,038,000

50,205,113

6.25% 4/1/37

2,348,000

2,631,364

6.4% 9/15/33

10,915,000

12,445,709

6.55% 9/15/43

54,849,000

64,763,725

Wind Acquisition Finance SA:

4.75% 7/15/20 (h)

3,205,000

3,229,038

7.375% 4/23/21 (h)

10,860,000

11,104,350

 

454,276,201

Wireless Telecommunication Services - 0.6%

America Movil S.A.B. de CV:

2.375% 9/8/16

15,982,000

16,149,811

3.125% 7/16/22

9,218,000

9,036,498

Comcel Trust 6.875% 2/6/24 (h)

560,000

575,400

Digicel Group Ltd.:

6% 4/15/21 (h)

9,220,000

8,443,768

6.75% 3/1/23 (h)

2,795,000

2,564,413

7% 2/15/20 (h)

425,000

422,875

7.125% 4/1/22 (h)

1,885,000

1,642,306

8.25% 9/30/20 (h)

9,040,000

8,362,000

Everything Everywhere Finance PLC 4.375% 3/28/19

GBP

850,000

1,384,160

Intelsat Jackson Holdings SA:

5.5% 8/1/23

1,490,000

1,311,200

7.25% 10/15/20

1,810,000

1,739,863

Millicom International Cellular SA:

4.75% 5/22/20 (h)

650,000

622,375

6% 3/15/25 (h)

6,675,000

6,307,875

6.625% 10/15/21 (h)

1,450,000

1,443,475

MTS International Funding Ltd. 8.625% 6/22/20 (h)

2,680,000

2,832,674

SoftBank Corp. 5.375% 7/30/22 (Reg. S)

4,200,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (h)

3,890,000

4,332,488

Sprint Corp.:

7.625% 2/15/25

5,395,000

5,034,209

7.875% 9/15/23

9,220,000

8,862,725

T-Mobile U.S.A., Inc.:

6% 3/1/23

4,060,000

4,139,129

6.375% 3/1/25

9,470,000

9,678,340

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

T-Mobile U.S.A., Inc.: - continued

6.464% 4/28/19

$ 1,520,000

$ 1,563,700

6.5% 1/15/24

3,045,000

3,128,738

6.625% 4/1/23

4,145,000

4,323,235

TBG Global Pte. Ltd. 4.625% 4/3/18 (Reg. S)

480,000

472,800

Vimpel Communications 9.125% 4/30/18 (Reg. S) (Issued by VIP Finance Ireland Ltd. for Vimpel Communications)

650,000

689,619

Vimpel Communications OJSC 7.748% 2/2/21 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (h)

4,260,000

4,223,603

 

113,503,029

TOTAL TELECOMMUNICATION SERVICES

567,779,230

UTILITIES - 3.1%

Electric Utilities - 1.7%

AmerenUE 6.4% 6/15/17

2,491,000

2,707,894

American Electric Power Co., Inc.:

1.65% 12/15/17

5,213,000

5,196,167

2.95% 12/15/22

4,935,000

4,766,134

American Transmission Systems, Inc. 5% 9/1/44 (h)

2,638,000

2,696,015

Ceske Energeticke Zavody A/S 4.25% 4/3/22 (Reg. S)

5,000,000

5,257,690

CLP Power Hong Kong Financing Ltd. 2.875% 4/26/23

3,000,000

2,900,562

Dayton Power & Light Co. 1.875% 9/15/16

3,740,000

3,746,145

Duquesne Light Holdings, Inc.:

5.9% 12/1/21 (h)

29,344,000

33,330,529

6.4% 9/15/20 (h)

25,897,000

29,651,314

Edison International 3.75% 9/15/17

6,674,000

6,951,291

Eversource Energy:

1.45% 5/1/18

3,325,000

3,281,659

2.8% 5/1/23

15,104,000

14,481,036

Exelon Corp.:

1.55% 6/9/17

3,319,000

3,310,802

2.85% 6/15/20

4,888,000

4,877,168

FirstEnergy Corp.:

2.75% 3/15/18

36,397,000

36,513,616

4.25% 3/15/23

31,243,000

31,304,080

7.375% 11/15/31

24,589,000

29,595,320

FirstEnergy Solutions Corp. 6.05% 8/15/21

20,194,000

21,966,892

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Electric Utilities - continued

IPALCO Enterprises, Inc. 3.45% 7/15/20 (h)

$ 27,495,000

$ 27,013,838

Lamar Funding Ltd. 3.958% 5/7/25 (h)

565,000

528,981

LG&E and KU Energy LLC:

2.125% 11/15/15

7,369,000

7,388,226

3.75% 11/15/20

1,450,000

1,519,207

Monongahela Power Co. 4.1% 4/15/24 (h)

3,982,000

4,081,522

Nevada Power Co. 6.5% 5/15/18

790,000

883,546

NSG Holdings II, LLC 7.75% 12/15/25 (h)

9,494,717

10,467,926

NV Energy, Inc. 6.25% 11/15/20

3,500,000

4,054,467

Pennsylvania Electric Co. 6.05% 9/1/17

764,000

828,168

Pepco Holdings, Inc. 2.7% 10/1/15

7,047,000

7,056,189

PPL Capital Funding, Inc. 3.4% 6/1/23

7,184,000

7,074,868

Progress Energy, Inc. 4.4% 1/15/21

12,059,000

12,849,721

RJS Power Holdings LLC 5.125% 7/15/19 (h)

8,575,000

8,103,375

TECO Finance, Inc.:

4% 3/15/16

2,562,000

2,600,240

5.15% 3/15/20

3,761,000

4,107,110

 

341,091,698

Gas Utilities - 0.0%

Intergas Finance BV 6.375% 5/14/17 (Reg. S)

965,000

984,532

Southern Natural Gas Co. 5.9% 4/1/17 (h)

442,000

466,407

Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21

3,646,000

3,729,213

 

5,180,152

Independent Power and Renewable Electricity Producers - 0.5%

Calpine Corp.:

5.375% 1/15/23

4,730,000

4,563,031

5.75% 1/15/25

910,000

881,563

Dolphin Subsidiary II, Inc.:

6.5% 10/15/16

19,000,000

19,475,000

7.25% 10/15/21

21,425,000

22,094,531

Dynegy, Inc.:

6.75% 11/1/19

6,850,000

7,102,594

7.375% 11/1/22

8,135,000

8,419,725

7.625% 11/1/24

14,025,000

14,597,220

Listrindo Capital BV 6.95% 2/21/19 (Reg. S)

650,000

666,250

NRG Energy, Inc.:

6.25% 7/15/22

8,395,000

8,185,125

6.25% 5/1/24

8,475,000

8,051,250

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Independent Power and Renewable Electricity Producers - continued

PPL Energy Supply LLC 6.5% 6/1/25 (h)

$ 1,180,000

$ 1,094,450

TerraForm Power Operating LLC:

5.875% 2/1/23 (h)

1,595,000

1,515,250

6.125% 6/15/25 (h)

500,000

471,250

The AES Corp.:

4.875% 5/15/23

3,775,000

3,510,750

7.375% 7/1/21

1,515,000

1,632,413

 

102,260,402

Multi-Utilities - 0.9%

Dominion Resources, Inc.:

2.5818% 9/30/66 (n)

35,229,000

30,674,771

7.5% 6/30/66 (n)

10,345,000

9,219,981

MidAmerican Energy Holdings, Co.:

1.1% 5/15/17

15,809,000

15,719,221

2% 11/15/18

12,172,000

12,142,860

NiSource Finance Corp.:

5.25% 2/15/43

12,739,000

13,572,589

5.45% 9/15/20

11,473,000

12,834,845

5.8% 2/1/42

6,336,000

7,204,114

5.95% 6/15/41

11,832,000

13,708,271

6.4% 3/15/18

1,228,000

1,364,078

6.8% 1/15/19

6,774,000

7,729,059

PG&E Corp. 2.4% 3/1/19

1,683,000

1,688,160

Puget Energy, Inc.:

6% 9/1/21

15,565,000

17,789,705

6.5% 12/15/20

5,125,000

6,015,069

RWE AG 7% 10/12/72 (Reg. S) (n)

2,700,000

2,808,000

Sempra Energy:

2.3% 4/1/17

14,116,000

14,290,798

2.875% 10/1/22

5,760,000

5,520,286

SP PowerAssets Ltd. 2.7% 9/14/22 (Reg. S)

3,000,000

2,926,464

Wisconsin Energy Corp. 6.25% 5/15/67 (n)

3,860,000

3,343,725

 

178,551,996

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Water Utilities - 0.0%

Yorkshire Water Services Finance Ltd. 6% 4/24/25 (n)

GBP

3,500,000

$ 5,681,512

TOTAL UTILITIES

632,765,760

TOTAL NONCONVERTIBLE BONDS

(Cost $9,021,912,936)


8,951,784,547

U.S. Government and Government Agency Obligations - 19.0%

 

U.S. Treasury Inflation-Protected Obligations - 2.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

202,680,000

182,320,864

1.375% 2/15/44

135,651,571

142,485,411

U.S. Treasury Inflation-Indexed Notes:

0.125% 7/15/24

166,092,620

159,512,508

0.25% 1/15/25

75,564,750

72,857,924

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

557,176,707

U.S. Treasury Obligations - 16.2%

U.S. Treasury Bonds:

2.5% 2/15/45

200,000

181,130

2.875% 8/15/45

101,360,000

99,736,618

3% 5/15/45

650,487,000

655,094,399

4.375% 2/15/38

430,000

543,726

U.S. Treasury Notes:

0.5% 1/31/17 (k)

5,510,000

5,503,614

0.5% 2/28/17

1,450,000

1,447,677

1.125% 6/15/18

836,229,000

838,265,138

1.25% 10/31/18

616,376,000

618,214,033

1.375% 7/31/18

50,772,000

51,210,315

1.375% 4/30/20

18,176,000

18,062,873

1.625% 6/30/20

48,699,000

48,890,484

1.625% 7/31/20

5,593,000

5,611,641

2% 2/15/25

1,140,000

1,118,744

2% 8/15/25 (g)

115,730,000

113,517,821

2.125% 5/15/25

704,209,000

697,900,696

2.25% 11/15/24

50,000,000

50,199,200

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.375% 8/15/24

$ 76,723,000

$ 77,941,745

2.5% 5/15/24

3,700,000

3,802,231

TOTAL U.S. TREASURY OBLIGATIONS

3,287,242,085

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,870,084,540)


3,844,418,792

U.S. Government Agency - Mortgage Securities - 14.0%

 

Fannie Mae - 8.1%

1.75% 10/1/34 (n)

4,028

4,199

1.85% 10/1/33 (n)

3,169

3,297

1.88% 1/1/35 (n)

3,093

3,223

1.88% 1/1/35 (n)

309,395

324,512

1.885% 2/1/33 (n)

1,792

1,865

1.91% 12/1/34 (n)

57,465

59,952

1.91% 3/1/35 (n)

27,587

28,790

1.931% 10/1/33 (n)

19,545

20,396

1.94% 7/1/35 (n)

20,411

21,481

2.05% 3/1/35 (n)

5,168

5,346

2.06% 1/1/35 (n)

215,423

228,417

2.07% 4/1/37 (n)

97,606

102,683

2.09% 10/1/33 (n)

489,320

519,030

2.115% 12/1/34 (n)

12,487

13,147

2.141% 9/1/36 (n)

79,534

85,139

2.143% 9/1/36 (n)

102,393

109,609

2.19% 3/1/37 (n)

25,716

27,259

2.194% 7/1/34 (n)

35,633

37,737

2.243% 3/1/33 (n)

101,377

106,975

2.251% 5/1/35 (n)

258,113

274,011

2.273% 3/1/40 (n)

471,571

503,592

2.278% 6/1/47 (n)

144,202

154,364

2.302% 6/1/36 (n)

168,324

179,765

2.31% 12/1/39 (n)

238,411

255,212

2.317% 5/1/36 (n)

180,101

190,491

2.334% 7/1/35 (n)

119,463

126,919

2.335% 9/1/35 (n)

129,423

138,543

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

2.36% 11/1/36 (n)

$ 105,469

$ 112,259

2.375% 2/1/36 (n)

412,275

439,592

2.421% 10/1/33 (n)

106,225

113,711

2.444% 6/1/36 (n)

374,752

400,869

2.445% 12/1/35 (n)

303,914

325,330

2.458% 3/1/35 (n)

73,733

78,929

2.5% 5/1/27 to 8/1/43

61,129,557

61,465,205

2.53% 9/1/37 (n)

31,520

33,741

2.544% 5/1/36 (n)

190,203

203,028

2.546% 7/1/37 (n)

179,300

191,928

2.557% 6/1/42 (n)

338,990

350,421

2.615% 7/1/34 (n)

238,719

255,541

2.69% 2/1/42 (n)

1,940,959

2,007,691

2.758% 1/1/42 (n)

2,380,632

2,474,945

2.96% 11/1/40 (n)

203,472

213,177

2.982% 9/1/41 (n)

208,873

217,652

3% 8/1/41 (n)

1,196,246

1,242,725

3% 4/1/42 to 8/1/45

137,188,791

138,400,337

3% 9/1/45 (j)

11,000,000

11,047,266

3% 9/1/45 (j)

15,750,000

15,817,676

3% 9/1/45 (j)

700,000

703,008

3% 9/1/45 (j)

12,950,000

13,005,645

3% 10/1/45 (j)

11,000,000

11,020,195

3% 10/1/45 (j)

19,500,000

19,535,800

3.059% 10/1/41 (n)

90,567

94,222

3.239% 7/1/41 (n)

345,772

365,763

3.309% 10/1/41 (n)

197,256

207,389

3.346% 9/1/41 (n)

330,440

347,356

3.461% 12/1/40 (n)

16,327,608

17,313,509

3.5% 5/1/21 to 8/1/45

195,532,121

203,539,049

3.5% 9/1/45 (j)

21,300,000

22,072,123

3.5% 9/1/45 (j)

62,400,000

64,661,994

3.5% 9/1/45 (j)

54,400,000

56,371,995

3.5% 9/1/45 (j)

118,400,000

122,691,988

3.554% 7/1/41 (n)

393,834

416,390

4% 9/1/24 to 8/1/45

245,067,075

261,785,930

4% 9/1/45 (j)

33,200,000

35,259,436

4% 9/1/45 (j)

29,800,000

31,648,530

4% 9/1/45 (j)

700,000

743,422

4.5% 2/1/33 to 4/1/45

239,339,417

260,852,450

4.5% 9/1/45 (j)

104,900,000

113,636,198

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

4.5% 9/1/45 (j)

$ 66,500,000

$ 72,038,200

5% 3/1/18 to 1/1/40

12,863,130

14,311,086

5.204% 7/1/37 (n)

38,769

41,410

5.5% 12/1/17 to 3/1/41

41,331,160

46,286,955

5.565% 8/1/46 (n)

35,732

37,960

6% 2/1/17 to 1/1/42

19,996,559

22,958,828

6.5% 1/1/16 to 4/1/37

8,527,275

9,849,648

7% 12/1/15 to 7/1/37

1,737,692

2,014,141

7.5% 6/1/25 to 2/1/32

743,846

874,496

8% 12/1/17 to 3/1/37

14,369

17,374

8.5% 1/1/17 to 7/1/31

5,368

6,427

9.5% 4/1/16 to 9/1/21

19,301

21,005

TOTAL FANNIE MAE

1,643,647,899

Freddie Mac - 2.8%

1.5% 8/1/37 (n)

36,329

37,466

1.82% 3/1/35 (n)

109,500

113,785

1.825% 3/1/37 (n)

17,605

18,412

1.852% 1/1/36 (n)

94,641

99,746

1.914% 3/1/36 (n)

192,332

201,498

1.981% 12/1/35 (n)

268,185

282,848

2.022% 2/1/37 (n)

183,077

192,081

2.05% 6/1/37 (n)

30,132

31,675

2.055% 11/1/35 (n)

203,364

214,431

2.095% 8/1/37 (n)

77,851

82,228

2.105% 3/1/36 (n)

222,387

234,156

2.121% 5/1/37 (n)

75,262

80,330

2.274% 6/1/33 (n)

249,066

263,084

2.328% 10/1/36 (n)

351,588

372,184

2.333% 4/1/37 (n)

93,267

99,840

2.351% 10/1/35 (n)

135,925

143,969

2.385% 6/1/37 (n)

25,390

27,023

2.394% 10/1/42 (n)

3,383,968

3,567,757

2.415% 6/1/37 (n)

258,833

276,770

2.436% 5/1/37 (n)

70,764

75,744

2.448% 6/1/37 (n)

57,600

61,659

2.489% 4/1/36 (n)

186,736

199,418

2.526% 6/1/33 (n)

757,843

808,047

2.571% 3/1/35 (n)

1,151,839

1,233,007

2.595% 4/1/37 (n)

8,560

9,163

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac - continued

2.67% 6/1/36 (n)

$ 68,904

$ 73,701

2.722% 3/1/33 (n)

6,318

6,764

2.757% 7/1/36 (n)

86,515

92,612

2.757% 12/1/36 (n)

318,536

340,983

3% 8/1/42 to 8/1/45

47,690,227

48,108,823

3% 9/1/45 (j)

86,000,000

86,120,933

3.091% 9/1/41 (n)

2,030,935

2,113,642

3.155% 10/1/35 (n)

159,157

168,471

3.22% 9/1/41 (n)

225,766

236,291

3.235% 4/1/41 (n)

240,343

252,169

3.289% 6/1/41 (n)

259,197

273,827

3.292% 7/1/41 (n)

1,120,711

1,177,579

3.434% 12/1/40 (n)

7,526,902

7,901,094

3.444% 5/1/41 (n)

238,099

249,527

3.5% 4/1/42 to 6/1/45 (l)

167,391,191

173,884,580

3.62% 6/1/41 (n)

371,011

392,910

3.705% 5/1/41 (n)

321,478

340,673

4% 6/1/33 to 5/1/45

95,880,320

102,497,114

4.5% 6/1/25 to 1/1/45 (m)

48,439,808

52,890,490

5% 6/1/20 to 7/1/41

39,215,875

43,514,438

5.124% 4/1/38 (n)

290,635

310,435

5.5% 10/1/17 to 3/1/41

15,770,507

17,584,709

6% 7/1/16 to 12/1/37

3,971,271

4,522,658

6.5% 2/1/16 to 9/1/39

5,732,729

6,570,082

7% 6/1/21 to 9/1/36

1,644,878

1,915,403

7.5% 9/1/15 to 6/1/32

29,492

34,633

8% 7/1/16 to 1/1/37

53,610

64,732

8.5% 2/1/19 to 1/1/28

48,910

58,013

9% 5/1/17 to 10/1/20

166

176

9.5% 5/1/21 to 7/1/21

511

560

10% 11/15/18 to 8/1/21

203

222

11% 11/1/15 to 9/1/20

94

99

TOTAL FREDDIE MAC

560,424,664

Ginnie Mae - 3.1%

3% 6/15/42 to 8/20/45

111,771,485

113,457,642

3.5% 11/15/40 to 8/20/45

172,237,420

179,663,750

3.5% 9/1/45 (j)

35,100,000

36,547,871

3.5% 9/1/45 (j)

37,500,000

39,046,871

4% 5/20/33 to 7/20/45

111,877,857

119,462,467

4.5% 6/20/33 to 8/15/41

91,213,383

99,679,207

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Ginnie Mae - continued

5% 12/15/32 to 9/15/41

$ 36,742,724

$ 41,102,560

5.5% 4/15/29 to 9/15/39

6,140,630

6,975,713

6% 10/15/30 to 11/15/39

861,975

986,119

6.5% 3/20/31 to 10/15/38

479,858

556,448

7% 10/15/22 to 3/15/33

1,547,249

1,821,714

7.5% 1/15/17 to 9/15/31

709,891

830,024

8% 4/15/17 to 11/15/29

245,587

284,939

8.5% 10/15/21 to 1/15/31

41,290

49,513

9% 8/15/19 to 1/15/23

2,420

2,690

9.5% 12/15/20 to 2/15/25

946

1,062

10.5% 3/20/16 to 1/20/18

2,450

2,606

11% 12/20/15 to 9/20/19

917

1,041

TOTAL GINNIE MAE

640,472,237

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,831,006,807)


2,844,544,800

Asset-Backed Securities - 0.8%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.9044% 4/25/35 (n)

664,344

596,925

ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8494% 3/25/34 (n)

286,904

273,372

Airspeed Ltd. Series 2007-1A Class C1, 2.6976% 6/15/32 (h)(n)

3,444,066

1,515,389

American Homes 4 Rent:

Series 2014-SFR1 Class E, 2.75% 6/17/31 (h)(n)

551,000

524,938

Series 2014-SFR2 Class E, 6.231% 10/17/36 (h)

147,000

150,742

Series 2014-SFR3 Class E, 6.418% 12/17/36 (h)

428,000

445,845

Series 2015-SFR1 Class E, 5.639% 4/17/52 (h)

326,438

320,064

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 1.2494% 12/25/33 (n)

48,772

45,099

Series 2004-R2 Class M3, 1.0244% 4/25/34 (n)

89,819

65,990

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.9794% 3/25/34 (n)

47,932

44,434

Series 2004-W11 Class M2, 1.2494% 11/25/34 (n)

561,149

545,162

Series 2004-W7 Class M1, 1.0244% 5/25/34 (n)

1,542,998

1,484,870

Series 2006-W4 Class A2C, 0.3594% 5/25/36 (n)

1,159,665

413,860

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0244% 4/25/34 (n)

$ 1,729,008

$ 1,586,936

Series 2006-HE2 Class M1, 0.5694% 3/25/36 (n)

21,261

170

Capital Auto Receivables Trust Series 2013-3 Class A3, 1.31% 12/20/17

11,540,000

11,553,017

Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3394% 12/25/36 (n)

1,802,588

1,188,800

CFC LLC:

Series 2013-1A Class B, 2.75% 11/15/18 (h)

5,916,550

5,949,428

Series 2013-2A Class A, 1.75% 11/15/17 (h)

1,621,937

1,623,064

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.4494% 3/25/32 (n)

3,192

2,854

Series 2004-3 Class M4, 1.6544% 4/25/34 (n)

69,614

62,739

Series 2004-4 Class M2, 0.9944% 6/25/34 (n)

104,055

94,678

Series 2004-7 Class AF5, 5.868% 1/25/35

3,145,875

3,275,973

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

341,219

334,014

Fannie Mae Series 2004-T5 Class AB3, 0.9538% 5/28/35 (n)

38,916

36,081

Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3744% 8/25/34 (n)

290,872

272,097

First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.0244% 3/25/34 (n)

10,384

9,839

Flagship Credit Auto Trust Series 2015-2 Class A, 1.98% 10/15/20 (h)

20,000,000

20,009,920

Fremont Home Loan Trust Series 2005-A:

Class M3, 0.9344% 1/25/35 (n)

948,695

808,921

Class M4, 1.2194% 1/25/35 (n)

347,133

223,666

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.7091% 2/25/47 (h)(n)

1,273,689

1,189,741

GE Business Loan Trust Series 2006-2A:

Class A, 0.3776% 11/15/34 (h)(n)

938,833

902,521

Class B, 0.4776% 11/15/34 (h)(n)

339,135

314,893

Class C, 0.5776% 11/15/34 (h)(n)

563,628

496,466

Class D, 0.9476% 11/15/34 (h)(n)

214,028

176,783

GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (h)

153,266

4,537

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5194% 8/25/33 (n)

273,785

259,059

Series 2003-3 Class M1, 1.4894% 8/25/33 (n)

454,678

438,275

Series 2003-5 Class A2, 0.8905% 12/25/33 (n)

32,929

30,792

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3894% 1/25/37 (n)

1,522,035

1,014,623

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Invitation Homes Trust:

Series 2013-SFR1 Class F, 3.9% 12/17/30 (h)(n)

$ 590,000

$ 571,177

Series 2014-SFR1 Class F, 3.936% 6/17/31 (h)(n)

557,000

538,739

Series 2014-SFR3 Class E, 4.705% 12/17/31 (h)(n)

206,000

207,598

Series 2014-SRF2 Class F, 4.188% 9/17/31 (h)(n)

335,000

325,233

Series 2015-SFR2 Class E, 3.336% 6/17/32 (h)(n)

485,000

468,290

Series 2015-SFR3 Class E, 3.933% 8/17/32 (h)(n)

7,658,000

7,590,057

Series 2015-SRF1 Class E, 4.386% 3/17/32 (h)(n)

624,000

621,456

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.4905% 7/25/36 (n)

181,664

75,097

Series 2007-CH1:

Class AF3, 5.532% 11/25/36

12,426,183

12,626,284

Class AV4, 0.3205% 11/25/36 (n)

389,062

388,255

KeyCorp Student Loan Trust:

Series 1999-A Class A2, 0.612% 12/27/29 (n)

139,195

138,422

Series 2006-A Class 2C, 1.432% 3/27/42 (n)

3,243,000

1,604,046

Long Beach Mortgage Loan Trust Series 2006-10 Class 2A3, 0.3594% 11/25/36 (n)

4,685,962

2,071,624

Marathon Real Estate CDO Ltd. Series 2006-1A Class B, 0.6294% 5/25/46 (h)(n)

250,000

241,250

MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4994% 5/25/37 (n)

338,532

4,791

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9494% 7/25/34 (n)

118,699

99,508

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 1.1744% 7/25/34 (n)

341,646

312,159

Series 2006-FF1 Class M2, 0.4894% 8/25/36 (n)

13,300,000

12,600,483

Series 2006-FM1 Class A2B, 0.3094% 4/25/37 (n)

245,450

243,356

Series 2006-OPT1 Class A1A, 0.7194% 6/25/35 (n)

1,672,262

1,615,510

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.8794% 8/25/34 (n)

57,368

53,552

Series 2004-NC6 Class M3, 2.3744% 7/25/34 (n)

16,524

14,833

Series 2004-NC8 Class M6, 2.0744% 9/25/34 (n)

18,949

16,970

Series 2005-NC1 Class M1, 0.8594% 1/25/35 (n)

289,373

273,254

Series 2005-NC2 Class B1, 1.9544% 3/25/35 (n)

225,910

4,278

Nationstar HECM Loan Trust Series 2015-1A Class A, 3.875% 5/25/18 (h)

7,470,766

7,480,104

New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7005% 9/25/35 (n)

1,426,957

1,268,640

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 2.0744% 9/25/34 (n)

532,896

504,264

Class M4, 2.3744% 9/25/34 (n)

683,353

315,806

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Park Place Securities, Inc.: - continued

Series 2005-WCH1 Class M4, 1.4444% 1/25/36 (n)

$ 1,475,804

$ 1,300,032

Resource Real Estate Funding CDO Series 2007-1A Class J, 3.1494% 9/25/46 (h)(n)

250,000

63,000

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9994% 4/25/33 (n)

5,108

4,830

Santander Drive Auto Receivables Trust Series 2014-4 Class C, 2.6% 11/16/20

7,985,000

8,044,464

Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9944% 3/25/35 (n)

794,671

730,890

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.2359% 6/15/33 (n)

685,690

664,796

Springcastle SPV Series 2014-AA Class A, 2.7% 5/25/23 (h)

10,910,794

10,948,981

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9244% 9/25/34 (n)

42,679

37,459

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0594% 9/25/34 (n)

28,819

25,690

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8435% 4/6/42 (h)(n)

2,683,017

1,529,320

Truman Capital Mortgage Loan Trust Series 2014-NPL2 Class A1, 3.125% 6/25/54 (h)

285,294

284,109

Vericrest Opportunity Loan Trust:

Series 2014-NP11 Class A1, 3.875% 4/25/55 (h)

6,280,446

6,278,571

Series 2014-NPL7 Class A1, 3.375% 8/27/57 (h)

10,529,615

10,515,284

Whinstone Capital Management Ltd. Series 1A Class B3, 2.0951% 10/25/44 (h)(n)

1,789,540

1,784,312

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.6534% 11/21/40 (h)(n)

186,318

181,791

Class D, 1.1834% 11/21/40 (h)(n)

305,000

245,678

TOTAL ASSET-BACKED SECURITIES

(Cost $143,347,784)


153,200,820

Collateralized Mortgage Obligations - 2.9%

 

Private Sponsor - 0.8%

Banc of America Funding Corp.:

sequential payer Series 2010-R4 Class 6A1, 0.3341% 1/26/37 (h)(n)

22,807

22,753

Series 2015-R3 Class 10A1, 0.3305% 6/27/36 (h)(n)

19,607,233

18,914,493

BCAP LLC Trust sequential payer:

Series 2013-RR3 Class 2A1, 2.3758% 2/26/37 (h)(n)

6,322,728

6,296,805

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

BCAP LLC Trust sequential payer: - continued

Series 2013-RR4 Class 2A1, 2.7793% 5/26/47 (h)(n)

$ 9,143,721

$ 9,105,994

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7594% 1/25/35 (n)

1,091,384

1,061,798

Citigroup Mortgage Loan Trust sequential payer:

Series 2012-A Class A, 2.5% 6/25/51 (h)

8,438,307

8,299,102

Series 2014-8 Class 2A1, 3.45% 6/27/37 (h)(n)

12,485,108

12,619,020

Credit Suisse Commercial Mortgage Trust Series 2014-15R Class 7A3, 1.1124% 10/26/37 (h)(n)

786,763

770,452

CSMC:

floater Series 2015-1R Class 6A1, 0.467% 5/27/37 (h)(n)

13,041,125

12,109,226

Series 2011-2R Class 2A1, 2.6521% 7/27/36 (h)

11,998,746

11,870,902

Series 2014-3R Class 2A1, 0.8847% 5/27/37 (h)(n)

1,977,086

1,874,527

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5683% 10/25/34 (n)

598,303

594,326

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.3578% 12/25/46 (h)(n)

910,000

1,004,129

Series 2010-K7 Class B, 5.4406% 4/25/20 (h)(n)

1,000,000

1,115,921

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 1.3028% 12/20/54 (n)

205,017

202,147

Series 2006-1A Class C2, 1.4028% 12/20/54 (h)(n)

6,523,000

6,443,419

Series 2006-2 Class C1, 1.1428% 12/20/54 (n)

21,543,000

21,014,871

Series 2006-3 Class C2, 1.2028% 12/20/54 (n)

1,124,000

1,107,252

Series 2006-4:

Class C1, 0.9628% 12/20/54 (n)

2,767,000

2,677,747

Class M1, 0.5428% 12/20/54 (n)

1,190,000

1,160,238

Series 2007-1:

Class 1C1, 0.8028% 12/20/54 (n)

2,234,000

2,146,567

Class 1M1, 0.5028% 12/20/54 (n)

1,493,000

1,440,894

Class 2C1, 1.0628% 12/20/54 (n)

1,015,000

986,625

Class 2M1, 0.7028% 12/20/54 (n)

1,917,000

1,878,526

Series 2007-2 Class 2C1, 1.0576% 12/17/54 (n)

2,654,000

2,579,945

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.737% 1/20/44 (n)

430,241

426,023

GSR Mortgage Loan Trust floater Series 2007-AR1 Class 6A1, 2.0124% 3/25/37 (n)

890,132

866,142

JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.5847% 8/25/36 (n)

1,296,420

1,096,226

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4094% 5/25/47 (n)

1,233,231

1,139,906

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3694% 2/25/37 (n)

$ 3,448,741

$ 3,103,867

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

106,645

109,193

Oak Hill Advisors Residential Loan Trust Series 2014-NPL2 Class A1, 3.475% 4/25/54 (h)

8,684,546

8,676,874

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4894% 7/25/35 (n)

1,017,296

962,640

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.5385% 6/10/35 (h)(n)

403,347

366,193

Class B6, 3.0385% 6/10/35 (h)(n)

89,932

82,862

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3234% 7/20/34 (n)

23,167

22,738

Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.5121% 4/25/33 (n)

199,322

196,290

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-BB Class A2, 2.6192% 1/25/35 (n)

3,152,051

3,163,190

Series 2005-AR10 Class 2A15, 2.6681% 6/25/35 (n)

15,817,688

16,075,405

Series 2005-AR2 Class 1A2, 2.6165% 3/25/35 (n)

1,906,824

1,763,150

TOTAL PRIVATE SPONSOR

165,348,378

U.S. Government Agency - 2.1%

Fannie Mae:

floater:

Series 2002-18 Class FD, 0.9994% 2/25/32 (n)

34,321

34,884

Series 2002-39 Class FD, 1.1996% 3/18/32 (n)

54,829

56,047

Series 2002-60 Class FV, 1.1994% 4/25/32 (n)

71,759

73,519

Series 2002-63 Class FN, 1.1994% 10/25/32 (n)

98,533

100,891

Series 2002-7 Class FC, 0.9494% 1/25/32 (n)

36,334

37,142

Series 2002-94 Class FB, 0.5994% 1/25/18 (n)

47,775

47,931

Series 2003-118 Class S, 7.9006% 12/25/33 (n)(o)(q)

1,141,847

265,347

Series 2006-104 Class GI, 6.4806% 11/25/36 (n)(o)(q)

838,434

165,650

Series 2006-33 Class CF, 0.4994% 5/25/36 (n)

704,805

706,628

Series 2007-57 Class FA, 0.4294% 6/25/37 (n)

898,475

898,620

Series 2008-76 Class EF, 0.6994% 9/25/23 (n)

461,381

463,189

planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

54,633

59,987

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

planned amortization class:

Series 1993-207 Class H, 6.5% 11/25/23

$ 670,346

$ 749,254

Series 1994-23 Class PZ, 6% 2/25/24

1,817,625

2,006,775

Series 1996-28 Class PK, 6.5% 7/25/25

218,950

244,799

Series 1999-17 Class PG, 6% 4/25/29

575,834

632,653

Series 1999-32 Class PL, 6% 7/25/29

497,538

547,734

Series 1999-33 Class PK, 6% 7/25/29

322,551

355,846

Series 2001-52 Class YZ, 6.5% 10/25/31

39,775

44,934

Series 2002-9 Class PC, 6% 3/25/17

26,299

27,023

Series 2003-28 Class KG, 5.5% 4/25/23

395,584

432,157

Series 2004-21 Class QE, 4.5% 11/25/32

65,150

66,821

Series 2005-102 Class CO, 11/25/35 (p)

324,410

294,104

Series 2005-73 Class SA, 17.0316% 8/25/35 (n)(q)

127,624

165,687

Series 2005-81 Class PC, 5.5% 9/25/35

427,876

496,859

Series 2006-105 Class MD, 5.5% 6/25/35

352,232

358,425

Series 2006-12 Class BO, 10/25/35 (p)

1,344,951

1,261,425

Series 2006-37 Class OW, 5/25/36 (p)

155,439

137,493

Series 2006-45 Class OP, 6/25/36 (p)

414,275

367,953

Series 2006-62 Class KP, 4/25/36 (p)

594,171

529,242

sequential payer:

Series 1997-41 Class J, 7.5% 6/18/27

115,120

135,166

Series 1999-25 Class Z, 6% 6/25/29

438,753

495,984

Series 2001-20 Class Z, 6% 5/25/31

576,301

634,633

Series 2001-31 Class ZC, 6.5% 7/25/31

304,566

350,904

Series 2002-16 Class ZD, 6.5% 4/25/32

159,403

185,786

Series 2002-74 Class SV, 7.3506% 11/25/32 (n)(o)

718,460

130,088

Series 2002-79 Class Z, 5.5% 11/25/22

799,761

891,611

Series 2010-50 Class FA, 0.5494% 1/25/24 (n)

12,799

12,800

Series 2012-67 Class AI, 4.5% 7/25/27 (o)

4,199,468

571,464

Series 06-116 Class SG, 6.4406% 12/25/36 (n)(o)(q)

561,436

109,000

Series 07-40 Class SE, 6.2406% 5/25/37 (n)(o)(q)

351,504

58,427

Series 1993-165 Class SH, 19.2358% 9/25/23 (n)(q)

26,591

36,152

Series 2003-21 Class SK, 7.9006% 3/25/33 (n)(o)(q)

99,830

27,222

Series 2003-35 Class TQ, 7.3006% 5/25/18 (n)(o)(q)

47,833

3,149

Series 2005-72 Class ZC, 5.5% 8/25/35

3,477,956

3,917,817

Series 2007-57 Class SA, 39.4236% 6/25/37 (n)(q)

268,961

539,070

Series 2007-66:

Class FB, 0.5994% 7/25/37 (n)

1,078,031

1,086,635

Class SA, 38.4036% 7/25/37 (n)(q)

410,590

806,581

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2007-66:

Class SB, 38.4036% 7/25/37 (n)(q)

$ 179,672

$ 344,115

Series 2008-12 Class SG, 6.1506% 3/25/38 (n)(o)(q)

2,418,678

435,433

Series 2009-114 Class AI, 5% 12/25/23 (o)

444,056

18,281

Series 2009-16 Class SA, 6.0506% 3/25/24 (n)(o)(q)

251,947

8,967

Series 2009-76 Class MI, 5.5% 9/25/24 (o)

219,368

10,697

Series 2009-85 Class IB, 4.5% 8/25/24 (o)

246,918

20,483

Series 2009-93 Class IC, 4.5% 9/25/24 (o)

371,345

30,118

Series 2010-112 Class SG, 6.1606% 6/25/21 (n)(o)(q)

330,203

24,365

Series 2010-12 Class AI, 5% 12/25/18 (o)

923,657

49,935

Series 2010-135 Class LS, 5.8506% 12/25/40 (n)(o)(q)

2,194,654

390,924

Series 2010-139 Class NI, 4.5% 2/25/40 (o)

2,142,589

303,990

Series 2010-17 Class DI, 4.5% 6/25/21 (o)

247,906

14,535

Series 2010-23:

Class AI, 5% 12/25/18 (o)

390,489

19,018

Class HI, 4.5% 10/25/18 (o)

271,579

13,433

Series 2010-29 Class LI, 4.5% 6/25/19 (o)

837,644

39,066

Series 2010-97 Class CI, 4.5% 8/25/25 (o)

792,747

57,999

Series 2011-39 Class ZA, 6% 11/25/32

1,474,496

1,684,984

Series 2011-67 Class AI, 4% 7/25/26 (o)

664,689

75,776

Series 2011-83 Class DI, 6% 9/25/26 (o)

1,073,476

144,530

Series 2013-N1 Class A, 6.5206% 6/25/35 (n)(o)(q)

1,726,662

377,616

Fannie Mae Stripped Mortgage-Backed Securities:

Series 339:

Class 29, 5.5% 8/25/18 (o)

141,617

7,051

Class 5, 5.5% 7/25/33 (o)

328,031

68,974

Series 343 Class 16, 5.5% 5/25/34 (o)

262,596

51,101

Series 348 Class 14, 6.5% 8/25/34 (n)(o)

187,570

41,486

Series 351:

Class 12, 5.5% 4/25/34 (n)(o)

131,347

23,327

Class 13, 6% 3/25/34 (o)

173,945

34,742

Series 359 Class 19, 6% 7/25/35 (n)(o)

122,725

25,476

Series 384 Class 6, 5% 7/25/37 (o)

1,557,588

322,907

Freddie Mac:

floater:

Series 2412 Class FK, 0.9976% 1/15/32 (n)

28,001

28,450

Series 2423 Class FA, 1.0976% 3/15/32 (n)

38,910

39,705

Series 2424 Class FM, 1.1976% 3/15/32 (n)

52,218

53,488

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

floater:

Series 2432:

Class FE, 1.0976% 6/15/31 (n)

$ 69,662

$ 71,111

Class FG, 1.0976% 3/15/32 (n)

23,206

23,673

floater planned amortization class Series 3153 Class FX, 0.5476% 5/15/36 (n)

1,455,341

1,460,620

floater target amortization class Series 3366 Class FD, 0.4476% 5/15/37 (n)

1,654,255

1,653,262

planned amortization class:

Series 2006-15 Class OP, 3/25/36 (p)

1,098,432

990,254

Series 2095 Class PE, 6% 11/15/28

619,739

684,543

Series 2101 Class PD, 6% 11/15/28

56,690

62,327

Series 2121 Class MG, 6% 2/15/29

256,041

281,945

Series 2131 Class BG, 6% 3/15/29

1,688,868

1,864,419

Series 2137 Class PG, 6% 3/15/29

277,365

305,626

Series 2154 Class PT, 6% 5/15/29

424,428

467,209

Series 2162 Class PH, 6% 6/15/29

107,139

117,584

Series 2425 Class JH, 6% 3/15/17

40,767

41,988

Series 2520 Class BE, 6% 11/15/32

572,734

631,918

Series 2585 Class KS, 7.4024% 3/15/23 (n)(o)(q)

40,713

6,047

Series 2693 Class MD, 5.5% 10/15/33

6,509,800

7,287,373

Series 2802 Class OB, 6% 5/15/34

1,167,945

1,311,362

Series 2937 Class KC, 4.5% 2/15/20

1,514,116

1,585,135

Series 2962 Class BE, 4.5% 4/15/20

1,516,669

1,596,730

Series 3002 Class NE, 5% 7/15/35

1,636,757

1,803,192

Series 3110 Class OP, 9/15/35 (p)

775,962

734,775

Series 3119 Class PO, 2/15/36 (p)

1,207,557

1,047,822

Series 3121 Class KO, 3/15/36 (p)

250,122

223,246

Series 3123 Class LO, 3/15/36 (p)

726,084

646,729

Series 3145 Class GO, 4/15/36 (p)

683,632

615,187

Series 3189 Class PD, 6% 7/15/36

1,514,483

1,739,193

Series 3225 Class EO, 10/15/36 (p)

437,334

387,304

Series 3258 Class PM, 5.5% 12/15/36

692,229

779,257

Series 3415 Class PC, 5% 12/15/37

647,977

699,024

Series 3786 Class HI, 4% 3/15/38 (o)

1,935,377

224,310

Series 3806 Class UP, 4.5% 2/15/41

3,745,520

4,053,320

Series 3832 Class PE, 5% 3/15/41

2,375,210

2,698,128

sequential payer:

Series 2135 Class JE, 6% 3/15/29

115,333

126,950

Series 2274 Class ZM, 6.5% 1/15/31

134,310

154,678

Series 2281 Class ZB, 6% 3/15/30

332,529

364,540

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

$ 144,038

$ 159,179

Series 2357 Class ZB, 6.5% 9/15/31

992,608

1,152,413

Series 2502 Class ZC, 6% 9/15/32

296,840

329,068

Series 2519 Class ZD, 5.5% 11/15/32

530,934

579,601

Series 2546 Class MJ, 5.5% 3/15/23

254,056

272,632

Series 2601 Class TB, 5.5% 4/15/23

118,104

131,091

Series 2998 Class LY, 5.5% 7/15/25

313,890

345,400

Series 06-3115 Class SM, 6.4024% 2/15/36 (n)(o)(q)

468,674

81,264

Series 2013-4281 Class AI, 4% 12/15/28 (o)

7,241,957

818,134

Series 2844:

Class SC, 45.5156% 8/15/24 (n)(q)

15,994

27,876

Class SD, 83.8812% 8/15/24 (n)(q)

23,530

56,834

Series 2935 Class ZK, 5.5% 2/15/35

4,664,532

5,303,266

Series 2947 Class XZ, 6% 3/15/35

1,705,251

1,922,437

Series 3055 Class CS, 6.3924% 10/15/35 (n)(o)

663,769

131,598

Series 3244 Class SG, 6.4624% 11/15/36 (n)(o)(q)

1,573,668

301,271

Series 3274 Class SM, 6.2324% 2/15/37 (n)(o)

787,325

143,656

Series 3284 Class CI, 5.9224% 3/15/37 (n)(o)

3,665,485

671,754

Series 3287 Class SD, 6.5524% 3/15/37 (n)(o)(q)

2,368,438

559,372

Series 3297 Class BI, 6.5624% 4/15/37 (n)(o)(q)

3,474,601

704,247

Series 3336 Class LI, 6.3824% 6/15/37 (n)(o)

1,260,743

181,668

Series 3772 Class BI, 4.5% 10/15/18 (o)

987,233

49,352

Series 3949 Class MK, 4.5% 10/15/34

1,162,691

1,260,336

Series 3955 Class YI, 3% 11/15/21 (o)

4,090,266

246,243

Series 4471 Class PA 4% 12/15/40

16,542,139

17,482,450

target amortization class Series 2156 Class TC, 6.25% 5/15/29

350,826

385,183

Freddie Mac Manufactured Housing participation certificates guaranteed:

floater Series 1686 Class FA, 1.0976% 2/15/24 (n)

143,037

145,067

sequential payer:

Series 2043 Class ZH, 6% 4/15/28

278,747

306,998

Series 2056 Class Z, 6% 5/15/28

493,989

544,097

Freddie Mac Multi-family Strutured Pass-thru Certificates Series 4386 Class AZ, 4.5% 11/15/40

9,175,093

10,327,662

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2007-37 Class TS, 6.4924% 6/16/37 (n)(o)(q)

666,871

116,266

Series 2010-H03 Class FA, 0.739% 3/20/60 (n)(r)

7,239,958

7,254,778

Series 2010-H17 Class FA, 0.519% 7/20/60 (n)(r)

784,120

780,609

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2010-H18 Class AF, 0.4882% 9/20/60 (n)(r)

$ 939,927

$ 934,403

Series 2010-H19 Class FG, 0.4882% 8/20/60 (n)(r)

1,124,650

1,118,127

Series 2010-H27 Series FA, 0.5682% 12/20/60 (n)(r)

1,881,037

1,877,644

Series 2011-H05 Class FA, 0.6882% 12/20/60 (n)(r)

3,058,776

3,062,612

Series 2011-H07 Class FA, 0.6882% 2/20/61 (n)(r)

5,744,796

5,751,178

Series 2011-H12 Class FA, 0.6782% 2/20/61 (n)(r)

7,672,367

7,682,249

Series 2011-H13 Class FA, 0.6882% 4/20/61 (n)(r)

2,954,143

2,957,818

Series 2011-H14:

Class FB, 0.6882% 5/20/61 (n)(r)

3,408,666

3,413,605

Class FC, 0.6882% 5/20/61 (n)(r)

3,111,103

3,115,253

Series 2011-H17 Class FA, 0.7182% 6/20/61 (n)(r)

4,100,268

4,109,223

Series 2011-H21 Class FA, 0.7882% 10/20/61 (n)(r)

7,977,929

8,016,814

Series 2012-H01 Class FA, 0.8882% 11/20/61 (n)(r)

3,853,340

3,876,537

Series 2012-H03 Class FA, 0.8882% 1/20/62 (n)(r)

2,412,451

2,427,037

Series 2012-H06 Class FA, 0.8182% 1/20/62 (n)(r)

3,713,802

3,736,656

Series 2012-H07 Class FA, 0.8182% 3/20/62 (n)(r)

2,233,512

2,250,873

Series 2012-H23 Class WA, 0.7082% 10/20/62 (n)(r)

1,972,568

1,977,101

Series 2012-H26, Class CA, 0.7182% 7/20/60 (n)(r)

8,393,046

8,409,572

Series 2013-H07 Class BA, 0.5482% 3/20/63 (n)(r)

3,088,896

3,064,778

Series 2014-H03 Class FA, 0.7882% 1/20/64 (n)(r)

3,557,562

3,576,929

Series 2014-H05 Class FB, 0.7882% 12/20/63 (n)(r)

8,840,658

8,888,132

Series 2014-H11 Class BA, 0.6882% 6/20/64 (n)(r)

14,231,600

14,289,964

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2014-H20 Class BF, 0.6882% 9/20/64 (n)(r)

$ 45,507,119

$ 45,432,123

Series 2015-H13 Class FL, 0.4682% 5/20/63 (n)(r)

25,469,565

25,418,600

Series 2015-H19 Class FA, 0.393% 4/20/63 (n)(r)

23,700,000

23,655,563

planned amortization class:

Series 1993-13 Class PD, 6% 5/20/29

576,554

658,056

Series 1997-8 Class PE, 7.5% 5/16/27

242,407

286,190

Series 2011-136 Class WI, 4.5% 5/20/40 (o)

1,489,777

244,883

sequential payer Series 2004-24 Class ZM, 5% 4/20/34

2,348,217

2,601,424

Series 2004-32 Class GS, 6.3024% 5/16/34 (n)(o)(q)

354,374

76,792

Series 2004-73 Class AL, 7.0024% 8/17/34 (n)(o)(q)

426,172

82,363

Series 2007-35 Class SC, 39.0144% 6/16/37 (n)(q)

28,844

55,931

Series 2010-H10 Class FA, 0.519% 5/20/60 (n)(r)

2,445,477

2,434,013

Series 2012-76 Class GS, 6.5024% 6/16/42 (n)(o)(q)

1,443,066

301,234

Series 2012-97 Class JS, 6.0524% 8/16/42 (n)(o)(q)

4,573,075

784,352

Series 2013-124:

Class ES, 8.3963% 4/20/39 (n)(q)

4,142,567

4,818,231

Class ST, 8.5297% 8/20/39 (n)(q)

7,781,810

9,136,388

Series 2013-160 Class MS, 5.9973% 9/20/32 (n)(o)(q)

6,145,514

1,119,942

Series 2015-H13 Class HA, 2.5% 8/20/64 (r)

33,560,356

34,389,062

Series 2015-H17 Class HA, 2.5% 5/20/65 (r)

28,442,055

29,147,390

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (j)(r)

30,750,363

31,495,100

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (j)(r)

6,637,302

6,804,272

TOTAL U.S. GOVERNMENT AGENCY

429,373,477

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $561,302,341)


594,721,855

Commercial Mortgage Securities - 6.7%

 

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

180,000

201,179

Asset Securitization Corp.:

Series 1997-D4 Class B5, 7.525% 4/14/29

129,000

129,872

Series 1997-D5 Class PS1, 1.4464% 2/14/43 (n)(o)

456,274

5,710

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (h)(n)

$ 1,500,000

$ 1,470,703

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2005-4 Class AJ, 5.038% 7/10/45 (n)

254,963

254,820

Series 2006-2 Class A4, 5.7271% 5/10/45 (n)

17,625,794

17,815,553

Series 2006-3 Class A4, 5.889% 7/10/44

51,155,192

52,078,185

Series 2006-4 Class AM, 5.675% 7/10/46

1,000,000

1,034,448

Series 2006-6 Class A3, 5.369% 10/10/45

3,804,000

3,823,035

Series 2006-4 Class A1A, 5.617% 7/10/46 (n)

26,299,622

27,050,502

Series 2004-1 Class F, 5.279% 11/10/39 (h)

185,000

185,051

Series 2005-1 Class CJ, 5.3371% 11/10/42 (n)

175,766

175,573

Series 2005-5 Class D, 5.3247% 10/10/45 (n)

1,180,000

1,183,728

Series 2005-6 Class AJ, 5.1559% 9/10/47 (n)

300,000

301,608

Series 2006-6 Class E, 5.619% 10/10/45 (h)

1,098,000

122,411

Series 2007-2 Class A4, 5.6126% 4/10/49 (n)

8,292,000

8,634,567

Series 2007-3 Class A4, 5.5746% 6/10/49 (n)

20,967,320

21,956,977

Series 2008-1 Class D, 6.2584% 2/10/51 (h)(n)

125,000

95,414

Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49

6,743,694

7,053,028

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.4744% 12/25/33 (h)(n)

33,328

30,064

Series 2005-4A:

Class A2, 0.5894% 1/25/36 (h)(n)

788,356

700,667

Class B1, 1.5994% 1/25/36 (h)(n)

32,921

20,941

Class M1, 0.6494% 1/25/36 (h)(n)

254,309

206,031

Class M2, 0.6694% 1/25/36 (h)(n)

76,293

59,816

Class M3, 0.6994% 1/25/36 (h)(n)

111,419

83,999

Class M4, 0.8094% 1/25/36 (h)(n)

61,621

45,484

Class M5, 0.8494% 1/25/36 (h)(n)

61,621

45,238

Class M6, 0.8994% 1/25/36 (h)(n)

65,448

46,847

Series 2006-3A Class M4, 0.6294% 10/25/36 (h)(n)

32,221

3,308

Series 2007-1 Class A2, 0.4694% 3/25/37 (h)(n)

527,262

441,664

Series 2007-2A:

Class A1, 0.4694% 7/25/37 (h)(n)

541,279

461,786

Class A2, 0.5194% 7/25/37 (h)(n)

505,752

416,077

Class M1, 0.5694% 7/25/37 (h)(n)

177,592

135,918

Class M2, 0.6094% 7/25/37 (h)(n)

97,043

68,317

Class M3, 0.6894% 7/25/37 (h)(n)

74,751

43,833

Series 2007-3:

Class A2, 0.4894% 7/25/37 (h)(n)

483,895

394,167

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M1, 0.5094% 7/25/37 (h)(n)

$ 105,098

$ 81,257

Class M2, 0.5394% 7/25/37 (h)(n)

112,645

80,894

Class M3, 0.5694% 7/25/37 (h)(n)

177,501

78,035

Class M4, 0.6994% 7/25/37 (h)(n)

278,704

81,819

Class M5, 0.7994% 7/25/37 (h)(n)

133,533

26,213

Series 2007-4A Class M1, 1.1494% 9/25/37 (h)(n)

190,162

36,301

Series 2006-3A, Class IO, 0% 10/25/36 (h)(n)(o)

5,108,763

1

Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(n)(o)

4,852,783

15,441

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.43% 3/11/39 (n)

450,000

454,935

Bear Stearns Commercial Mortgage Securities Trust:

sequential payer:

Series 2006-PW14 Class AM, 5.243% 12/11/38

600,000

624,806

Series 2006-T22 Class AJ, 5.5924% 4/12/38 (n)

400,000

408,402

Series 2007-PW16 Class A4, 5.7053% 6/11/40 (n)

1,112,000

1,175,544

Series 1999-C1 Class I, 5.64% 2/14/31 (h)

107,279

106,292

Series 2006-T22:

Class A4, 5.5924% 4/12/38 (n)

166,540

167,970

Class B, 5.5924% 4/12/38 (h)(n)

200,000

207,422

Series 2007-PW18 Class X2, 0.3003% 6/11/50 (h)(n)(o)

87,557,706

91,760

Series 2007-T28 Class X2, 0.1359% 9/11/42 (h)(n)(o)

54,532,420

5,999

Beckman Coulter, Inc. sequential payer Series 2000-A Class A, 7.4975% 12/15/18 (h)

724,139

773,609

BLCP Hotel Trust:

floater Series 2014-CLRN Class F, 3.2316% 8/15/29 (h)(n)

832,000

804,016

Series 2014-CLMZ Class M, 5.9255% 8/15/29 (h)(n)

1,665,702

1,654,329

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.9476% 8/15/26 (h)(n)

700,000

699,389

BWAY Mortgage Trust Series 2015-1740 Class E, 3.8241% 1/13/35 (h)(n)

1,000,000

964,051

C-BASS Trust floater Series 2006-SC1 Class A, 0.4694% 5/25/36 (h)(n)

304,743

289,950

Carefree Portfolio Trust floater:

Series 2014-CARE:

Class E, 4.198% 11/15/19 (h)(n)

1,574,000

1,582,622

Class F, 2.7817% 11/15/19 (h)(n)

119,000

116,162

Series 2014-CMZA Class MZA, 6.1745% 11/15/19 (h)(n)

1,537,000

1,534,947

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Carefree Portfolio Trust 2014-Car floater Series 2014-CMZB Class MZB, 7.9199% 11/15/29 (h)(n)

$ 1,158,000

$ 1,155,600

CDGJ Commercial Mortgage Trust Series 2014-BXCH:

Class A, 1.5873% 12/15/27 (h)(n)

19,500,000

19,469,619

Class DPA, 3.1976% 12/15/27 (h)(n)

6,164,000

6,151,968

CFCRE Commercial Mortgage Trust Series 2011-C2 Class B, 5.5743% 12/15/47 (h)(n)

750,000

849,273

CG-CCRE Commercial Mortgage Trust:

Series 2014-FL1:

Class YTC2, 2.6745% 6/15/31 (h)(n)

511,000

492,718

Class YTC3, 2.6745% 6/15/31 (h)(n)

184,000

174,962

Series 2014-FL1, 2.6745% 6/15/31 (h)(n)

511,000

498,730

CGBAM Commercial Mortgage Trust Series 2015-SMRT Class F, 3.7859% 4/10/28 (h)(n)

902,000

857,869

Chase Commercial Mortgage Securities Corp.:

Series 1998-1 Class H, 6.34% 5/18/30 (h)

800,000

839,749

Series 1998-2 Class J, 6.39% 11/18/30 (h)

487,111

438,161

Citigroup Commercial Mortgage Trust:

Series 2013-GC15 Class D, 5.1051% 9/10/46 (h)(n)

1,010,000

982,380

Series 2015-SHP2 Class E, 4.535% 7/15/27 (h)(n)

1,239,000

1,236,100

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer:

Series 2006-CD3 Class A5, 5.617% 10/15/48

8,179,818

8,409,163

Series 2007-CD4:

Class A3, 5.293% 12/11/49

172,969

173,873

Class A4, 5.322% 12/11/49

31,258,000

32,322,272

Series 2005-CD1 Class AJ, 5.2018% 7/15/44 (n)

500,000

499,462

Claregold Trust Series 2007-2A:

Class F, 5.01% 5/15/44 (h)(n)

CAD

138,000

104,063

Class G, 5.01% 5/15/44 (h)(n)

CAD

30,000

22,212

Class H, 5.01% 5/15/44 (h)(n)

CAD

20,000

14,457

Class J, 5.01% 5/15/44 (h)(n)

CAD

20,000

13,890

Class K, 5.01% 5/15/44 (h)(n)

CAD

10,000

6,808

Class L, 5.01% 5/15/44 (h)(n)

CAD

36,000

23,563

Class M, 5.01% 5/15/44 (h)(n)

CAD

165,000

101,880

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (n)

2,125,000

2,064,238

COMM Mortgage Trust:

floater Series 2014-PAT Class E, 3.336% 8/13/27 (h)(n)

735,000

727,228

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

1,410,000

1,123,606

Series 2012-CR5 Class D, 4.3356% 12/10/45 (h)(n)

740,000

743,849

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2013-CR10:

Class C, 4.7925% 8/10/46 (h)(n)

$ 270,000

$ 278,724

Class D, 4.7925% 8/10/46 (h)(n)

790,000

743,386

Series 2013-CR12 Class D, 5.0847% 10/10/46 (h)(n)

1,680,000

1,655,826

Series 2013-CR9:

Class C, 4.2581% 7/10/45 (h)(n)

525,000

526,183

Class D, 4.2581% 7/10/45 (h)(n)

756,000

709,490

Series 2013-LC6 Class D, 4.2865% 1/10/46 (h)(n)

1,109,000

1,044,351

Series 2014-CR15 Class D, 4.7657% 2/10/47 (h)(n)

258,000

249,179

Series 2014-CR17 Class D, 4.7994% 5/10/47 (h)(n)

567,000

535,956

Series 2014-UBS2 Class D, 5.0154% 3/10/47 (h)(n)

844,000

797,880

Series 2015-3BP Class F, 3.2384% 2/10/35 (h)(n)

1,000,000

876,537

Series 2015-CR23 Class CME, 3.6845% 5/10/48 (h)(n)

483,000

443,848

COMM Mortgage Trust pass-thru certificates:

floater Series 2005-F10A Class J, 1.0476% 4/15/17 (h)(n)

126,140

126,169

sequential payer Series 2006-C7 Class A1A, 5.7386% 6/10/46 (n)

2,335,546

2,396,691

Series 2005-LP5 Class F, 4.9795% 5/10/43 (h)(n)

1,290,000

1,302,585

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

1,275,189

1,227,269

Commercial Mortgage Asset Trust Series 1999-C2 Class H, 6% 11/17/32

623,315

660,148

Commercial Mortgage Trust pass-thru certificates:

Series 2012-CR1:

Class C, 5.3592% 5/15/45 (n)

850,000

921,955

Class D, 5.3592% 5/15/45 (h)(n)

1,510,000

1,546,614

Series 2012-CR2:

Class E, 4.8572% 8/15/45 (h)(n)

1,727,000

1,696,629

Class F, 4.25% 8/15/45 (h)

1,418,000

1,286,981

Series 2012-LC4:

Class C, 5.6452% 12/10/44 (n)

260,000

287,285

Class D, 5.6452% 12/10/44 (h)(n)

1,143,000

1,203,828

Series 2014-CR2 Class G, 4.25% 8/15/45 (h)

403,000

317,407

Core Industrial Trust:

Series 2015-CALW Class G, 3.8504% 2/10/34 (h)(n)

544,000

497,418

Series 2015-WEST Class F, 4.2268% 2/10/37 (h)(n)

731,000

645,605

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2007-C2 Class A2, 5.448% 1/15/49 (n)

27,691

27,691

Series 2007-C3 Class A4, 5.6993% 6/15/39 (n)

16,762,633

17,570,408

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Credit Suisse Commercial Mortgage Trust: - continued

Series 2007-C5 Class A4, 5.695% 9/15/40 (n)

$ 1,722,000

$ 1,818,079

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1:

Class F, 6% 5/17/40 (h)

1,212,440

1,289,831

Class H, 6% 5/17/40 (h)

90,315

75,213

Series 1998-C2:

Class F, 6.75% 11/15/30 (h)

499,779

512,111

Class G, 6.75% 11/15/30 (h)

180,000

190,863

Series 2001-CKN5 Class AX, 0% 9/15/34 (h)(n)(o)

2,730

0

Series 2002-CKP1 Class KZ, 6.294% 12/15/35 (h)(n)

140,650

141,253

CSMC Series 2015-TOWN:

Class B, 2.0976% 3/15/17 (h)(n)

3,043,000

3,022,405

Class C, 2.4476% 3/15/17 (h)(n)

2,964,000

2,944,035

Class D, 3.3976% 3/15/17 (h)(n)

4,485,000

4,447,873

Class E, 4.336% 3/15/17 (h)(n)

20,318,000

20,139,263

CSMC Trust floater Series 2015-DEAL:

Class E, 4.198% 4/15/29 (h)(n)

724,000

716,966

Class F, 4.948% 4/15/29 (h)(n)

1,453,000

1,439,041

DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (h)(n)

967,000

905,463

DBUBS Mortgage Trust Series 2011-LC1A:

Class D, 5.5569% 11/10/46 (h)(n)

500,000

547,023

Class E, 5.5569% 11/10/46 (h)(n)

1,332,000

1,437,385

Class F, 5.5569% 11/10/46 (h)(n)

1,560,000

1,554,691

Class G, 4.652% 11/10/46 (h)

1,654,000

1,433,581

Class XB, 0.2464% 11/10/46 (h)(n)(o)

20,920,000

308,967

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

1,000,000

1,002,424

First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust sequential payer Series 1998-C2 Class G, 7% 11/18/35 (h)(n)

23,852

23,797

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (n)

416,659

415,720

pass-thru certificates:

Series K011 Class X3, 2.5753% 12/25/43 (n)(o)

1,640,000

201,549

Series K012 Class X3, 2.287% 1/25/41 (n)(o)

1,799,999

199,348

Series K013 Class X3, 2.8069% 1/25/43 (n)(o)

820,000

110,965

sequential payer:

Series K033 Class A2, 3.06% 7/25/23

23,417,768

24,087,149

Series K034 Class A2, 3.531% 7/25/23

20,251,185

21,448,172

Series K035 Class A2, 3.458% 8/25/23

2,961,000

3,118,602

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac: - continued

Series K032 Class A2, 3.31% 5/25/23

$ 4,715,000

$ 4,936,150

Series K036 Class A2, 3.527% 10/25/23

7,763,000

8,205,755

Series K047 Class A2, 3.329% 5/25/25

17,400,000

18,047,141

Series KAIV Class X2, 3.6147% 6/25/46 (n)(o)

420,000

74,622

Freddie Mac Multi-family Strutured Pass-thru Certificates sequential payer Series K038 Class A2, 3.389% 3/25/24

4,722,000

4,934,721

FREMF Mortgage Trust:

Series 2010-K9 Class B, 5.1937% 9/25/45 (h)(n)

1,290,000

1,416,967

Series 2011-K10 Class B, 4.6215% 11/25/49 (h)(n)

240,000

257,267

Series 2011-K11 Class B, 4.4209% 12/25/48 (h)(n)

750,000

797,774

GAHR Commercial Mortgage Trust Series 2015-NRF:

Class BFX, 3.3822% 12/15/19 (h)(n)

18,910,000

18,965,749

Class CFX, 3.4949% 12/15/19 (h)(n)

14,152,000

13,945,292

Class DFX, 3.3822% 12/15/19 (h)(n)

11,994,000

11,679,349

Class EFX, 3.3822% 12/15/19 (h)(n)

1,500,000

1,402,278

Class FFX, 3.3822% 12/15/19 (h)(n)

383,000

351,176

GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (n)

60,372

60,356

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

42,220,000

43,752,544

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C1 Class H, 6.6% 7/15/29

405,110

362,225

Series 1997-C2 Class G, 6.75% 4/15/29 (n)

215,232

227,426

Series 1999-C2I Class K, 6.481% 9/15/33

835,000

756,193

Series 1999-C3 Class K, 6.974% 8/15/36 (h)

2,645

2,620

GP Portfolio Trust Series 2014-GPP:

Class D, 2.938% 2/15/27 (h)(n)

291,000

289,847

Class E, 4.0373% 2/15/27 (h)(n)

378,000

376,173

Greenwich Capital Commercial Funding Corp.:

sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

15,541,635

16,217,401

Series 2006-GG7 Class A4, 5.8187% 7/10/38 (n)

45,337,123

46,013,144

GS Mortgage Securities Corp. II:

Series 2006-GG6 Class A4, 5.553% 4/10/38 (n)

6,458,463

6,466,058

Series 2010-C1:

Class D, 6.0843% 8/10/43 (h)(n)

1,255,000

1,358,143

Class E, 4% 8/10/43 (h)

1,240,000

1,142,381

Class F, 4% 8/10/43 (h)

894,000

756,302

Class X, 1.4847% 8/10/43 (h)(n)(o)

5,136,803

298,474

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

GS Mortgage Securities Trust:

floater Series 2014-GSFL Class A, 1.1873% 7/15/31 (h)(n)

$ 614,960

$ 613,139

sequential payer Series 2006-GG8 Class A4, 5.56% 11/10/39

17,702,100

18,239,553

Series 2010-C2:

Class D, 5.2456% 12/10/43 (h)(n)

720,000

761,053

Class XA, 0.6486% 12/10/43 (h)(n)(o)

3,860,847

27,926

Series 2011-GC5:

Class C, 5.3081% 8/10/44 (h)(n)

1,050,000

1,137,595

Class D, 5.3081% 8/10/44 (h)(n)

480,000

494,415

Class E, 5.3081% 8/10/44 (h)(n)

210,000

205,187

Class F, 4.5% 8/10/44 (h)

1,020,000

842,850

Series 2012-GC6:

Class D, 5.6315% 1/10/45 (h)(n)

861,000

885,730

Class E, 5% 1/10/45 (h)(n)

412,000

380,231

Series 2012-GC6I Class F, 5% 1/10/45 (n)

390,000

322,150

Series 2012-GCJ7:

Class C, 5.7229% 5/10/45 (n)

630,000

690,673

Class D, 5.7229% 5/10/45 (h)(n)

1,054,000

1,080,186

Class E, 5% 5/10/45 (h)

1,311,000

1,199,529

Class F, 5% 5/10/45 (h)

2,079,000

1,682,309

Series 2012-GCJ9:

Class D, 4.8533% 11/10/45 (h)(n)

1,170,000

1,133,200

Class E, 4.8533% 11/10/45 (h)(n)

1,290,000

1,142,338

Series 2013-GC10 Class D, 4.4138% 2/10/46 (h)(n)

740,000

695,187

Series 2013-GC12 Class D, 4.4768% 6/10/46 (h)(n)

219,000

205,177

Series 2013-GC13 Class D, 4.0697% 7/10/46 (h)(n)

1,543,000

1,393,132

Series 2013-GC16:

Class C, 5.3156% 11/10/46 (n)

662,844

711,006

Class D, 5.3156% 11/10/46 (h)(n)

967,000

939,589

Class F, 3.5% 11/10/46 (h)

999,000

758,793

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.438% 7/15/29 (h)(n)

617,000

619,841

Series 2013-HLT:

Class CFX, 3.7141% 11/5/30 (h)

2,450,000

2,444,632

Class DFX, 4.4065% 11/5/30 (h)

23,706,000

23,758,945

Class EFX, 4.4533% 11/5/30 (h)(n)

2,000,000

2,005,760

Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class F, 3.6756% 11/15/29 (h)(n)

406,000

392,842

JPMBB Commercial Mortgage Securities Trust:

Series 2014-C22 Class D, 4.5612% 9/15/47 (h)(n)

525,000

457,731

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMBB Commercial Mortgage Securities Trust: - continued

Series 2015-C31 Class ASB, 3.5373% 8/15/48

$ 30,200,000

$ 31,145,275

JPMorgan Chase Commercial Mortgage Securities Corp.:

floater Series 2011-CCHP Class E, 5.15% 7/15/28 (h)(n)

500,000

501,940

sequential payer Series 2010-CNTR Class A2, 4.311% 8/5/32 (h)

440,000

473,471

Series 2003-C1:

Class D, 5.192% 1/12/37

12,581

12,563

Class F, 5.6404% 1/12/37 (h)(n)

250,000

246,250

Series 2009-IWST:

Class C, 7.4453% 12/5/27 (h)(n)

380,000

447,928

Class D, 7.4453% 12/5/27 (h)(n)

1,885,000

2,217,094

Series 2010-CNTR Class D, 6.1838% 8/5/32 (h)(n)

695,000

793,396

Series 2012-CBX:

Class C, 5.2386% 6/15/45 (n)

250,000

263,891

Class D, 5.2386% 6/16/45 (h)(n)

690,000

706,106

Class E, 5.2386% 6/15/45 (h)(n)

620,000

607,380

Class F, 4% 6/15/45 (h)

820,000

732,380

Class G 4% 6/15/45 (h)

1,079,000

770,533

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2006-FL2A:

Class E, 0.4776% 11/15/18 (h)(n)

137,659

134,947

Class F, 0.5276% 11/15/18 (h)(n)

380,931

366,233

Class G, 0.5576% 11/15/18 (h)(n)

330,997

316,800

Class H, 0.6976% 11/15/18 (h)(n)

254,476

243,031

Class J, 0.8476% 11/15/18 (h)(n)

257,928

245,844

Series 2014-BXH:

Class A, 1.0976% 4/15/27 (h)(n)

3,000,000

2,993,256

Class C, 1.8476% 4/15/27 (h)(n)

4,460,000

4,451,731

Class D, 2.4476% 4/15/27 (h)(n)

9,517,000

9,485,956

Series 2014-FBLU Class E, 3.6873% 12/15/28 (h)(n)

1,058,000

1,052,710

Series 2014-INN:

Class E, 3.798% 6/15/29 (h)(n)

683,000

680,107

Class F, 4.198% 6/15/29 (h)(n)

1,006,000

989,645

sequential payer:

Series 2006-CB16:

Class A1A, 5.546% 5/12/45

15,065,112

15,490,098

Class A4, 5.552% 5/12/45

5,665,501

5,761,508

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

$ 7,203,918

$ 7,424,314

Series 2006-LDP8 Class A1A, 5.397% 5/15/45

5,645,570

5,811,132

Series 2006-LDP9 Class A3, 5.336% 5/15/47

9,000,176

9,320,420

Series 2007-CB18 Class A4, 5.44% 6/12/47

2,362,745

2,458,961

Series 2007-CB19 Class A4, 5.695% 2/12/49 (n)

12,396,984

13,058,979

Series 2007-LD11 Class A4, 5.7743% 6/15/49 (n)

29,428,107

30,984,324

Series 2007-LDPX Class A3, 5.42% 1/15/49

23,975,987

25,007,266

Series 2004-CBX Class D, 5.097% 1/12/37 (n)

170,000

169,307

Series 2004-LN2 Class D, 5.3433% 7/15/41 (n)

420,000

357,085

Series 2005-LDP2 Class C, 4.911% 7/15/42 (n)

660,000

661,664

Series 2005-LDP5 Class AJ, 5.3599% 12/15/44 (n)

360,000

363,020

Series 2006-LDP7 Class A4, 5.9047% 4/15/45 (n)

11,598,929

11,794,266

Series 2007-LDP10 Class CS, 5.466% 1/15/49 (n)

110,240

345

Series 2011-C3 Class J, 4.409% 2/15/46 (h)(n)

106,000

89,241

Series 2011-C4:

Class E, 5.4158% 7/15/46 (h)(n)

1,130,000

1,168,293

Class F, 3.873% 7/15/46 (h)

105,000

96,463

Class H, 3.873% 7/15/46 (h)

672,000

549,678

Class NR, 3.873% 7/15/46 (h)

385,000

254,142

Class TAC2, 7.99% 7/15/46 (h)

671,000

709,877

Series 2011-C5:

Class B. 5.3229% 8/15/46 (h)(n)

1,140,000

1,260,607

Class C, 5.3229% 8/15/46 (h)(n)

1,102,648

1,189,079

Series 2013-LC11:

Class C, 3.9582% 4/15/46 (n)

1,115,000

1,082,208

Class D, 4.2392% 4/15/46 (n)

1,430,000

1,313,642

Class F, 3.25% 4/15/46 (h)(n)

1,682,000

1,208,863

Series 2014-DSTY:

Class D, 3.8046% 6/10/27 (h)(n)

816,000

795,902

Class E, 3.8046% 6/10/27 (h)(n)

1,156,000

1,084,292

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 6.0965% 7/15/44 (n)

21,263,403

22,500,996

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C7 Class AJ, 5.323% 11/15/40 (n)

1,254,286

1,256,377

Series 2006-C6:

Class A4, 5.372% 9/15/39

855,696

879,626

Class AM, 5.413% 9/15/39

1,500,000

1,554,450

Series 2006-C7:

Class A2, 5.3% 11/15/38

595,713

599,313

Class AM, 5.378% 11/15/38

160,000

165,488

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A4, 5.424% 2/15/40

$ 16,273,684

$ 16,935,469

Series 2007-C2 Class A3, 5.43% 2/15/40

3,230,362

3,377,085

Series 2004-C2 Class G, 4.595% 3/15/36 (h)(n)

186,455

186,521

Series 2005-C1 Class E, 4.924% 2/15/40

317,127

317,153

Series 2005-C7 Class C, 5.35% 11/15/40 (n)

1,016,000

1,021,050

Series 2006-C1 Class AM, 5.217% 2/15/31 (n)

6,847,000

6,904,871

Series 2006-C4:

Class AJ, 5.8521% 6/15/38 (n)

1,060,000

1,083,970

Class AM, 5.8521% 6/15/38 (n)

500,000

514,576

Series 2007-C6 Class A4, 5.858% 7/15/40 (n)

1,870,177

1,949,738

Series 2007-C7 Class A3, 5.866% 9/15/45

12,747,748

13,733,506

LSTAR Commercial Mortgage Trust:

Series 2011-1 Class D, 5.4769% 6/25/43 (h)(n)

67,004

66,951

Series 2014-2:

Class D, 5.0498% 1/20/41 (h)(n)

256,000

241,516

Class E, 5.0498% 1/20/41 (h)(n)

400,000

336,046

Mach One Trust LLC Series 2004-1A Class H, 6.0869% 5/28/40 (h)(n)

115,481

115,562

Merrill Lynch Financial Asset, Inc. Series 2006-CA20 Class E, 5.3906% 10/12/39 (h)(n)

CAD

320,000

244,593

Merrill Lynch Mortgage Investors Trust Series 1997-C2 Class F, 6.25% 12/10/29 (n)

183,308

183,218

Merrill Lynch Mortgage Trust:

Series 05-LC1 Class AJ, 5.3621% 1/12/44 (n)

220,000

221,689

Series 2005-LC1 Class F, 5.4161% 1/12/44 (h)(n)

1,655,000

1,633,424

Series 2006-C1:

Class AJ, 5.6761% 5/12/39 (n)

530,000

533,216

Class AM, 5.6761% 5/12/39 (n)

100,000

102,190

Series 2007-C1 Class A4, 5.8347% 6/12/50 (n)

9,429,517

9,840,823

Series 2008-C1 Class A4, 5.69% 2/12/51

2,936,477

3,128,152

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2006-4:

Class A3, 5.172% 12/12/49 (n)

778,304

803,053

Class ASB, 5.133% 12/12/49 (n)

111,340

111,588

Series 2007-5 Class A4, 5.378% 8/12/48

17,767,087

18,475,265

Series 2007-6 Class A4, 5.485% 3/12/51 (n)

14,650,000

15,351,457

Series 2007-7 Class A4, 5.7429% 6/12/50 (n)

6,223,318

6,587,805

Series 2006-1 Class AM, 5.5154% 2/12/39 (n)

5,120,000

5,182,131

Series 2007-6 Class B, 5.635% 3/12/51 (n)

1,902,000

594,617

Series 2007-8 Class A3, 5.8811% 8/12/49 (n)

1,640,000

1,745,567

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley BAML Trust:

sequential payer Series 2014-C18 Class 300E, 4.6896% 8/15/31 (h)

$ 750,000

$ 675,225

Series 2012-C6 Class D, 4.8133% 11/15/45 (h)(n)

1,357,000

1,382,240

Series 2013-C12 Class D, 4.767% 10/15/46 (h)(n)

1,000,000

971,250

Series 2013-C13:

Class D, 4.8945% 11/15/46 (h)(n)

1,019,000

992,175

Class E, 4.8945% 11/15/46 (h)(n)

887,000

797,878

Series 2013-C7:

Class D, 4.2973% 2/15/46 (h)(n)

810,000

777,148

Class E, 4.2973% 2/15/46 (h)(n)

340,000

305,162

Series 2013-C8 Class D, 4.17% 12/15/48 (h)(n)

400,000

372,432

Series 2013-C9:

Class C, 4.2082% 5/15/46 (n)

620,000

609,774

Class D, 4.1578% 5/15/46 (h)(n)

1,740,000

1,621,161

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.398% 7/15/19 (h)(n)

357,716

357,966

Class J, 0.6155% 7/15/19 (h)(n)

335,939

335,105

Series 2007-XLFA:

Class D, 0.374% 10/15/20 (h)(n)

633,568

631,626

Class E, 0.4355% 10/15/20 (h)(n)

834,661

829,265

Class F, 0.4855% 10/15/20 (h)(n)

500,899

497,723

Class G, 0.5255% 10/15/20 (h)(n)

619,188

614,482

Class H, 0.6155% 10/15/20 (h)(n)

389,758

379,000

Class J, 0.7655% 10/15/20 (h)(n)

225,021

207,559

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

620,000

643,794

Series 2007-HQ11 Class A31, 5.439% 2/12/44

104,322

104,222

Series 2012-C4 Class E, 5.5247% 3/15/45 (h)(n)

1,210,000

1,248,725

Series 1997-RR Class F, 7.4369% 4/30/39 (h)(n)

63,561

63,796

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

207,862

208,710

Series 1999-WF1:

Class N, 5.91% 11/15/31 (h)

210,000

209,561

Class O, 5.91% 11/15/31 (h)

166,077

137,242

Series 2004-IQ7 Class E, 5.1708% 6/15/38 (h)(n)

74,602

76,329

Series 2006-IQ11 Class A4, 5.7068% 10/15/42 (n)

334,934

335,997

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

719,000

750,874

Series 2007-IQ14 Class A4, 5.692% 4/15/49

89,155,000

93,458,423

Series 2011-C1:

Class C, 5.3313% 9/15/47 (h)(n)

970,000

1,062,944

Class D, 5.3313% 9/15/47 (h)(n)

1,760,000

1,896,872

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley Capital I Trust: - continued

Series 2011-C1:

Class E, 5.3313% 9/15/47 (h)(n)

$ 573,100

$ 588,828

Series 2011-C2:

Class D, 5.3029% 6/15/44 (h)(n)

580,000

619,591

Class E, 5.3029% 6/15/44 (h)(n)

600,000

629,740

Class F, 5.3029% 6/15/44 (h)(n)

550,000

536,782

Class XB, 0.4584% 6/15/44 (h)(n)(o)

9,001,008

234,854

Series 2011-C3:

Class C, 5.1784% 7/15/49 (h)(n)

1,000,000

1,078,789

Class D, 5.1784% 7/15/49 (h)(n)

1,130,000

1,200,615

Class E, 5.1784% 7/15/49 (h)(n)

400,000

420,752

Class G, 5.1784% 7/15/49 (h)(n)

924,000

822,421

Series 2012-C4:

Class D, 5.7088% 3/15/45 (h)(n)

330,000

352,966

Class F, 3.07% 3/15/45 (h)

623,000

522,362

Series 2015-MS1:

Class C, 4.1633% 5/15/48 (n)

734,000

665,939

Class D, 4.163% 5/15/48 (h)

437,000

355,947

Morgan Stanley Dean Witter Capital I Trust Series 2001-TOP3 Class E, 7.5079% 7/15/33 (h)(n)

150,000

167,549

Motel 6 Trust Series 2015-MTL6:

Class E, 5.2785% 2/5/30 (h)

1,571,000

1,534,715

Class F, 5% 2/5/30 (h)

499,000

481,653

NationsLink Funding Corp. Series 1999-LTL1:

Class C, 7.399% 1/22/26 (h)

273,000

282,582

Class D, 6.45% 1/22/26 (h)

740,731

798,495

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

1,005,147

1,275,229

Real Estate Asset Liquidity Trust:

Series 2006-2:

Class F, 4.456% 9/12/38

CAD

107,000

82,528

Class G, 4.456% 9/12/38

CAD

54,000

41,175

Class H, 4.456% 9/12/38

CAD

36,000

26,730

Class J, 4.456% 9/12/38

CAD

36,000

25,958

Class K, 4.456% 9/12/38

CAD

18,000

12,583

Class L, 4.456% 9/12/38

CAD

26,000

17,137

Class M, 4.456% 9/12/38

CAD

104,391

63,371

Series 2007-1:

Class F, 4.57% 4/12/23

CAD

126,000

97,360

Class G, 4.57% 4/12/23

CAD

42,000

32,206

Class H, 4.57% 4/12/23

CAD

42,000

31,962

Class J, 4.57% 4/12/23

CAD

42,000

31,720

Class K, 4.57% 4/12/23

CAD

21,000

15,740

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Real Estate Asset Liquidity Trust: - continued

Series 2007-1:

Class L, 4.57% 4/12/23

CAD

63,000

$ 46,865

Class M, 4.57% 4/12/23

CAD

155,242

100,926

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)

247,956

78,414

SCG Trust Series 2013-SRP1 Class D, 3.531% 11/15/26 (h)(n)

1,330,000

1,329,557

Starwood Retail Property Trust Series 2014-STAR Class D, 3.4476% 11/15/27 (h)(n)

794,000

789,385

TIAA Seasoned Commercial Mortgage Trust:

sequential payer Series 2007-C4 Class AJ, 5.4769% 8/15/39 (n)

118,718

119,103

Series 2007-C4 Class F, 5.4769% 8/15/39 (n)

820,000

781,449

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

270,000

276,460

UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5422% 5/10/45 (h)(n)

1,197,000

1,253,996

UBS-BAMLL Trust:

Series 12-WRM Class D, 4.238% 6/10/30 (h)(n)

310,000

300,234

Series 2012-WRM Class E, 4.238% 6/10/30 (h)(n)

970,000

912,401

VNO Mortgage Trust Series 2012-6AVE Class D, 3.3372% 11/15/30 (h)(n)

1,299,000

1,246,776

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

180,000

206,013

Wachovia Bank Commercial Mortgage Trust:

floater Series 2006-WL7A Class J, 0.7976% 9/15/21 (h)(n)

395,545

375,604

sequential payer:

Series 2006-C29 Class A1A, 5.297% 11/15/48

8,076,675

8,413,812

Series 2007-C30 Class A5, 5.342% 12/15/43

24,454,000

25,445,282

Series 2007-C31 Class A4, 5.509% 4/15/47

52,563,000

53,619,674

Series 2007-C32 Class A3, 5.7146% 6/15/49 (n)

40,608,000

42,723,380

Series 2007-C33:

Class A4, 5.9507% 2/15/51 (n)

31,834,336

33,267,677

Class A5, 5.9507% 2/15/51 (n)

19,259,000

20,679,736

Series 2004-C11:

Class D, 5.1404% 1/15/41 (n)

360,000

365,255

Class E, 5.1904% 1/15/41 (n)

327,000

331,357

Series 2005-C22 Class B, 5.3736% 12/15/44 (n)

4,218,000

4,196,594

Series 2006-C23 Class A5, 5.416% 1/15/45 (n)

7,870,000

7,923,673

Series 2006-C27 Class A1A, 5.749% 7/15/45 (n)

21,703,452

22,312,712

Series 2007-C31 Class C, 5.6711% 4/15/47 (n)

522,000

506,986

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Wells Fargo Commercial Mortgage Trust:

Series 2010-C1 Class XB, 0.5751% 11/15/43 (h)(n)(o)

$ 20,614,217

$ 558,006

Series 2012-LC5:

Class C, 4.693% 10/15/45 (n)

569,000

587,615

Class D, 4.7772% 10/15/45 (h)(n)

1,621,000

1,605,471

Series 2013-LC12 Class C, 4.3013% 7/15/46 (n)

600,000

597,456

Series 2015-SG1 Class ASB, 3.381% 12/15/47

9,000,000

9,280,949

WF-RBS Commercial Mortgage Trust:

sequential payer Series 2011-C4I Class G, 5% 6/15/44 (h)

325,000

270,050

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

360,000

386,167

Class D, 5.549% 3/15/44 (h)(n)

800,000

854,287

Class E, 5% 3/15/44 (h)

890,000

856,920

Class F, 5% 3/15/44 (h)

693,000

570,839

Series 2011-C4:

Class D, 5.2658% 6/15/44 (h)(n)

408,000

436,609

Class E, 5.2658% 6/15/44 (h)(n)

439,432

458,950

Series 2011-C5:

Class C, 5.6346% 11/15/44 (h)(n)

260,000

285,216

Class D, 5.6346% 11/15/44 (h)(n)

600,000

656,164

Class E, 5.6346% 11/15/44 (h)(n)

1,410,000

1,503,088

Class F, 5.25% 11/15/44 (h)(n)

933,000

903,371

Class G, 5.25% 11/15/44 (h)(n)

329,000

290,030

Class XA, 1.9616% 11/15/44 (h)(n)(o)

4,923,294

389,255

Series 2012-C10:

Class D, 4.4569% 12/15/45 (h)(n)

422,000

404,640

Class E, 4.4569% 12/15/45 (h)(n)

1,190,000

1,040,947

Class F, 4.4569% 12/15/45 (h)(n)

1,726,000

1,359,158

Series 2012-C6 Class D, 5.5612% 4/15/45 (h)(n)

540,000

558,332

Series 2012-C7:

Class C, 4.8388% 6/15/45 (n)

1,270,000

1,330,428

Class E, 4.8388% 6/15/45 (h)(n)

2,501,000

2,482,220

Class F, 4.5% 6/15/45 (h)

357,000

328,195

Class G, 4.5% 6/15/45 (h)

1,076,000

822,541

Series 2012-C8 Class D, 4.8753% 8/15/45 (h)(n)

650,000

680,150

Series 2013-C11:

Class D, 4.1805% 3/15/45 (h)(n)

870,000

829,203

Class E, 4.1805% 3/15/45 (h)(n)

1,750,000

1,489,002

Series 2013-C13 Class D, 4.1386% 5/15/45 (h)(n)

600,000

563,078

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

WFCG Commercial Mortgage Trust floater Series 2015-BXRP:

Class F, 3.9179% 11/15/29 (h)(n)

$ 1,054,900

$ 1,043,394

Class G, 3.2176% 11/15/29 (h)(n)

164,703

152,834

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,348,981,101)


1,364,361,739

Municipal Securities - 1.5%

 

California Gen. Oblig.:

Series 2009, 7.35% 11/1/39

2,650,000

3,677,458

7.3% 10/1/39

18,415,000

25,490,780

7.5% 4/1/34

9,105,000

12,691,368

7.6% 11/1/40

12,540,000

18,395,177

7.625% 3/1/40

5,410,000

7,793,862

Chicago Gen. Oblig.:

(Taxable Proj.):

Series 2008 B, 5.63% 1/1/22

2,410,000

2,337,748

Series 2010 C1, 7.781% 1/1/35

13,950,000

14,170,829

Series 2012 B, 5.432% 1/1/42

3,285,000

2,647,119

6.314% 1/1/44

19,560,000

17,022,677

Illinois Gen. Oblig.:

Series 2003:

4.35% 6/1/18

8,770,000

9,013,806

4.95% 6/1/23

16,725,000

17,003,639

5.1% 6/1/33

63,045,000

58,497,564

Series 2010 5, 6.2% 7/1/21

6,680,000

7,318,742

Series 2010-1, 6.63% 2/1/35

11,945,000

12,294,272

Series 2010-3:

5.547% 4/1/19

330,000

354,661

6.725% 4/1/35

17,810,000

18,434,953

7.35% 7/1/35

8,165,000

8,753,125

Series 2011:

4.961% 3/1/16

1,035,000

1,052,347

5.365% 3/1/17

395,000

408,549

5.665% 3/1/18

13,360,000

14,287,718

5.877% 3/1/19

44,605,000

48,723,826

Municipal Securities - continued

 

Principal Amount (e)

Value

Illinois Gen. Oblig.: - continued

Series 2013:

2.69% 12/1/17

$ 3,365,000

$ 3,352,583

3.14% 12/1/18

3,490,000

3,487,662

TOTAL MUNICIPAL SECURITIES

(Cost $310,397,367)


307,210,465

Foreign Government and Government Agency Obligations - 1.1%

 

Arab Republic 5.875% 6/11/25 (h)

380,000

367,232

Argentine Republic:

7% 10/3/15

300,000

299,800

7% 4/17/17

21,130,000

20,081,130

8.28% 12/31/33

525,764

538,908

8.75% 6/2/17

1,645,000

1,657,319

Azerbaijan Republic 4.75% 3/18/24 (h)

760,000

725,800

Belarus Republic 8.95% 1/26/18

4,880,000

4,762,490

Brazilian Federative Republic:

4.25% 1/7/25

10,005,000

9,279,638

5.625% 1/7/41

14,565,000

12,962,850

7.125% 1/20/37

3,270,000

3,458,025

8.25% 1/20/34

3,535,000

4,144,788

Buenos Aires Province:

9.375% 9/14/18 (h)

1,210,000

1,188,825

9.95% 6/9/21

960,000

936,000

10.875% 1/26/21 (Reg. S)

3,645,000

3,590,325

City of Buenos Aires:

8.95% 2/19/21 (h)

1,860,000

1,920,450

9.95% 3/1/17 (h)

793,000

820,854

Colombian Republic:

5% 6/15/45

400,000

355,500

5.625% 2/26/44

550,000

534,188

6.125% 1/18/41

635,000

658,813

7.375% 9/18/37

745,000

877,238

10.375% 1/28/33

2,100,000

3,050,250

Congo Republic 4% 6/30/29 (f)

4,360,501

3,750,031

Costa Rican Republic:

4.25% 1/26/23 (h)

1,250,000

1,146,875

5.625% 4/30/43 (h)

490,000

396,900

7% 4/4/44 (h)

1,450,000

1,355,750

Croatia Republic:

5.5% 4/4/23 (h)

410,000

422,813

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Croatia Republic: - continued

6% 1/26/24 (h)

$ 600,000

$ 640,128

6.375% 3/24/21 (h)

760,000

820,002

6.625% 7/14/20 (h)

545,000

594,159

6.75% 11/5/19 (h)

350,000

382,604

Democratic Socialist Republic of Sri Lanka:

6% 1/14/19 (h)

325,000

329,875

6.25% 10/4/20 (h)

1,355,000

1,371,938

6.25% 7/27/21 (h)

360,000

360,900

Dominican Republic:

1.25% 8/30/24 (n)

2,950,000

2,854,125

5.5% 1/27/25 (h)

710,000

702,900

5.875% 4/18/24

585,000

593,775

6.85% 1/27/45 (h)

1,395,000

1,384,538

7.45% 4/30/44 (h)

2,240,000

2,374,400

7.5% 5/6/21 (h)

1,880,000

2,075,050

El Salvador Republic 7.625% 2/1/41 (h)

250,000

236,250

Georgia Republic 6.875% 4/12/21 (h)

720,000

752,400

Hungarian Republic:

5.375% 3/25/24

594,000

649,362

5.75% 11/22/23

910,000

1,014,650

7.625% 3/29/41

1,100,000

1,499,542

Indonesian Republic:

2.875% 7/8/21(Reg. S)

EUR

2,400,000

2,659,496

3.375% 4/15/23 (h)

555,000

513,375

4.875% 5/5/21 (h)

490,000

510,825

5.25% 1/17/42 (h)

715,000

663,163

5.375% 10/17/23

400,000

420,000

5.875% 3/13/20 (h)

385,000

423,019

5.875% 3/13/20 (Reg. S)

2,450,000

2,691,938

6.625% 2/17/37 (h)

950,000

1,021,250

6.75% 1/15/44 (h)

490,000

542,087

7.75% 1/17/38 (h)

2,270,000

2,752,375

8.5% 10/12/35 (Reg. S)

2,060,000

2,657,400

Islamic Republic of Pakistan:

7.125% 3/31/16 (h)

2,560,000

2,608,128

7.125% 3/31/16 (Reg. S)

100,000

101,880

7.25% 4/15/19 (h)

2,685,000

2,763,603

8.25% 4/15/24 (h)

1,000,000

1,052,500

Ivory Coast 5.75% 12/31/32

3,150,000

2,835,504

Jamaican Government 7.875% 7/28/45

335,000

331,650

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Kazakhstan Republic:

5.125% 7/21/25 (h)

$ 915,000

$ 893,269

6.5% 7/21/45 (h)

645,000

622,425

Lebanese Republic:

4% 12/31/17

2,486,250

2,461,388

5.45% 11/28/19

575,000

574,713

Moroccan Kingdom 4.25% 12/11/22 (h)

600,000

604,020

Panamanian Republic:

6.7% 1/26/36

460,000

560,050

8.875% 9/30/27

335,000

469,000

9.375% 4/1/29

415,000

606,419

Peruvian Republic 4% 3/7/27 (f)

1,360,000

1,360,000

Philippine Republic:

7.75% 1/14/31

665,000

962,588

9.5% 2/2/30

895,000

1,454,375

10.625% 3/16/25

260,000

414,050

Plurinational State of Bolivia:

5.95% 8/22/23 (h)

485,000

501,975

5.95% 8/22/23

55,000

56,925

Provincia de Cordoba 12.375% 8/17/17 (h)

1,990,000

2,014,875

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

1,100,000

1,068,595

Republic of Armenia:

6% 9/30/20 (h)

1,756,000

1,673,292

7.15% 3/26/25 (h)

720,000

688,464

Republic of Iceland 5.875% 5/11/22 (h)

560,000

635,085

Republic of Iraq 5.8% 1/15/28 (Reg. S)

4,000,000

3,055,728

Republic of Nigeria 5.125% 7/12/18 (h)

930,000

906,285

Republic of Serbia:

5.875% 12/3/18 (h)

1,430,000

1,505,504

6.75% 11/1/24 (h)

2,196,478

2,223,933

7.25% 9/28/21 (h)

1,450,000

1,638,245

Romanian Republic:

4.375% 8/22/23 (h)

706,000

735,864

6.125% 1/22/44 (h)

852,000

994,199

Russian Federation:

4.875% 9/16/23 (h)

1,135,000

1,085,491

5% 4/29/20 (h)

625,000

629,638

5.625% 4/4/42 (h)

400,000

362,521

5.875% 9/16/43 (h)

1,700,000

1,583,040

7.5% 3/31/30 (Reg. S)

535,625

627,120

12.75% 6/24/28 (Reg. S)

5,345,000

8,188,273

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

South African Republic:

5.875% 9/16/25

$ 1,235,000

$ 1,333,523

6.25% 3/8/41

500,000

550,190

Turkish Republic:

3.25% 3/23/23

245,000

223,163

4.875% 4/16/43

640,000

562,368

5.125% 3/25/22

315,000

324,986

5.625% 3/30/21

965,000

1,024,955

6.25% 9/26/22

680,000

743,936

6.75% 4/3/18

565,000

616,856

6.75% 5/30/40

975,000

1,082,601

6.875% 3/17/36

1,795,000

2,013,236

7% 3/11/19

685,000

761,446

7.25% 3/5/38

1,150,000

1,347,685

7.375% 2/5/25

1,170,000

1,372,995

7.5% 11/7/19

1,215,000

1,385,756

8% 2/14/34

570,000

712,728

11.875% 1/15/30

630,000

1,032,494

Ukraine Financing of Infrastructure Projects State Enterprise 8.375% 11/3/17 (h)

790,000

556,316

Ukraine Government:

7.8% 11/28/22 (h)

1,870,000

1,338,172

9.25% 7/24/17 (h)

1,595,000

1,139,628

United Kingdom, Great Britain and Northern Ireland:

1.75% 1/22/17

GBP

1,380,000

2,152,546

3.25% 1/22/44

GBP

1,600,000

2,789,279

4.5% 9/7/34

GBP

1,835,000

3,701,097

United Mexican States:

4.6% 1/23/46

695,000

634,188

4.75% 3/8/44

13,812,000

12,879,690

5.55% 1/21/45

650,000

679,250

6.05% 1/11/40

1,366,000

1,529,920

6.75% 9/27/34

650,000

791,375

United Republic of Tanzania 6.3971% 3/9/20 (n)

205,000

202,950

Uruguay Republic 7.875% 1/15/33 pay-in-kind

1,130,000

1,473,238

Venezuelan Republic:

5.75% 2/26/16 (Reg S.)

7,620,000

6,057,900

9% 5/7/23 (Reg. S)

695,000

254,023

9.25% 9/15/27

1,250,000

523,750

9.25% 5/7/28 (Reg. S)

480,000

175,920

11.75% 10/21/26 (Reg. S)

1,115,000

461,053

11.95% 8/5/31 (Reg. S)

3,855,000

1,595,970

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Venezuelan Republic: - continued

12.75% 8/23/22

$ 2,000,000

$ 932,000

Vietnamese Socialist Republic:

1.2139% 3/12/16 (n)

256,522

252,995

4% 3/12/28 (f)

5,357,917

5,163,692

4.8% 11/19/24 (h)

1,000,000

960,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $228,712,522)


224,958,802

Supranational Obligations - 0.0%

 

European Investment Bank 1.75% 9/15/45(Reg. S)
(Cost $83,082)

EUR

65,000


74,655

Common Stocks - 0.0%

Shares

 

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Tribune Media Co. Class A

21,200

846,728

MATERIALS - 0.0%

Chemicals - 0.0%

LyondellBasell Industries NV Class A

31,400

2,680,932

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

FairPoint Communications, Inc. (a)

19,400

317,384

Wireless Telecommunication Services - 0.0%

CUI Acquisition Corp. Class E,

1

134,408

TOTAL TELECOMMUNICATION SERVICES

451,792

TOTAL COMMON STOCKS

(Cost $5,726,831)


3,979,452

Preferred Stocks - 0.1%

Shares

Value

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Alexandria Real Estate Equities, Inc. Series D 7.00%

9,000

$ 246,094

FelCor Lodging Trust, Inc. Series A, 1.95%

18,000

458,100

 

704,194

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Real Estate Investment Trusts - 0.1%

Alexandria Real Estate Equities, Inc. Series E, 6.45%

15,000

391,500

Annaly Capital Management, Inc.:

Series C, 7.625%

27,600

680,340

Series D, 7.50%

5,942

145,520

Boston Properties, Inc. 5.25%

17,500

432,950

CBL & Associates Properties, Inc.:

Series D, 7.375%

7,720

195,702

Series E, 6.625%

25,000

624,750

Cedar Shopping Centers, Inc. Series B, 7.25%

10,000

251,800

Corporate Office Properties Trust Series L, 7.375%

12,221

317,868

CYS Investments, Inc. Series B, 7.50%

21,700

479,787

DDR Corp. Series K, 6.25%

17,823

445,575

Digital Realty Trust, Inc. Series E, 7.00%

10,000

258,000

Equity Lifestyle Properties, Inc. Series C, 6.75%

22,449

577,164

Essex Property Trust, Inc. Series H, 7.125%

9,354

241,801

First Potomac Realty Trust 7.75%

15,000

381,000

Hersha Hospitality Trust Series B, 8.00%

13,844

353,160

Hospitality Properties Trust Series D, 7.125%

10,000

263,000

LaSalle Hotel Properties Series H, 7.50%

10,000

258,400

MFA Financial, Inc. Series B, 7.50%

22,500

552,600

PS Business Parks, Inc.:

Series R, 6.875%

10,000

253,800

Series S, 6.45%

21,000

547,050

Public Storage:

Series P, 6.50%

12,000

305,880

Series R, 6.35%

10,500

272,580

Series S, 5.90%

20,000

508,800

Realty Income Corp. Series F, 6.625%

12,000

318,960

Regency Centers Corp. Series 6, 6.625%

5,510

143,536

Retail Properties America, Inc. 7.00%

24,109

614,780

Sabra Health Care REIT, Inc. Series A, 7.125%

18,495

464,964

Stag Industrial, Inc. Series A, 9.00%

20,000

551,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Sun Communities, Inc. Series A, 7.125%

34,260

$ 880,482

Taubman Centers, Inc. Series J, 6.50%

11,338

288,325

 

12,001,274

TOTAL PREFERRED STOCKS

(Cost $12,416,231)


12,705,468

Bank Loan Obligations - 5.3%

 

Principal Amount (e)

 

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (n)

$ 1,490,472

1,453,583

North American Lifting Holdings, Inc.:

Tranche 1LN, term loan 5.5% 11/27/20 (n)

4,635,496

4,380,544

Tranche 2LN, term loan 10% 11/27/21 (n)

1,594,000

1,442,570

Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (n)

1,041,398

1,034,025

 

8,310,722

Automobiles - 0.0%

Chrysler Group LLC term loan 3.25% 12/31/18 (n)

1,287,594

1,281,968

Distributors - 0.0%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (n)

1,284,463

1,277,399

Diversified Consumer Services - 0.2%

Bright Horizons Family Solutions Tranche B 2LN, term loan 4.2506% 1/30/20 (n)

1,497,475

1,497,475

Bright Horizons Family Solutions, Inc. Tranche B, term loan 3.7501% 1/30/20 (n)

1,087,423

1,085,477

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (n)

5,283,450

5,205,836

Creative Artists Agency LLC Tranche B, term loan 5.5% 12/17/21 (n)

3,932,240

3,956,817

KC Mergersub, Inc.:

Tranche 1LN, term loan 6% 8/13/22 (n)

2,500,000

2,450,000

Tranche L 2LN, term loan 10.25% 8/13/23 (n)

1,000,000

980,000

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (n)

15,849,926

14,552,292

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (n)

$ 5,965,779

$ 5,921,035

The ServiceMaster Co. Tranche B, term loan 4.25% 7/1/21 (n)

2,834,462

2,818,277

Wash Multifamily Acquisition, Inc.:

Tranche B 1LN, term loan 4.25% 5/14/22 (n)

915,000

905,850

Tranche B 2LN, term loan 8% 5/14/23 (n)

360,000

360,000

William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5.25% 5/6/21 (n)

745,236

741,510

 

40,474,569

Hotels, Restaurants & Leisure - 0.7%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (n)

3,524,276

3,387,710

American Casino & Entertainment Properties LLC Tranche B, term loan 5% 7/7/22 (n)

1,500,000

1,503,750

Aristocrat International (Pty) Ltd. Tranche B, term loan 4.75% 10/20/21 (n)

5,515,708

5,532,255

Belmond Interfin Ltd. Tranche B, term loan 4% 3/21/21 (n)

2,273,489

2,258,324

Burger King Worldwide, Inc. Tranche B, term loan 3.75% 12/12/21 (n)

2,856,793

2,852,508

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (n)

7,028,323

6,697,008

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (n)

17,116,415

14,834,284

CCM Merger, Inc. Tranche B, term loan 4.5% 8/8/21 (n)

2,451,144

2,448,840

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (n)

1,573,000

1,569,068

ClubCorp Club Operations, Inc. Tranche B, term loan 4.25% 7/24/20 (n)

3,764,000

3,757,714

Eldorado Resorts, Inc. Tranche B, term loan 4.25% 7/23/22 (n)

2,305,000

2,305,000

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (n)

903,000

915,037

Tranche B 1LN, term loan 5% 2/1/20 (n)

4,617,678

4,614,815

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (n)

1,285,062

1,293,903

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (n)

3,037,000

3,037,000

Tranche B 1LN, term loan 3.5% 6/27/20 (n)

5,140,410

5,099,698

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (n)

$ 5,193,455

$ 5,196,726

5.5% 11/21/19 (n)

2,225,348

2,226,750

Graton Economic Development Authority Tranche B, term loan 4.75% 8/5/22 (n)

5,100,000

5,100,000

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (n)

6,905,978

6,890,854

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 3.75% 4/14/21 (n)

5,574,271

5,557,994

Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (n)

3,682,168

3,685,445

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (n)

566,375

563,050

LTF Merger Sub, Inc. Tranche B, term loan 4.25% 6/10/22 (n)

3,020,000

2,994,511

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (n)

1,923,138

1,905,349

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (n)

5,332,010

5,278,690

NCL Corp. Ltd. Tranche B, term loan 4% 11/19/21 (n)

347,200

347,054

Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (n)

2,572,141

2,568,926

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (n)

2,397,797

2,382,811

Red Lobster Hospitality LLC Tranche B, term loan 6.25% 7/28/21 (n)

3,398,622

3,415,615

Scientific Games Corp.:

Tranche B 2LN, term loan 6% 10/1/21 (n)

14,058,355

13,886,984

Tranche B, term loan 6% 10/18/20 (n)

511,404

505,364

SMG Tranche B 1LN, term loan 4.5% 2/27/20 (n)

1,621,768

1,611,632

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (n)

3,044,898

3,037,286

TGI Friday's, Inc. Tranche B 1LN, term loan 5.25% 7/15/20 (n)

1,975,000

1,975,000

Town Sports International LLC Tranche B, term loan 4.5% 11/15/20 (n)

2,131,182

1,502,483

Tropicana Entertainment, Inc. Tranche B, term loan 4% 11/27/20 (n)

1,512,304

1,502,217

Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (n)

501,980

490,268

 

134,731,923

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.0%

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (n)

$ 2,119,133

$ 2,099,277

Leisure Products - 0.0%

SRAM LLC. Tranche B, term loan 4.0205% 4/10/20 (n)

2,920,929

2,818,697

Media - 0.5%

Acosta, Inc. Tranche B, term loan 4.25% 9/26/21 (n)

2,992,500

2,956,979

CDS U.S. Intermediate Holdings, Inc.:

Tranche B 1LN, term loan 5% 7/8/22 (n)

1,255,000

1,253,431

Tranche B 2LN, term loan 9.25% 7/8/23 (n)

465,000

459,769

Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (n)

4,211,365

4,201,511

Charter Communications Operating LLC:

Tranche E, term loan 3% 7/1/20 (n)

1,493,381

1,479,253

Tranche F, term loan 3% 1/3/21 (n)

6,767,749

6,698,380

Tranche H, term loan 3.25% 8/24/21 (n)

1,000,000

996,940

Tranche I, term loan 3.5% 1/24/23 (n)

6,335,000

6,320,746

Clear Channel Communications, Inc. Tranche D, term loan 6.948% 1/30/19 (n)

14,695,000

12,949,969

CSC Holdings LLC Tranche B, term loan 2.698% 4/17/20 (n)

1,305,622

1,286,861

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (n)

6,471,811

4,081,836

Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4% 5/29/21 (n)

3,000,000

2,962,500

ION Media Networks, Inc. Tranche B, term loan 4.75% 12/18/20 (n)

1,497,475

1,493,731

Karman Buyer Corp.:

Tranche 1LN, term loan 4.25% 7/25/21 (n)

3,681,201

3,636,585

Tranche 2LN, term loan 7.5% 7/25/22 (n)

1,880,000

1,822,660

Liberty Cablevision of Puerto Rico Tranche 1LN, term loan 4.5% 1/7/22 (n)

1,620,000

1,572,745

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 4.75% 3/22/19 (n)

1,952,153

1,952,641

McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (n)

1,853,591

1,848,957

Numericable LLC:

Tranche B 1LN, term loan 4% 7/20/22 (n)

1,000,000

995,140

Tranche B 1LN, term loan 4.5% 5/8/20 (n)

5,809,355

5,803,139

Tranche B 2LN, term loan 4.5% 5/8/20 (n)

5,025,944

5,020,566

Proquest LLC Tranche B, term loan 5.25% 10/24/21 (n)

2,995,927

2,994,069

Regal Cinemas Corp. Tranche B, term loan 3.75% 4/1/22 (n)

1,000,000

998,750

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Springer Science+Business Media Deutschland GmbH Tranche B 9LN, term loan 4.75% 8/14/20 (n)

$ 10,885,086

$ 10,789,841

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (n)

2,577,423

2,557,293

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (n)

1,355,000

1,334,431

Virgin Media Investment Holdings Ltd. Tranche B, term loan 3.5% 6/30/23 (n)

1,013,348

1,001,046

WideOpenWest Finance LLC Tranche B, term loan 4.5% 4/1/19 (n)

997,500

993,600

WMG Acquisition Corp. term loan 3.75% 7/1/20 (n)

1,480,466

1,449,628

Ziggo B.V.:

Tranche B 1LN, term loan 3.5% 1/15/22 (n)

1,391,000

1,371,150

Tranche B 2LN, term loan 3.5% 1/15/22 (n)

897,000

884,200

Tranche B 3LN, term loan 3.5% 1/15/22 (n)

1,475,000

1,453,952

 

95,622,299

Multiline Retail - 0.2%

Dollar Tree, Inc. Tranche B 1LN, term loan 3.5% 3/9/22 (n)

4,000,000

4,000,000

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (n)

3,292,869

3,278,875

6% 5/22/18 (n)

15,590,789

15,546,979

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (n)

6,132,790

6,046,931

 

28,872,785

Specialty Retail - 0.2%

Academy Ltd. Tranche B, term loan 5% 7/2/22 (n)

4,500,000

4,477,500

Davids Bridal, Inc. Tranche B, term loan 5.25% 10/11/19 (n)

1,882,000

1,793,791

General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (n)

1,646,368

1,628,884

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (n)

7,355,193

5,694,170

Party City Holdings, Inc. Tranche B, term loan 8/19/22 (s)

3,655,000

3,648,165

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (n)

1,344,958

1,341,596

PetSmart, Inc. Tranche B, term loan 4.25% 3/11/22 (n)

11,214,893

11,191,566

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (n)

$ 3,137,000

$ 2,670,371

Staples, Inc. Tranche B, term loan 4/24/21 (s)

3,000,000

2,985,000

 

35,431,043

Textiles, Apparel & Luxury Goods - 0.0%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 5% 2/1/20 (n)

1,474,714

1,405,889

Hercules Achievement, Inc. Tranche B, term loan 5% 12/11/21 (n)

2,445,180

2,448,236

Polymer Group, Inc. Tranche B, term loan 5.25% 12/19/19 (n)

4,026,009

4,026,009

 

7,880,134

TOTAL CONSUMER DISCRETIONARY

358,800,816

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Blue Ribbon LLC:

Tranche 2LN, term loan 9.25% 11/13/22 (n)

1,332,000

1,308,690

Tranche B 1LN, term loan 5.75% 11/13/21 (n)

6,357,861

6,353,919

 

7,662,609

Food & Staples Retailing - 0.3%

Albertson's LLC:

Tranche B 2LN, term loan 5.375% 3/21/19 (n)

3,736,436

3,732,625

Tranche B 3LN, term loan 5% 8/25/19 (n)

1,693,236

1,692,186

Tranche B 4LN, term loan 5.5% 8/25/21 (n)

15,960,260

15,956,270

BJ's Wholesale Club, Inc.:

Tranche 2LN, term loan 8.5% 3/31/20 (n)

653,000

646,470

Tranche B 1LN, term loan 4.5% 9/26/19 (n)

5,968,867

5,941,828

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (n)

1,478,476

1,452,603

GOBP Holdings, Inc.:

Tranche 2LN, term loan 9.25% 10/21/22 (n)

1,129,000

1,120,533

Tranche B 1LN, term loan 4.75% 10/21/21 (n)

3,428,800

3,412,719

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (n)

6,695,838

6,695,838

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (n)

2,913,000

2,854,740

Tranche B 1LN, term loan 4.5% 6/30/21 (n)

3,400,867

3,362,607

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Smart & Final, Inc. Tranche B, term loan 4% 11/15/19 (n)

$ 2,378,000

$ 2,367,608

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (n)

1,118,958

1,121,577

 

50,357,604

Food Products - 0.1%

AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (n)

1,481,000

1,486,554

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (n)

2,119,101

2,111,154

Hostess Brands LLC:

Tranche B 1LN, term loan 4.5% 8/3/22 (n)

1,070,000

1,069,668

Tranche B 2LN, term loan 8.5% 8/3/23 (n)

125,000

125,156

JBS U.S.A. LLC Tranche B, term loan 8/18/22 (s)

3,540,000

3,524,530

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (n)

480,696

479,696

 

8,796,758

Household Products - 0.0%

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (n)

2,429,444

2,335,303

Personal Products - 0.0%

Prestige Brands, Inc. Tranche B 3LN, term loan 3.5088% 9/3/21 (n)

289,703

289,040

Revlon Consumer Products Corp. term loan 4% 8/19/19 (n)

2,652,718

2,641,125

 

2,930,165

TOTAL CONSUMER STAPLES

72,082,439

ENERGY - 0.4%

Energy Equipment & Services - 0.1%

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (n)

8,938,420

6,435,663

Drillships Ocean Ventures, Inc. Tranche B, term loan 5.5% 7/25/21 (n)

4,106,261

3,161,821

Expro Finservices S.a.r.l. Tranche B, term loan 5.75% 9/2/21 (n)

6,113,277

5,058,737

Floatel International Ltd. Tranche B, term loan 6% 6/27/20 (n)

2,328,212

1,639,061

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (n)

$ 2,112,223

$ 1,522,554

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (n)

1,114,343

759,425

Sheridan Production Partners I Tranche A, term loan 4.25% 12/16/20 (n)

417,737

325,835

 

18,903,096

Oil, Gas & Consumable Fuels - 0.3%

Alfred Fueling Systems, Inc. Tranche B 1LN, term loan 4.75% 6/20/21 (n)

978,701

972,281

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (n)

1,468,469

1,468,469

Chelsea Petroleum Products I LLC Tranche B, term loan 7/22/22 (s)

2,385,000

2,346,244

Chief Exploration & Development, LLC. Tranche 2LN, term loan 7.5% 5/16/21 (n)

4,612,000

3,973,238

Citgo Holding, Inc. Tranche B, term loan 9.5% 5/12/18 (n)

2,453,505

2,458,608

Citgo Petroleum Corp. Tranche B, term loan 4.5% 7/29/21 (n)

533,313

531,479

Crestwood Holdings Partners LLC Tranche B, term loan 7% 6/19/19 (n)

5,952,913

5,446,916

Energy Transfer Equity LP Tranche C, term loan 4% 12/2/19 (n)

1,937,824

1,908,155

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (n)

4,629,000

1,747,448

Tranche B 1LN, term loan 3.875% 9/30/18 (n)

1,833,674

1,603,328

Foresight Energy LLC Tranche B, term loan 5.5% 8/23/20 (n)

1,105,000

1,051,595

Houston Fuel Oil Terminal Co. Tranche B, term loan 4.25% 8/19/21 (n)

5,856,496

5,622,236

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (n)

9,096,000

8,777,640

Overseas Shipholding Group, Inc. Tranche B, term loan 5.25% 8/5/19 (n)

521,367

517,889

Panda Sherman Power, LLC term loan 9% 9/14/18 (n)

3,767,028

3,578,677

Panda Temple Power, LLC term loan 7.25% 4/3/19 (n)

1,020,000

951,150

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (n)

6,895,944

5,062,795

Penn Products Terminals LLC Tranche B, term loan 4.75% 4/13/22 (n)

1,291,763

1,278,845

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sheridan Investment Partners I term loan 4.25% 12/16/20 (n)

$ 3,004,343

$ 2,343,388

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 4.25% 10/1/19 (n)

3,477,061

2,746,878

Tranche B, term loan 4.25% 10/1/18 (n)

727,481

571,072

Sheridan Production Partners I Tranche M, term loan 4.25% 12/16/20 (n)

155,414

121,223

Southcross Energy Partners LP Tranche B, term loan 5.25% 8/4/21 (n)

1,717,327

1,640,047

Targa Resources Corp. term loan 5.75% 2/27/22 (n)

1,470,512

1,468,673

TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (n)

1,804,221

1,805,718

Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (n)

837,747

832,512

 

60,826,504

TOTAL ENERGY

79,729,600

FINANCIALS - 0.2%

Capital Markets - 0.0%

HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (n)

931,384

925,563

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 11/15/22 (n)

2,505,000

2,436,113

Tranche B 1LN, term loan 4.75% 11/15/21 (n)

1,989,015

1,924,372

 

5,286,048

Consumer Finance - 0.0%

Flying Fortress Holdings, Inc. Tranche B, term loan 3.5% 4/30/20 (n)

2,000,000

1,998,760

Diversified Financial Services - 0.1%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (n)

1,618,000

1,615,169

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (n)

634,249

604,122

TransUnion LLC Tranche B 2LN, term loan 3.75% 4/9/21 (n)

8,004,735

7,937,175

 

10,156,466

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - 0.0%

Alliant Holdings Intermediate LLC Tranche B, term loan 4.5% 8/14/22 (n)

$ 2,500,000

$ 2,489,075

HUB International Ltd. Tranche B 1LN, term loan 4% 10/2/20 (n)

690,000

681,665

 

3,170,740

Real Estate Management & Development - 0.1%

CityCenter 8.74% 7/12/16 (n)

331,828

331,828

DTZ U.S. Borrower LLC:

Tranche 2LN, term loan 9.25% 11/4/22 (n)

1,882,000

1,886,705

Tranche B 1LN, term loan 11/4/21 (s)

500,000

494,585

Tranche B 1LN, term loan 5.5% 11/4/21 (n)

3,745,180

3,704,620

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (n)

16,957

16,788

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (n)

8,718,645

8,685,950

 

15,120,476

Thrifts & Mortgage Finance - 0.0%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (n)

3,523,844

3,499,318

TOTAL FINANCIALS

39,231,808

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Alere, Inc. Tranche B, term loan 4.25% 6/18/22 (n)

1,490,000

1,488,972

DJO Finance LLC Tranche B 1LN, term loan 4.25% 6/7/20 (n)

1,150,000

1,143,100

Hill-Rom Holdings, Inc. Tranche B, term loan 7/30/22 (s)

1,500,000

1,500,315

 

4,132,387

Health Care Providers & Services - 0.2%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (n)

2,426,568

2,423,851

Community Health Systems, Inc.:

Tranche F, term loan 3.5749% 12/31/18 (n)

997,500

996,253

Tranche G, term loan 3.75% 12/31/19 (n)

1,980,760

1,977,056

Tranche H, term loan 4% 1/27/21 (n)

7,019,240

7,032,015

Concentra, Inc. Tranche B 1LN, term loan 4% 6/1/22 (n)

1,000,000

996,670

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (n)

1,882,000

1,898,468

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Dialysis Newco, Inc.: - continued

Tranche B 1LN, term loan 4.5% 4/23/21 (n)

$ 4,105,266

$ 4,088,147

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (n)

1,887,166

1,884,335

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (n)

2,152,000

2,184,280

HCA Holdings, Inc.:

Tranche B 4LN, term loan 3.0318% 5/1/18 (n)

2,620,663

2,615,107

Tranche B 5LN, term loan 2.948% 3/31/17 (n)

4,331,954

4,321,688

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (n)

5,550,018

5,272,517

Jaguar Holding Co. II / Pharmaceutical Product Development LLC Tranche B, term loan 4.25% 8/18/22 (n)

5,635,000

5,596,964

Kindred Healthcare, Inc. Tranche B, term loan 4.25% 4/9/21 (n)

2,567,035

2,562,235

MPH Acquisition Holdings LLC Tranche B, term loan 3.75% 3/31/21 (n)

455,448

449,400

Quintiles Transnational Corp. Tranche B, term loan 3.25% 5/12/22 (n)

590,000

588,525

Surgery Center Holdings, Inc. Tranche B 1LN, term loan 5.25% 11/3/20 (n)

227,855

227,570

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 1/3/20 (n)

540,000

540,675

Tranche B 2LN, term loan 4.25% 7/3/19 (n)

1,638,661

1,633,204

 

47,288,960

Life Sciences Tools & Services - 0.0%

Patheon, Inc. Tranche B, term loan 4.25% 3/11/21 (n)

7,100,141

7,012,525

Pharmaceuticals - 0.2%

Alvogen Pharma U.S., Inc. Tranche B 1LN, term loan 6% 4/2/22 (n)

1,451,625

1,444,367

Concordia Healthcare Corp. Tranche B, term loan 4.75% 4/21/22 (n)

730,000

730,460

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (n)

1,780,800

1,780,355

Endo Pharmaceuticals, Inc. Tranche B, term loan 6/24/22 (s)

3,000,000

2,999,460

Genoa, a QoL Healthcare Co. LLC:

Tranche 1LN, term loan 4.5% 4/30/22 (n)

1,510,000

1,507,176

Tranche 2LN, term loan 8.75% 4/30/23 (n)

1,000,000

1,000,000

Grifols, S.A. Tranche B, term loan 3.198% 2/27/21 (n)

1,486,474

1,483,263

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Horizon Pharmaceuticals, Inc. Tranche B, term loan 4.5% 5/7/21 (n)

$ 1,065,000

$ 1,063,669

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (n)

2,625,000

2,615,156

Tranche B 1LN, term loan 4.25% 1/28/21 (n)

8,199,843

8,111,038

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (n)

3,811,711

3,807,899

Valeant Pharmaceuticals International, Inc.:

Tranche BD 2LN, term loan 3.5% 2/13/19 (n)

1,882,000

1,875,131

Tranche E, term loan 3.75% 8/5/20 (n)

1,882,000

1,875,526

 

30,293,500

TOTAL HEALTH CARE

88,727,372

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.1%

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (n)

509,394

506,633

Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (n)

271,338

269,302

Gemini HDPE LLC Tranche B, term loan 4.75% 8/7/21 (n)

2,017,819

2,014,449

TransDigm, Inc.:

Tranche C, term loan 3.75% 2/28/20 (n)

3,666,862

3,626,930

Tranche D, term loan 3.75% 6/4/21 (n)

6,073,277

6,004,953

 

12,422,267

Airlines - 0.0%

American Airlines, Inc. Tranche B, term loan 3.5% 10/10/21 (n)

1,985,000

1,968,465

U.S. Airways, Inc. Tranche B 1LN, term loan 3.5% 5/23/19 (n)

1,567,010

1,557,216

 

3,525,681

Building Products - 0.1%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (n)

7,013,682

6,851,526

Tranche 2LN, term loan 7.75% 4/1/22 (n)

1,260,000

1,232,444

Jeld-Wen, Inc. Tranche B, term loan 5% 7/1/22 (n)

1,000,000

996,880

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Building Products - continued

LBM Borrower LLC Tranche B 1LN, term loan 7.5% 8/20/22 (n)

$ 6,615,000

$ 6,482,700

Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (n)

872,582

862,547

 

16,426,097

Commercial Services & Supplies - 0.1%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (n)

3,598,919

3,562,930

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (n)

1,493,438

1,486,509

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (n)

4,886,176

4,389,399

Garda World Security Corp.:

term loan 4.0032% 11/8/20 (n)

3,213,302

3,159,737

Tranche DD, term loan 4.0032% 11/8/20 (n)

750,389

737,880

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (n)

7,261,424

6,989,120

Merrill Communications LLC Tranche B, term loan 6.25% 6/1/22 (n)

2,145,000

2,131,594

Metal Services LLC Tranche B, term loan 6% 6/30/17 (n)

1,111,359

1,101,167

Redtop Acquisitions Ltd. Tranche 2LN, term loan 8.25% 6/3/21 (n)

612,889

607,784

The Brickman Group, Ltd.:

Tranche 2LN, term loan 7.5% 12/18/21 (n)

560,000

546,700

Tranche B 1LN, term loan 4% 12/18/20 (n)

4,421,612

4,349,053

WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (n)

555,182

551,018

 

29,612,891

Construction & Engineering - 0.1%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (n)

9,257,383

9,309,502

Ls Deco LLC Tranche B, term loan 5.5% 5/21/22 (n)

3,250,000

3,266,250

 

12,575,752

Electrical Equipment - 0.0%

Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (n)

1,374,691

1,361,810

Machinery - 0.1%

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (n)

825,432

827,495

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Machinery - continued

Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (n)

$ 1,287,713

$ 1,260,349

Mueller Water Products, Inc. Tranche B, term loan 4% 11/25/21 (n)

1,520,360

1,520,360

Onex Wizard U.S. Acquisition, Inc. Tranche B, term loan 4.25% 3/13/22 (n)

2,973,548

2,969,206

Rexnord LLC Tranche B, term loan 4% 8/21/20 (n)

3,449,756

3,413,534

The Gates Corp. Tranche B 1LN, term loan 4.25% 7/3/21 (n)

1,120,356

1,071,340

 

11,062,284

Marine - 0.0%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/22/19 (n)

2,205,718

2,197,446

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (n)

1,097,415

764,536

Navios Partners Finance (U.S.), Inc. Tranche B, term loan 5.25% 6/27/18 (n)

2,036,582

2,031,491

 

4,993,473

Professional Services - 0.0%

AlixPartners LLP Tranche B, term loan 4.5% 7/28/22 (n)

2,125,000

2,122,875

On Assignment, Inc. Tranche B, term loan 3.75% 6/5/22 (n)

1,200,873

1,197,871

Research Now Group, Inc.:

Tranche 2LN, term loan 9.75% 3/18/22 (n)

285,000

283,575

Tranche B 1LN, term loan 5.5% 3/18/21 (n)

872,813

864,084

Science Applications International Corp. Tranche B, term loan 3.75% 5/4/22 (n)

1,995,000

1,994,003

 

6,462,408

Road & Rail - 0.0%

Hertz Corp. Tranche B 2LN, term loan 3% 3/11/18 (n)

1,123,254

1,112,022

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (n)

2,223,712

2,139,211

 

3,251,233

Trading Companies & Distributors - 0.0%

Fly Funding II Sarl Tranche B, term loan 3.5% 8/9/19 (n)

2,343,787

2,330,615

TOTAL INDUSTRIALS

104,024,511

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.0%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (n)

$ 1,752,721

$ 1,742,871

Mitel U.S. Holdings, Inc. Tranche B, term loan 5% 4/29/22 (n)

1,785,000

1,772,166

 

3,515,037

Electronic Equipment & Components - 0.1%

Carros U.S., LLC Tranche B, term loan 4.5% 9/30/21 (n)

660,672

659,020

CPI Acquisition, Inc. Tranche B, term loan 8/14/22 (s)

1,500,000

1,475,625

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (n)

4,955,498

4,808,617

Lux FinCo U.S. SPV:

Tranche 2LN, term loan 7/31/23 (s)

670,000

665,813

Tranche B 1LN, term loan 7/31/22 (s)

1,345,000

1,338,275

TTM Technologies, Inc. Tranche B 1LN, term loan 6% 5/31/21 (n)

4,330,000

4,091,850

 

13,039,200

Internet Software & Services - 0.0%

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (n)

4,084,908

4,064,484

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (n)

946,343

939,245

TELX, Inc. Tranche B 1LN, term loan 4.5% 4/9/20 (n)

748,221

744,951

 

5,748,680

IT Services - 0.1%

Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 4.5% 9/15/20 (n)

1,482,550

1,426,584

Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (n)

1,867,451

1,851,409

First Data Corp. term loan 3.7004% 3/24/17 (n)

7,113,000

7,089,883

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8.25% 6/17/22 (n)

515,000

489,250

Tranche B 1LN, term loan 5% 6/17/21 (n)

1,164,121

1,158,300

WP Mustang Holdings, LLC.:

Tranche 2LN, term loan 8.5% 5/29/22 (n)

752,000

729,440

Tranche B 1LN, term loan 5.5% 5/29/21 (n)

880,553

874,503

 

13,619,369

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.0%

Avago Technologies, Inc. Tranche B, term loan 3.75% 5/6/21 (n)

$ 1,594,269

$ 1,592,276

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (n)

2,673,001

2,668,831

NXP BV Tranche D, term loan 3.25% 1/11/20 (n)

1,867,496

1,856,609

 

6,117,716

Software - 0.2%

Applied Systems, Inc.:

Tranche B 1LN, term loan 4.25% 1/23/21 (n)

455,667

454,300

Tranche B 2LN, term loan 7.5% 1/23/22 (n)

116,000

115,246

Blue Coat Systems, Inc. Tranche B, term loan 4.5% 5/22/22 (n)

2,135,000

2,118,988

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (n)

671,591

613,948

5% 9/10/20 (n)

10,689,020

9,811,024

Epicor Software Corp. Tranche B, term loan 4.75% 6/1/22 (n)

3,000,000

2,988,210

Hyland Software, Inc. Tranche B 1LN, term loan 4.75% 7/1/22 (n)

180,000

179,494

Informatica Corp. Tranche B, term loan 4.5% 8/6/22 (n)

985,000

978,026

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/30/20 (n)

12,974,594

13,179,982

Tranche B 1LN, term loan 4.5% 10/30/19 (n)

3,680,000

3,678,859

Renaissance Learning, Inc.:

Tranche 1LN, term loan 4.5% 4/9/21 (n)

3,726,134

3,629,887

Tranche 2LN, term loan 8% 4/9/22 (n)

1,693,000

1,640,805

SS&C Technologies, Inc.:

Tranche B 1LN, term loan 4% 7/8/22 (n)

3,210,762

3,213,042

Tranche B 2LN, term loan 4% 7/8/22 (n)

520,179

520,549

Transfirst, Inc.:

Tranche 2LN, term loan 9% 11/12/22 (n)

931,000

924,790

Tranche B 1LN, term loan 4.75% 11/12/21 (n)

923,934

922,086

 

44,969,236

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.1%

Dell International LLC Tranche B 2LN, term loan 4% 4/29/20 (n)

$ 14,733,075

$ 14,645,119

Oberthur Technologies Tranche B 2LN, term loan 4.5% 10/18/19 (n)

2,568,960

2,552,904

 

17,198,023

TOTAL INFORMATION TECHNOLOGY

104,207,261

MATERIALS - 0.5%

Chemicals - 0.2%

A. Schulman, Inc. Tranche B, term loan 4% 6/1/22 (n)

1,770,563

1,761,710

AgroFresh, Inc. Tranche B, term loan 5.75% 7/31/21 (n)

2,500,000

2,496,875

American Rock Salt Co. LLC Tranche B 1LN, term loan 4.75% 5/20/21 (n)

1,117,357

1,106,183

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 7.5% 6/12/22 (n)

781,000

772,800

Tranche B 1LN, term loan 4.5% 6/12/21 (n)

625,180

623,505

Aruba Investments, Inc. Tranche B, term loan 4.5% 2/2/22 (n)

992,015

987,055

Chromaflo Technologies Corp.:

Tranche 2LN, term loan 8.25% 6/2/20 (n)

751,971

706,853

Tranche B 1LN, term loan 4.5% 12/2/19 (n)

1,482,473

1,437,999

Eco Services Operations LLC Tranche B, term loan 4.75% 12/1/21 (n)

2,210,890

2,199,836

Hilex Poly Co. LLC:

Tranche 2LN, term loan 9.75% 6/5/22 (n)

1,129,000

1,126,178

Tranche B 1LN, term loan 6% 12/5/21 (n)

4,108,355

4,094,222

MacDermid, Inc. Tranche B 2LN, term loan 4.75% 6/7/20 (n)

1,113,206

1,112,860

Royal Holdings, Inc.:

Tranche B 1LN, term loan 4.5% 6/19/22 (n)

2,135,000

2,125,222

Tranche B 2LN, term loan 8.5% 6/19/23 (n)

500,000

498,125

Styrolution U.S. Holding LLC Tranche B, term loan 6.5% 11/7/19 (n)

4,104,375

4,124,897

The Chemours Co. LLC Tranche B, term loan 3.75% 5/12/22 (n)

2,410,000

2,322,638

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. Tranche B 1LN, term loan 4.25% 11/5/21 (n)

1,620,000

1,615,140

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Chemicals - continued

U.S. Coatings Acquisition, Inc. Tranche B, term loan 3.75% 2/1/20 (n)

$ 512,923

$ 510,553

Univar, Inc. Tranche B, term loan 4% 7/1/22 (n)

1,235,000

1,225,738

 

30,848,389

Containers & Packaging - 0.2%

Anchor Glass Container Corp. Tranche B, term loan 4.5% 7/1/22 (n)

2,408,602

2,409,349

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (n)

4,754,924

4,731,150

Berlin Packaging, LLC:

Tranche 2LN, term loan 7.75% 10/1/22 (n)

1,129,000

1,115,825

Tranche B 1LN, term loan 4.5% 10/1/21 (n)

5,609,739

5,606,261

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (n)

3,552,000

3,520,920

BWAY Holding Co. Tranche B, term loan 5.5% 8/14/20 (n)

2,175,494

2,175,494

Caraustar Industries, Inc. Tranche B, term loan 8% 5/1/19 (n)

730,000

727,810

Charter NEX U.S. Holdings, Inc. Tranche 2LN, term loan 9.25% 2/5/23 (n)

752,000

753,880

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (n)

3,519,049

3,328,422

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.5% 12/1/18 (n)

9,135,595

9,127,647

Signode Packaging Systems, Inc. Tranche B, term loan 3.75% 5/1/21 (n)

2,708,667

2,674,808

Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (n)

732,664

725,338

 

36,896,904

Metals & Mining - 0.1%

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 12/19/19 (n)

2,614,761

1,838,177

Tranche B 2LN, term loan 8.75% 12/19/20 (n)

1,296,000

874,800

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (n)

1,615,000

1,604,503

Essar Steel Algoma, Inc. Tranche B, term loan 7.5% 8/16/19 (n)

3,596,880

3,106,805

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (n)

15,116,357

12,185,447

JMC Steel Group, Inc. term loan 4.75% 4/1/17 (n)

1,700,010

1,685,135

MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (n)

531,924

518,961

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

Murray Energy Corp.:

Tranche B 1LN, term loan 7% 4/16/17 (n)

$ 780,000

$ 709,153

Tranche B 2LN, term loan 7.5% 4/16/20 (n)

6,355,000

4,758,306

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (n)

752,000

682,440

Walter Energy, Inc. Tranche B, term loan 5.8% 4/1/18 (n)

4,707,000

1,908,877

 

29,872,604

TOTAL MATERIALS

97,617,897

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.2%

Altice Financing SA:

Tranche B 2LN, term loan 5.25% 1/30/22 (n)

2,634,000

2,647,170

Tranche B, term loan 5.5% 6/24/19 (n)

12,993,045

13,041,769

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (n)

6,807,181

6,821,340

Integra Telecom Holdings, Inc. Tranche B 1LN, term loan 5.25% 8/14/20 (n)

2,992,500

2,983,523

Level 3 Financing, Inc.:

Tranche B 2LN, term loan 3.5% 5/31/22 (n)

3,764,000

3,726,360

Tranche B 3LN, term loan 4% 8/1/19 (n)

2,742,000

2,737,887

Tranche B 4LN, term loan 4% 1/15/20 (n)

3,011,000

3,008,170

LTS Buyer LLC:

Tranche 2LN, term loan 8% 4/12/21 (n)

163,000

162,865

Tranche B 1LN, term loan 4% 4/11/20 (n)

8,914,096

8,858,383

Securus Technologies Holdings, Inc.:

Tranche 2LN, term loan 9% 4/30/21 (n)

3,724,000

3,337,635

Tranche B 1LN, term loan 4.75% 4/30/20 (n)

2,824,628

2,717,829

Securus Technologies, Inc. Tranche B2 1LN, term loan 5.25% 4/30/20 (n)

1,000,000

971,250

 

51,014,181

Wireless Telecommunication Services - 0.1%

Crown Castle Operating Co. Tranche B 2LN, term loan 3% 1/31/21 (n)

1,501,379

1,494,893

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.8125% 3/31/17 (n)

1,382,317

1,299,378

Tranche D-2, term loan 3.7818% 3/31/19 (n)

5,012,683

4,724,454

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (n)

$ 4,150,000

$ 4,072,188

Syniverse Holdings, Inc. Tranche B, term loan 4% 4/23/19 (n)

1,882,000

1,731,440

 

13,322,353

TOTAL TELECOMMUNICATION SERVICES

64,336,534

UTILITIES - 0.3%

Electric Utilities - 0.2%

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

6.375% 8/13/18 (n)

161,490

161,652

6.375% 8/13/19 (n)

2,444,528

2,446,972

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (n)

3,011,587

2,940,815

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (n)

3,589,368

3,409,900

Tranche C, term loan 5.25% 3/14/21 (n)

263,000

249,850

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (n)

6,215,916

6,200,376

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (n)

5,064,411

4,853,377

Green Energy Partners/Stonewall LLC Tranche B 1LN, term loan 6.5% 11/13/21 (n)

3,042,000

3,042,000

InterGen NV Tranche B, term loan 5.5% 6/13/20 (n)

4,396,131

4,132,363

Longview Power LLC Tranche B, term loan 7% 4/13/21 (n)

2,000,000

2,002,500

Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (n)

554,215

556,293

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (n)

2,006,000

2,000,985

TXU Energy LLC Tranche B, term loan 4.6741% 10/10/17 (d)(n)

1,088,000

490,840

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (n)

589,990

583,352

 

33,071,275

Gas Utilities - 0.0%

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (n)

4,052,000

3,835,907

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Gas Utilities - continued

Southcross Holdings Borrower LP Tranche B, term loan 6% 8/4/21 (n)

$ 2,642,653

$ 2,191,209

Veresen Midstream LP Tranche B, term loan 5.25% 3/31/22 (n)

1,815,450

1,812,418

 

7,839,534

Independent Power and Renewable Electricity Producers - 0.1%

Calpine Corp.:

Tranche B 3LN, term loan 4% 10/9/19 (n)

2,516,064

2,511,132

Tranche B 4LN, term loan 4% 10/31/20 (n)

3,727,081

3,714,856

Tranche B 5LN, term loan 3.5% 5/28/22 (n)

1,500,000

1,478,910

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (n)

2,653,000

2,653,000

ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (n)

466,891

471,560

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (n)

2,799,716

2,624,734

Terra-Gen Finance Co. LLC Tranche B, term loan 5.25% 12/9/21 (n)

2,902,415

2,851,623

TerraForm AP Acquisition Holdings LLC Tranche B, term loan 8/11/22 (s)

3,000,000

2,970,000

 

19,275,815

TOTAL UTILITIES

60,186,624

TOTAL BANK LOAN OBLIGATIONS

(Cost $1,092,574,461)


1,068,944,862

Sovereign Loan Participations - 0.0%

 

Indonesian Republic loan participation:

Citibank 1.25% 12/14/19 (n)

904,290

886,205

Goldman Sachs 1.25% 12/14/19 (n)

775,000

759,500

Mizuho 1.25% 12/14/19 (n)

363,384

356,116

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,875,319)


2,001,821

Bank Notes - 1.2%

 

Principal Amount (e)

Value

Bank of America NA:

1.65% 3/26/18

$ 22,324,000

$ 22,212,693

1.75% 6/5/18

84,682,000

84,232,169

5.3% 3/15/17

3,467,000

3,644,614

Barclays Bank PLC 2.5% 2/20/19

7,200,000

7,266,816

Capital One NA 1.65% 2/5/18

18,801,000

18,561,926

Discover Bank:

(Delaware) 3.2% 8/9/21

23,245,000

22,850,439

3.1% 6/4/20

22,584,000

22,536,641

8.7% 11/18/19

2,958,000

3,535,484

JPMorgan Chase Bank 6% 10/1/17

11,313,000

12,209,555

KeyBank NA 6.95% 2/1/28

1,977,000

2,523,678

Marshall & Ilsley Bank 5% 1/17/17

14,669,000

15,309,889

Regions Bank 7.5% 5/15/18

24,647,000

27,954,430

Wachovia Bank NA 6% 11/15/17

2,243,000

2,450,439

TOTAL BANK NOTES

(Cost $242,512,420)

245,288,773

Preferred Securities - 0.8%

 

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen International Finance NV 2.5%(Reg. S) (i)(n)

EUR

2,150,000

2,343,384

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Cosan Overseas Ltd. 8.25% (i)

1,725,000

1,627,629

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

Total SA 2.625% (Reg. S) (i)(n)

EUR

2,150,000

2,299,559

FINANCIALS - 0.8%

Banks - 0.7%

BAC Capital Trust XIV 4% (i)(n)

1,245,000

967,734

Banco Do Brasil SA 9% (h)(i)(n)

1,415,000

1,147,484

Bank of America Corp.:

6.1% (i)(n)

3,225,000

3,238,216

6.25% (i)(n)

3,680,000

3,755,700

6.5% (i)(n)

3,000,000

3,159,795

Bank of Ireland 7.375% (Reg. S) (i)(n)

EUR

2,000,000

2,326,877

Barclays Bank PLC 7.625% 11/21/22

20,775,000

24,126,874

Barclays PLC:

6.625% (i)(n)

7,940,000

7,862,515

8.25% (i)(n)

5,470,000

5,897,920

Preferred Securities - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

BNP Paribas SA:

7.375% (h)(i)(n)

$ 3,830,000

$ 3,931,898

7.375% 12/29/49 (Reg. S) (n)

3,100,000

3,182,476

Citigroup, Inc.:

5.875% (i)(n)

4,305,000

4,378,134

5.95% (i)(n)

2,285,000

2,273,527

5.95% (i)(n)

6,945,000

6,787,466

6.3% (i)(n)

7,100,000

7,019,488

Credit Agricole SA:

6.625% (h)(i)(n)

14,035,000

13,938,915

6.625% (Reg. S) (i)(n)

2,850,000

2,830,489

8.125% 9/19/33 (Reg. S) (n)

2,500,000

2,861,487

JPMorgan Chase & Co.:

5.3% (i)(n)

3,245,000

3,260,582

6% (i)(n)

10,455,000

10,403,293

6.75% (i)(n)

10,085,000

10,697,020

Royal Bank of Scotland Group PLC:

7.5% (i)(n)

2,285,000

2,300,980

8% (i)(n)

1,140,000

1,169,689

Wells Fargo & Co. 5.875% (i)(n)

2,000,000

2,072,541

 

129,591,100

Capital Markets - 0.1%

Credit Suisse Group AG 6.25% (h)(i)(n)

5,000,000

4,864,037

Deutsche Bank AG 7.5% (i)(n)

7,600,000

7,670,144

Goldman Sachs Group, Inc. 5.375% (i)(n)

3,250,000

3,245,271

UBS Group AG:

6.875% (Reg. S) (i)(n)

1,950,000

1,944,259

7.125% (Reg. S) (i)(n)

1,700,000

1,836,629

 

19,560,340

Diversified Financial Services - 0.0%

Magnesita Finance Ltd.:

8.625% (h)(i)

650,000

496,336

8.625% (Reg. S) (i)

200,000

152,719

 

649,055

TOTAL FINANCIALS

149,800,495

Preferred Securities - continued

 

Principal Amount (e)

Value

INDUSTRIALS - 0.0%

Construction & Engineering - 0.0%

Odebrecht Finance Ltd.:

7.5% (h)(i)

$ 4,705,000

$ 3,369,267

7.5% (Reg. S) (i)

100,000

71,610

 

3,440,877

MATERIALS - 0.0%

Metals & Mining - 0.0%

CSN Islands XII Corp. 7% (Reg. S) (i)

2,100,000

1,035,971

UTILITIES - 0.0%

Electric Utilities - 0.0%

EDF SA 5.625% (Reg. S) (i)(n)

2,700,000

2,764,547

TOTAL PREFERRED SECURITIES

(Cost $163,665,548)


163,312,462

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.15% (b)
(Cost $1,185,530,172)

1,185,530,172


1,185,530,172

Cash Equivalents - 0.5%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15 (Collateralized by U.S. Government Obligations) # (c)
(Cost $110,825,000)

$ 110,825,462


110,825,000

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

Annual Report

Purchased Swaptions - 0.0%

Expiration Date

Notional Amount (e)

Value

Put Options - 0.0%

Option on a credit default swap with Morgan Stanley Capital Group, Inc. to buy protection on the 5-Year iTraxx Europe Crossover Series 23 Index expiring June 2020 exercise rate 3.125%
(Cost $172,578)

9/16/15

EUR

17,600,000

$ 206,315

TOTAL INVESTMENT PORTFOLIO - 104.0%

(Cost $21,131,127,040)

21,078,070,800

NET OTHER ASSETS (LIABILITIES) - (4.0)%

(808,453,417)

NET ASSETS - 100%

$ 20,269,617,383

TBA Sale Commitments

 

Principal Amount (e)

 

Fannie Mae

3% 9/1/45

$ (700,000)

(703,008)

3% 9/1/45

(700,000)

(703,008)

3% 9/1/45

(2,100,000)

(2,109,023)

3% 9/1/45

(33,200,000)

(33,342,657)

3% 9/1/45

(12,950,000)

(13,005,645)

3% 9/1/45

(9,700,000)

(9,741,680)

3% 9/1/45

(27,500,000)

(27,618,165)

3% 9/1/45

(11,000,000)

(11,047,266)

3.5% 9/1/45

(21,300,000)

(22,072,123)

3.5% 9/1/45

(21,300,000)

(22,072,123)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(13,200,000)

(14,018,812)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(3,600,000)

(3,823,312)

4% 9/1/45

(28,000,000)

(29,736,874)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(10,000,000)

(10,832,812)

TOTAL FANNIE MAE

(346,389,752)

TBA Sale Commitments - continued

 

Principal Amount (e)

Value

Freddie Mac

3% 9/1/45

$ (1,500,000)

$ (1,502,109)

3% 9/1/45

(3,200,000)

(3,204,500)

TOTAL FREDDIE MAC

(4,706,609)

Ginnie Mae

3.5% 9/1/45

(31,500,000)

(32,799,372)

3.5% 9/1/45

(20,000,000)

(20,824,998)

TOTAL GINNIE MAE

(53,624,370)

TOTAL TBA SALE COMMITMENTS

(Proceeds $404,373,664)

$ (404,720,731)

Futures Contracts

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Bond Index Contracts

9 Eurex Euro-Bobl Contracts (Germany)

Sept. 2015

$ 1,313,218

$ (3,300)

21 Eurex Euro-Buxl 30 Year Bond Contracts (Germany)

Sept. 2015

3,572,005

(57,360)

2 OSE Japan 10 Year Bond Contracts (Japan)

Sept. 2015

2,440,879

20,099

64 TME 10 Year Canadian Note Contracts (Canada)

Dec. 2015

6,879,659

(118,481)

TOTAL BOND INDEX CONTRACTS

$ 14,205,761

$ (159,042)

Treasury Contracts

21 ASX 10 Year Treasury Bond Index Contracts (Australia)

Sept. 2015

1,924,905

80,165

96 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

20,973,000

(55,692)

24 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

2,866,500

(23,111)

50 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

7,920,313

(286,818)

TOTAL TREASURY CONTRACTS

$ 33,684,718

$ (285,456)

TOTAL PURCHASED

$ 47,890,479

$ (444,498)

Futures Contracts - continued

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Bond Index Contracts

3 Eurex Euro-Bund Contracts (Germany)

Sept. 2015

$ 515,370

$ (5,052)

20 ICE Long Gilt Contracts (United Kingdom)

Dec. 2015

3,596,561

19,791

112 ICE Medium Gilt Contracts (United Kingdom)

Dec. 2015

19,051,124

22,345

TOTAL BOND INDEX CONTRACTS

$ 23,163,055

$ 37,084

Treasury Contracts

10 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

1,270,625

9,883

38 CBOT Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

5,875,750

182,799

TOTAL TREASURY CONTRACTS

$ 7,146,375

$ 192,682

TOTAL SOLD

$ 30,309,430

$ 229,766

 

$ 78,199,909

$ (214,732)

The face value of futures purchased as a percentage of net assets is 0.2%

The face value of futures sold as a percentage of net assets is 0.1%

Foreign Currency Contracts

Settlement Date

Currency

Counterparty

Type

Quantity

Contract Amount (e)

Unrealized Appreciation/
(Depreciation)

11/20/15

AUD

Credit Suisse Intl.

Sell

204,000

$ 149,743

$ 5,155

11/20/15

CAD

JPMorgan Chase Bank, N.A.

Sell

135,000

102,856

262

11/20/15

EUR

Credit Suisse Intl.

Buy

127,000

145,663

(2,968)

11/20/15

EUR

Credit Suisse Intl.

Buy

211,000

233,130

3,947

11/20/15

EUR

Credit Suisse Intl.

Buy

404,000

453,573

356

11/20/15

EUR

Credit Suisse Intl.

Sell

237,000

267,054

764

11/20/15

EUR

Credit Suisse Intl.

Sell

1,603,000

1,771,357

(29,753)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Buy

194,000

226,297

(8,321)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Sell

67,385,000

74,790,342

(922,557)

11/20/15

GBP

Credit Suisse Intl.

Buy

174,000

272,420

(5,534)

11/20/15

GBP

Credit Suisse Intl.

Buy

231,000

354,868

(553)

11/20/15

GBP

Credit Suisse Intl.

Sell

288,000

453,631

11,888

11/20/15

GBP

JPMorgan Chase Bank, N.A.

Sell

33,946,000

52,958,340

890,873

11/20/15

JPY

JPMorgan Chase Bank, N.A.

Sell

14,350,000

115,567

(2,940)

 

$ (59,381)

For the period, the average contract value for foreign currency contracts was $177,993,164. Contract value represents contract amount in United States dollars plus or minus unrealized appreciation or depreciation, respectively.

Swaps

Credit Default Swaps

Underlying Reference

Rating
(1)

Expiration Date

Clearinghouse/Counterparty

Fixed Payment Received/(Paid)

Notional Amount
(2)(3)

Value
(1)

Upfront Premium Received/
(Paid)

Unrealized Appreciation/(Depreciation)

Buy Protection

Carlsberg Breweries A/S

 

Jun.
2020

JPMorgan Chase Bank, N.A.

(1%)

EUR

2,600,000

$ (8,869)

$ 30,763

$ 21,894

Kering SA

 

Sep.
2018

Morgan Stanley Capital Group, Inc.

(1%)

EUR

3,500,000

(78,250)

8,252

(69,998)

Metro AG

 

Dec.
2019

Credit Suisse International

(1%)

EUR

3,850,000

(6,470)

(28,271)

(34,741)

Metro AG

 

Dec.
2019

JPMorgan Chase Bank, N.A.

(1%)

EUR

600,000

(1,008)

(1,718)

(2,726)

Standard Chartered Bank

 

Sep.
2020

Citibank, N.A.

(1%)

EUR

2,700,000

155,943

(145,356)

10,587

Valeo SA

 

Sep.
2018

Credit Suisse International

(1%)

EUR

3,500,000

(57,598)

(53,854)

(111,452)

TOTAL BUY PROTECTION

3,748

(190,184)

(186,436)

Sell Protection

Commerzbank AG

Ba2

Sep.
2019

Credit Suisse International

5%

EUR

1,850,000

342,816

(369,344)

(26,528)

Italy Republic Of

A2

Sep.
2020

JPMorgan Chase Bank, N.A.

1%

 

2,800,000

(13,065)

21,241

8,176

Pemex Project Funding Master Trust

A3

Sep.
2020

Barclays Bank PLC

1%

 

3,550,000

(191,039)

170,506

(20,533)

TOTAL SELL PROTECTION

138,712

(177,597)

(38,885)

TOTAL CREDIT DEFAULT SWAPS

$ 142,460

$ (367,781)

$ (225,321)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The credit rating or value can be measures of the current payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's® ratings are not available, S&P® ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

(2) Notional amount is stated in U.S. dollars unless otherwise noted.

(3) The notional amount of each credit default swap where the Fund has sold protection approximates the maximum potential amount of future payments that the Fund could be required to make if a credit event were to occur.

Swaps - continued

Interest Rate Swaps

Clearinghouse/
Counterparty(2)

Expiration Date

Notional Amount(1)

Payment Received

Payment Paid

Value

Upfront Premium Received/
(Paid)(3)

Unrealized Appreciation/(Depreciation)

LCH

Sep. 2020

$ 35,400,000

3-month LIBOR

2.25%

$ (657,215)

$ 0

$ (657,215)

LCH

Sep. 2025

20,500,000

3-month LIBOR

2.75%

(686,088)

0

(686,088)

LCH

Sep. 2045

8,700,000

3-month LIBOR

3%

(543,452)

0

(543,452)

TOTAL INTEREST RATE SWAPS

$ (1,886,755)

$ 0

$ (1,886,755)

(1) Notional amount is stated in U.S. dollars unless otherwise noted.

 

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

 

(3) 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

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

Legend

(a) Non-income producing

(b) 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.

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

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

(e) Amount is stated in United States dollars unless otherwise noted.

(f) 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.

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

(h) 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 $2,370,236,323 or 11.7% of net assets.

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

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

(k) 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 $873,986.

(l) 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 $3,713,112.

(m) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $182,501.

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

(o) 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.

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

(q) 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.

(r) 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.

(s) The coupon rate will be determined upon settlement of the loan after period end.

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

Repurchase Agreement / Counterparty

Value

$110,825,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 110,825,000

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

Fidelity Cash Central Fund

$ 913,060

Fidelity Floating Rate Central Fund

17,840,584

Fidelity Mortgage Backed Securities Central Fund

4,263,089

Total

$ 23,016,733

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

Value,
beginning of period

Purchases

Sales
Proceeds
*

Value,
end of
period

% ownership, end of
period

Fidelity Floating Rate Central Fund

$ 440,816,855

$ 589,842,295

$ 1,013,143,899

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

2,130,357,633

-

2,121,313,208

-

0.0%

Total

$ 2,571,174,488

$ 589,842,295

$ 3,134,457,107

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 846,728

$ 846,728

$ -

$ -

Financials

12,705,468

12,459,374

246,094

-

Materials

2,680,932

2,680,932

-

-

Telecommunication Services

451,792

317,384

-

134,408

Corporate Bonds

8,951,784,547

-

8,951,772,409

12,138

U.S. Government and Government Agency Obligations

3,844,418,792

-

3,844,418,792

-

U.S. Government Agency - Mortgage Securities

2,844,544,800

-

2,844,544,800

-

Asset-Backed Securities

153,200,820

-

149,424,222

3,776,598

Collateralized Mortgage Obligations

594,721,855

-

594,721,855

-

Commercial Mortgage Securities

1,364,361,739

-

1,363,122,289

1,239,450

Municipal Securities

307,210,465

-

307,210,465

-

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Foreign Government and Government Agency Obligations

$ 224,958,802

$ -

$ 223,345,807

$ 1,612,995

Supranational Obligations

74,655

-

74,655

-

Bank Loan Obligations

1,068,944,862

-

1,057,929,638

11,015,224

Sovereign Loan Participations

2,001,821

-

-

2,001,821

Bank Notes

245,288,773

-

245,288,773

-

Preferred Securities

163,312,462

-

163,312,462

-

Money Market Funds

1,185,530,172

1,185,530,172

-

-

Cash Equivalents

110,825,000

-

110,825,000

-

Purchased Swaptions

206,315

-

206,315

-

Total Investments in Securities:

$ 21,078,070,800

$ 1,201,834,590

$ 19,856,443,576

$ 19,792,634

Other Derivative
Instruments:

Assets

Foreign Currency Contracts

$ 913,245

$ -

$ 913,245

$ -

Futures Contracts

335,082

335,082

-

-

Swaps

498,759

-

498,759

-

Total Assets

$ 1,747,086

$ 335,082

$ 1,412,004

$ -

Liabilities

Foreign Currency Contracts

$ (972,626)

$ -

$ (972,626)

$ -

Futures Contracts

(549,814)

(549,814)

-

-

Swaps

(2,243,054)

-

(2,243,054)

-

Total Liabilities

$ (3,765,494)

$ (549,814)

$ (3,215,680)

$ -

Total Other Derivative Instruments:

$ (2,018,408)

$ (214,732)

$ (1,803,676)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (404,720,731)

$ -

$ (404,720,731)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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

Credit Risk

Purchased Swaptions (c)

$ 206,315

$ -

Swaps (d)

498,759

(356,299)

Total Credit Risk

705,074

(356,299)

Foreign Exchange Risk

Foreign Currency Contracts (a)

913,245

(972,626)

Interest Rate Risk

Futures Contracts (b)

335,082

(549,814)

Swaps (d)

-

(1,886,755)

Total Interest Rate Risk

335,082

(2,436,569)

Total Value of Derivatives

$ 1,953,401

$ (3,765,494)

(a) Gross value is presented in the Statement of Assets and Liabilities in the unrealized appreciation/depreciation on foreign currency contracts line-items.

(b) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

(c) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

(d) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items. For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. For centrally cleared OTC swaps, only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

88.6%

United Kingdom

2.6%

Mexico

1.8%

Luxembourg

1.2%

Others (Individually Less Than 1%)

5.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

 

August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $108,651,950 and repurchase agreements of $110,825,000) - See accompanying schedule:

Unaffiliated issuers (cost $19,945,596,868)

$ 19,892,540,628

 

Fidelity Central Funds (cost $1,185,530,172)

1,185,530,172

 

Total Investments (cost $21,131,127,040)

 

$ 21,078,070,800

Cash

 

4,601,208

Foreign currency held at value (cost $1,296,971)

1,290,124

Receivable for investments sold

153,384,612

Receivable for TBA sale commitments

 

404,373,664

Unrealized appreciation on foreign currency contracts

913,245

Receivable for fund shares sold

27,302,194

Dividends receivable

242,549

Interest receivable

158,024,967

Distributions receivable from Fidelity Central Funds

188,651

Bi-lateral OTC swaps, at value

498,759

Other receivables

112,232

Total assets

21,829,003,005

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 68,454,513

 

Delayed delivery

790,446,815

TBA sale commitments, at value

404,720,731

Unrealized depreciation on foreign currency contracts

972,626

Payable for fund shares redeemed

173,044,860

Distributions payable

2,134,426

Bi-lateral OTC swaps, at value

356,299

Accrued management fee

5,298,334

Distribution and service plan fees payable

313,760

Payable for daily variation margin for derivative instruments

17,256

Other affiliated payables

2,448,328

Other payables and accrued expenses

352,674

Collateral on securities loaned, at value

110,825,000

Total liabilities

1,559,385,622

 

 

 

Net Assets

$ 20,269,617,383

Net Assets consist of:

 

Paid in capital

$ 20,225,298,052

Undistributed net investment income

36,361,125

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

63,760,134

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

(55,801,928)

Net Assets

$ 20,269,617,383

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($852,242,899 ÷ 80,933,467 shares)

$ 10.53

 

 

 

Maximum offering price per share (100/96.00 of $10.53)

$ 10.97

Class T:

Net Asset Value and redemption price per share ($101,673,134 ÷ 9,671,869 shares)

$ 10.51

 

 

 

Maximum offering price per share (100/96.00 of $10.51)

$ 10.95

Class B:

Net Asset Value and offering price per share ($3,305,036 ÷ 313,709 shares)A

$ 10.54

 

 

 

Class C:

Net Asset Value and offering price per share ($139,264,398 ÷ 13,223,547 shares)A

$ 10.53

 

 

 

Total Bond:

Net Asset Value, offering price and redemption price per share ($17,359,293,916 ÷ 1,648,977,386 shares)

$ 10.53

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($1,266,870,294 ÷ 120,521,809 shares)

$ 10.51

 

 

 

Class Z:

Net Asset Value, offering price and redemption price per share ($546,967,706 ÷ 52,032,071 shares)

$ 10.51

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

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

Annual Report

Statement of Operations

 

Year ended August 31, 2015

 

 

 

Investment Income

 

 

Dividends

 

$ 6,479,130

Interest

 

612,468,413

Income from Fidelity Central Funds

 

23,016,733

Total income

 

641,964,276

 

 

 

Expenses

Management fee

$ 57,874,540

Transfer agent fees

19,640,595

Distribution and service plan fees

3,324,779

Fund wide operations fee

7,291,490

Independent trustees' compensation

75,099

Miscellaneous

43,573

Total expenses before reductions

88,250,076

Expense reductions

(7,127)

88,242,949

Net investment income (loss)

553,721,327

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

128,436,511

Fidelity Central Funds

206,487,401

 

Foreign currency transactions

20,043,666

Futures contracts

1,751,878

Swaps

(3,476,434)

 

Total net realized gain (loss)

 

353,243,022

Change in net unrealized appreciation (depreciation) on:

Investment securities

(775,667,108)

Assets and liabilities in foreign currencies

(5,291,385)

Futures contracts

(421,238)

Swaps

(1,389,874)

Delayed delivery commitments

206,650

 

Total change in net unrealized appreciation (depreciation)

 

(782,562,955)

Net gain (loss)

(429,319,933)

Net increase (decrease) in net assets resulting from operations

$ 124,401,394

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 553,721,327

$ 415,512,458

Net realized gain (loss)

353,243,022

77,368,067

Change in net unrealized appreciation (depreciation)

(782,562,955)

416,914,720

Net increase (decrease) in net assets resulting from operations

124,401,394

909,795,245

Distributions to shareholders from net investment income

(523,227,512)

(392,171,286)

Distributions to shareholders from net realized gain

(52,368,873)

(128,031,263)

Total distributions

(575,596,385)

(520,202,549)

Share transactions - net increase (decrease)

4,814,116,048

3,089,248,773

Total increase (decrease) in net assets

4,362,921,057

3,478,841,469

 

 

 

Net Assets

Beginning of period

15,906,696,326

12,427,854,857

End of period (including undistributed net investment income of $36,361,125 and undistributed net investment income of $23,414,948, respectively)

$ 20,269,617,383

$ 15,906,696,326

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .287

  .292

  .263

  .322

  .381

Net realized and unrealized gain (loss)

  (.224)

  .382

  (.468)

  .438

  .187

Total from investment operations

  .063

  .674

  (.205)

  .760

  .568

Distributions from net investment income

  (.270)

  (.275)

  (.250)

  (.335)

  (.367)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.303)

  (.384)

  (.605)

  (.510)

  (.578)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  .58%

  6.56%

  (1.94)%

  7.11%

  5.35%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of fee waivers, if any

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of all reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Net investment income (loss)

  2.69%

  2.76%

  2.41%

  2.92%

  3.50%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 852,243

$ 639,235

$ 517,259

$ 643,995

$ 1,225,165

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.28

$ 11.03

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .285

  .290

  .265

  .328

  .386

Net realized and unrealized gain (loss)

  (.234)

  .392

  (.477)

  .433

  .186

Total from investment operations

  .051

  .682

  (.212)

  .761

  .572

Distributions from net investment income

  (.268)

  (.273)

  (.253)

  (.336)

  (.371)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.301)

  (.382)

  (.608)

  (.511)

  (.582)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.28

$ 11.03

Total ReturnA, B

  .47%

  6.65%

  (2.01)%

  7.14%

  5.39%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of fee waivers, if any

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of all reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Net investment income (loss)

  2.67%

  2.74%

  2.44%

  2.97%

  3.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 101,673

$ 57,972

$ 52,848

$ 59,896

$ 60,500

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 10.48

$ 11.29

$ 11.04

$ 11.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .213

  .217

  .189

  .247

  .307

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.469)

  .434

  .177

Total from investment operations

  (.011)

  .609

  (.280)

  .681

  .484

Distributions from net investment income

  (.196)

  (.200)

  (.175)

  (.256)

  (.293)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.229)

  (.309)

  (.530)

  (.431)

  (.504)

Net asset value, end of period

$ 10.54

$ 10.78

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.12)%

  5.91%

  (2.61)%

  6.36%

  4.54%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of fee waivers, if any

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of all reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Net investment income (loss)

  1.99%

  2.04%

  1.73%

  2.24%

  2.82%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,305

$ 4,460

$ 7,112

$ 11,515

$ 9,225

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .205

  .211

  .185

  .246

  .308

Net realized and unrealized gain (loss)

  (.225)

  .382

  (.469)

  .434

  .187

Total from investment operations

  (.020)

  .593

  (.284)

  .680

  .495

Distributions from net investment income

  (.187)

  (.194)

  (.171)

  (.255)

  (.294)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.220)

  (.303)

  (.526)

  (.430)

  (.505)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.20)%

  5.75%

  (2.65)%

  6.34%

  4.65%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of fee waivers, if any

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of all reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Net investment income (loss)

  1.92%

  1.99%

  1.69%

  2.23%

  2.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 139,264

$ 83,818

$ 79,711

$ 102,385

$ 63,867

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.47

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .320

  .326

  .300

  .363

  .423

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.478)

  .434

  .187

Total from investment operations

  .096

  .718

  (.178)

  .797

  .610

Distributions from net investment income

  (.303)

  (.309)

  (.287)

  (.372)

  (.409)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.336)

  (.418)

  (.642)

  (.547)

  (.620)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.47

$ 11.29

$ 11.04

Total ReturnA

  .88%

  7.00%

  (1.70)%

  7.48%

  5.76%

Ratios to Average Net AssetsC, E

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Net investment income (loss)

  2.99%

  3.07%

  2.75%

  3.29%

  3.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,359,294

$ 14,547,801

$ 11,526,014

$ 13,963,154

$ 11,418,458

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.27

$ 11.02

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .313

  .319

  .295

  .353

  .413

Net realized and unrealized gain (loss)

  (.233)

  .393

  (.469)

  .435

  .178

Total from investment operations

  .080

  .712

  (.174)

  .788

  .591

Distributions from net investment income

  (.297)

  (.303)

  (.281)

  (.363)

  (.400)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.330)

  (.412)

  (.636)

  (.538)

  (.611)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.27

$ 11.02

Total ReturnA

  .73%

  6.95%

  (1.67)%

  7.40%

  5.58%

Ratios to Average Net AssetsC, E

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Net investment income (loss)

  2.94%

  3.02%

  2.69%

  3.20%

  3.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,266,870

$ 573,410

$ 244,911

$ 596,238

$ 531,451

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class Z

Year ended August 31,

2015 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.66

Income from Investment Operations

 

Net investment income (loss)D

  .234

Net realized and unrealized gain (loss)

  (.167)

Total from investment operations

  .067

Distributions from net investment income

  (.217)

Net asset value, end of period

$ 10.51

Total ReturnB, C

  .59%

Ratios to Average Net AssetsE, H

 

Expenses before reductions

  .36%A

Expenses net of fee waivers, if any

  .36%A

Expenses net of all reductions

  .36%A

Net investment income (loss)

  3.29%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 546,968

Portfolio turnover rateF

  140%I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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 ranged from less than .005%.

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

G For the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

1. Organization.

Fidelity Total Bond Fund (the Fund) is a fund of Fidelity Income Fund (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 commenced sale of Class Z shares on December 22, 2014. The Fund offers Class A, Class T, Class C, Total Bond, Class I (formerly Institutional Class) and Class Z shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 .01%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

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

 

Less than .005%

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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 fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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 notes, bank loan obligations, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, 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. Asset backed securities, 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 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.

The U.S. dollar value of foreign currency contracts is determined using currency exchange rates supplied by a pricing service and are categorized as Level 2 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. 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.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Realized gains and losses on foreign currency transactions arise from the disposition of foreign currency, closed foreign currency contracts, realized changes in the value of foreign currency between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Unrealized gains and losses on assets and liabilities in foreign currencies arise from changes in the value of foreign currency including foreign currency contracts, and from assets and liabilities denominated in foreign currencies, other than investments, which are held at period end.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 August 31, 2015, 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to future contracts, swaps, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales 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

$ 345,834,958

Gross unrealized depreciation

(409,484,462)

Net unrealized appreciation (depreciation) on securities

$ (63,649,504)

Tax Cost

$ 21,141,720,304

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

Undistributed ordinary income

$ 46,977,149

Undistributed long-term capital gain

$ 64,917,805

Net unrealized appreciation (depreciation) on securities and other investments

$ (67,484,185)

At period end, the Fund was required to defer approximately $1,162,429 of losses on futures contracts.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 565,758,842

$ 392,171,286

Long-term Capital Gains

9,837,543

128,031,263

Total

$ 575,596,385

$ 520,202,549

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

Annual Report

3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

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. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Annual Report

Notes to Financial Statements - continued

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, foreign currency contracts, options 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, to facilitate transactions in foreign-denominated securities 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 risks:

Credit Risk

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

Foreign Exchange Risk

Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates.

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as foreign currency contracts, options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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)

Credit Risk

 

 

Purchased Options

$ 170,483

63,753

Swaps

(135,206)

128,070

Total Credit Risk

35,277

191,823

Foreign Exchange Risk

 

 

Foreign Currency Contracts

20,954,439

(5,376,167)

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives - continued

Primary Risk Exposure / Derivative Type

Net Realized Gain
(Loss)

Change in Net
Unrealized Appreciation
(Depreciation)

Interest Rate Risk

 

 

Futures Contracts

$ 1,751,878

(421,238)

Swaps

(3,341,228)

(1,517,944)

Total Interest Rate Risk

(1,589,350)

(1,939,182)

TotalsA

$ 19,400,366

$ (7,123,526)

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

Foreign Currency Contracts. Foreign currency contracts represent obligations to purchase or sell foreign currency on a specified future date at a price fixed at the time the contracts are entered into. The Fund used foreign currency contracts to facilitate transactions in foreign-denominated securities and to manage exposure to certain foreign currencies.

Foreign currency contracts are valued daily and fluctuations in exchange rates on open contracts are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the closing value and the value at the time it was opened. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on foreign currency contracts during the period is included in the Statement of Operations as part of net realized gain (loss) on foreign currency transactions and change in unrealized gain (loss) on assets and liabilities in foreign currencies, respectively.

Any open foreign currency contracts at period end are presented in the Schedule of Investments under the caption "Foreign Currency Contracts." The contract amount and unrealized appreciation (depreciation) reflects each contract's exposure to the underlying currency at period end.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to potential credit events.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fundwill realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Options - continued

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. 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.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

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.

Annual Report

4. Derivative Instruments - continued

Swaps - continued

For both bi-lateral and centrally cleared OTC swaps, 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.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Credit Default Swaps - continued

reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

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, in-kind transactions and U.S. government securities, aggregated $7,860,792,369 and $2,304,473,823, 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 .20% 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 .31% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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%

$ 1,905,468

$ 92,792

Class T

-%

.25%

199,114

263

Class B

.65%

.25%

35,423

25,610

Class C

.75%

.25%

1,184,774

414,221

 

 

 

$ 3,324,779

$ 532,886

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, .75% 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

$ 110,705

Class T

18,730

Class B*

3,938

Class C*

29,613

 

$ 162,986

* 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 each respective class of the Fund, with the exception of Total Bond. FIIOC receives an asset-based fee of .10% of Total Bond's average net assets. FIIOC pays

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 1,171,236

.15

Class T

135,484

.17

Class B

8,031

.20

Class C

207,015

.17

Total Bond

16,555,477

.10

Class I

1,553,662

.15

Class Z

9,690

.01*

 

$ 19,640,595

 

* Annualized

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

Exchanges In-Kind. During the period, the Fund redeemed in-kind all of its shares of Fidelity Floating Rate Central Fund and Fidelity Mortgage-Backed Securities Central Fund in exchange for cash and investments, including accrued interest totaling $3,134,457,108. Net realized gain (loss) of $206,487,401 on the redemptions of the Fidelity Floating Rate Central Fund and Fidelity Mortgage Backed Securities Central Fund shares is included in the accompanying Statement of Operations as "Realized gain (loss) on Fidelity Central Funds." The transaction generally did not result in the recognition of gains or losses for federal income tax purposes.

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

Annual Report

7. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25,772 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. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 interest income. Total security lending income during the period amounted to $979,154.

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 $185 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,942.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class A

$ 19,261,143

$ 13,954,534

Class T

1,998,555

1,278,101

Class B

71,894

98,704

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders - continued

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class C

$ 2,070,818

$ 1,370,977

Total Bond

468,456,666

365,495,794

Class I

28,443,167

9,973,176

Class Z

2,925,269

-

Total

$ 523,227,512

$ 392,171,286

From net realized gain

 

 

Class A

$ 2,146,775

$ 5,373,525

Class T

193,116

488,998

Class B

13,138

67,567

Class C

303,573

778,077

Total Bond

47,388,889

118,942,382

Class I

2,323,382

2,380,714

Total

$ 52,368,873

$ 128,031,263

A Distributions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

11. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class A

 

 

 

 

Shares sold

46,571,257

26,077,273

$ 499,377,221

$ 277,129,495

Reinvestment of distributions

1,930,629

1,748,624

20,670,065

18,500,215

Shares redeemed

(26,903,901)

(17,864,267)

(288,269,536)

(188,866,328)

Net increase (decrease)

21,597,985

9,961,630

$ 231,777,750

$ 106,763,382

Class T

 

 

 

 

Shares sold

6,974,914

2,788,455

$ 74,605,782

$ 29,566,996

Reinvestment of distributions

199,988

156,306

2,136,905

1,651,554

Shares redeemed

(2,893,126)

(2,607,297)

(30,963,185)

(27,459,813)

Net increase (decrease)

4,281,776

337,464

$ 45,779,502

$ 3,758,737

Class B

 

 

 

 

Shares sold

54,717

54,926

$ 586,026

$ 586,880

Reinvestment of distributions

6,657

13,145

71,357

138,775

Shares redeemed

(161,541)

(332,831)

(1,731,933)

(3,513,622)

Net increase (decrease)

(100,167)

(264,760)

$ (1,074,550)

$ (2,787,967)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class C

 

 

 

 

Shares sold

8,235,348

3,017,051

$ 88,316,556

$ 32,060,704

Reinvestment of distributions

196,619

175,726

2,104,956

1,856,402

Shares redeemed

(2,989,581)

(3,020,982)

(31,990,728)

(31,912,884)

Net increase (decrease)

5,442,386

171,795

$ 58,430,784

$ 2,004,222

Total Bond

 

 

 

 

Shares sold

1,119,099,210

472,537,567

$ 12,023,173,893

$ 5,013,051,437

Reinvestment of distributions

46,138,120

43,741,412

493,997,692

463,024,654

Shares redeemed

(866,846,007)

(266,060,657)

(9,307,894,830)

(2,814,029,450)

Net increase (decrease)

298,391,323

250,218,322

$ 3,209,276,755

$ 2,662,046,641

Class I

 

 

 

 

Shares sold

96,458,549

37,515,573

$ 1,031,052,872

$ 397,915,160

Reinvestment of distributions

2,698,883

1,097,010

28,838,468

11,632,287

Shares redeemed

(31,950,235)

(8,713,037)

(340,167,664)

(92,083,689)

Net increase (decrease)

67,207,197

29,899,546

$ 719,723,676

$ 317,463,758

Class Z

 

 

 

 

Shares sold

56,087,638

-

$ 592,975,149

$ -

Reinvestment of distributions

276,639

-

2,920,079

-

Shares redeemed

(4,332,206)

-

(45,693,097)

-

Net increase (decrease)

52,032,071

-

$ 550,202,131

$ -

A Share transactions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015

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.

At the end of the period, Strategic Advisers Core Income Fund was the owner of record of approximately 24% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 25% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by commercial and residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Total Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Bond Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 23, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversee 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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

Annual Report

Trustees and Officers - continued

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 (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

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

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as 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.

Annual Report

Trustees and Officers - continued

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

+ The information above 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 each fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor Total Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class Z

10/12/15

10/09/15

$0.059

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015 $74,755,347, or, if subsequently determined to be different, the net capital gain of such year.

A total of 12.07% 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 $322,364,085 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Investments
Money Management, Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ATBZ-UANN-1015
1.9862223.100
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments August 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

Fidelity®

Total Bond

Fund

Annual Report

August 31, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 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. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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 $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2015

Past 1
year

Past 5
years

Past 10
years

Fidelity® Total Bond Fund

0.88%

3.82%

4.89%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Total Bond Fund, a class of the fund, on August 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period.

tbd3847495

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a modest gain for the 12 months ending August 31, 2015, driven entirely by coupon (stated interest) payments amid expectations for an eventual hike in policy interest rates. The Barclays® U.S. Aggregate Bond Index returned 1.56% for the period. Longer-term bond yields trended lower and bottomed out in February on concerns about economic growth. They then trended higher until June due to expectations for higher policy interest rates. Yet the U.S. Federal Reserve took no action amid continued-low inflationary pressure and dampened economic expectations. Late in the period, market volatility spiked to roughly a four-year high in an environment of decreased bond issuance, weaker economic data emanating from China and falling crude-oil prices, all of which combined to lower expectations for a near-term rate increase while also raising demand for bonds, thus lowering yields. Among sectors in the Barclays index, U.S. Treasury bonds (+2%) strongly outperformed corporate bonds (-1%), as credit spreads - the yield premiums demanded by investors for holding riskier bonds - widened for much of the period. Outside of the index, high-yield declined and was among the weakest sectors. At period end, the Fed kept alive the chance that it may raise rates in 2015, but market expectations of a move before October decreased significantly.

Comments from Lead Portfolio Manager Ford O'Neil: For the year, the fund's share classes (excluding sales charges, if applicable) lagged the Barclays Aggregate index. I continued to take the investment approach I've used since I began managing the fund in 2004, because I think it is the best way to achieve my goal of beating our primary benchmark over longer periods of time. I have ultimate authority and accountability for asset allocations decisions, as well as for securities selection in the investment-grade portion of the fund. I also tap the best ideas of Fidelity's fixed-income specialists. Since we don't chase yield, we believe it's important to fully understand the risk/return profile of each of our investments to ensure we're assuming a reasonable trade-off by owning them. Sector selection detracted most from relative performance, especially underweighting comparatively strong U.S. Treasuries and overweighting the lagging high-yield corporate, emerging-markets debt and investment-grade credit sectors. Conversely, good picks among both high-yield and investment-grade corporate securities was a plus, as was yield-curve positioning. However, security selection among government-related bonds hurt, particularly holdings in taxable municipal bonds issued by Illinois and Chicago.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2015 to August 31, 2015).

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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B 

Beginning
Account Value
March 1, 2015

Ending
Account Value
August 31, 2015

Expenses Paid
During Period
C
March 1, 2015
to August 31, 2015

Class A

.75%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 3.76

Hypothetical A

 

$ 1,000.00

$ 1,021.42

$ 3.82

Class T

.77%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ 3.86

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class B

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 984.90

$ 7.20

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 983.60

$ 7.55

Hypothetical A

 

$ 1,000.00

$ 1,017.59

$ 7.68

Total Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 989.80

$ 2.26

Hypothetical A

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class I

.50%

 

 

 

Actual

 

$ 1,000.00

$ 988.60

$ 2.51

Hypothetical A

 

$ 1,000.00

$ 1,022.68

$ 2.55

Class Z

.36%

 

 

 

Actual

 

$ 1,000.00

$ 989.30

$ 1.81

Hypothetical A

 

$ 1,000.00

$ 1,023.39

$ 1.84

A 5% return per year before expenses

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

C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2015

As of February 28, 2015

tbd3847497

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbd3847499

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbd3847501

AAA 3.1%

 

tbd3847503

AAA 3.9%

 

tbd3847505

AA 2.3%

 

tbd3847507

AA 2.1%

 

tbd3847509

A 13.0%

 

tbd3847511

A 9.4%

 

tbd3847513

BBB 25.4%

 

tbd3847515

BBB 22.7%

 

tbd3847517

BB and Below 16.8%

 

tbd3847519

BB and Below 15.7%

 

tbd3847521

Not Rated 1.4%

 

tbd3847523

Not Rated 1.3%

 

tbd3847525

Equities 0.1%

 

tbd3847527

Equities 0.1%

 

tbd3847529

Short-Term
Investments and
Net Other Assets 4.5%

 

tbd3847531

Short-Term
Investments and
Net Other Assets 0.8%

 

tbd3847533

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.

Weighted Average Maturity as of August 31, 2015

 

 

6 months ago

Years

7.8

7.4

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2015

 

 

6 months ago

Years

5.4

5.1

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)

As of August 31, 2015*

As of February 28, 2015**

tbd3847535

Corporate Bonds 44.2%

 

tbd3847537

Corporate Bonds 37.7%

 

tbd3847539

U.S. Government and
U.S. Government
Agency Obligations 33.4%

 

tbd3847541

U.S. Government and
U.S. Government
Agency Obligations 44.0%

 

tbd3847543

Asset-Backed
Securities 0.8%

 

tbd3847545

Asset-Backed
Securities 1.1%

 

tbd3847547

CMOs and Other Mortgage Related
Securities 7.1%

 

tbd3847549

CMOs and Other Mortgage Related
Securities 7.2%

 

tbd3847551

Municipal Bonds 1.5%

 

tbd3847553

Municipal Bonds 1.5%

 

tbd3847555

Stocks 0.1%

 

tbd3847557

Stocks 0.3%

 

tbd3847559

Other Investments 8.4%

 

tbd3847561

Other Investments 7.4%

 

tbd3847563

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.5%

 

tbd3847565

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

tbd3847567

* Foreign investments

11.4%

 

** Foreign investments

10.2%

 

* Futures and Swaps

(0.3)%

 

** Futures and Swaps

(0.2)%

 

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

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 advisor.fidelity.com, as applicable.

Annual Report


Investments August 31, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 44.2%

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - 4.8%

Auto Components - 0.0%

J.B. Poindexter & Co., Inc. 9% 4/1/22 (h)

$ 3,045,000

$ 3,303,825

Tenedora Nemak SA de CV 5.5% 2/28/23 (h)

1,940,000

1,935,150

Tupy Overseas SA 6.625% 7/17/24 (h)

530,000

501,513

 

5,740,488

Automobiles - 1.2%

Daimler Finance North America LLC 1.45% 8/1/16 (h)

7,526,000

7,547,035

General Motors Co.:

3.5% 10/2/18

9,215,000

9,344,563

5.2% 4/1/45

4,250,000

3,990,278

6.25% 10/2/43

1,543,000

1,651,376

General Motors Financial Co., Inc.:

2.4% 4/10/18

40,000,000

39,523,760

2.625% 7/10/17

2,955,000

2,980,310

3% 9/25/17

6,726,000

6,757,955

3.15% 1/15/20

27,252,000

26,908,053

3.2% 7/13/20

20,200,000

19,930,209

3.25% 5/15/18

4,810,000

4,836,893

3.5% 7/10/19

10,761,000

10,844,064

4% 1/15/25

18,085,000

17,106,113

4.25% 5/15/23

5,420,000

5,325,670

4.375% 9/25/21

47,963,000

48,394,763

4.75% 8/15/17

5,050,000

5,236,244

Volkswagen Group of America Finance LLC 2.45% 11/20/19 (h)

33,222,000

33,219,907

 

243,597,193

Diversified Consumer Services - 0.1%

Ingersoll-Rand Global Holding Co. Ltd.:

2.875% 1/15/19

1,206,000

1,220,062

4.25% 6/15/23

8,466,000

8,681,705

 

9,901,767

Hotels, Restaurants & Leisure - 0.4%

24 Hour Holdings III LLC 8% 6/1/22 (h)

5,650,000

4,491,750

Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22

2,165,000

1,813,188

Eldorado Resorts, Inc. 7% 8/1/23 (h)

1,060,000

1,052,050

ESH Hospitality, Inc. 5.25% 5/1/25 (h)

1,100,000

1,067,000

FelCor Lodging LP 5.625% 3/1/23

135,000

139,050

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (h)

5,000,000

5,137,500

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

InterContinental Hotel Group PLC 3.75% 8/14/25
(Reg. S)

GBP

1,650,000

$ 2,493,392

LTF Merger Sub, Inc. 8.5% 6/15/23 (h)

4,070,000

3,968,250

MCE Finance Ltd. 5% 2/15/21 (h)

10,530,000

9,634,950

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20

2,790,000

2,755,125

RHP Hotel Properties LP/RHP Finance Corp. 5% 4/15/23 (h)

540,000

534,600

Scientific Games Corp.:

6.625% 5/15/21

9,310,000

6,889,400

7% 1/1/22 (h)

7,445,000

7,612,513

10% 12/1/22

10,060,000

9,230,050

Speedway Motorsports, Inc. 5.125% 2/1/23

3,315,000

3,281,850

Times Square Hotel Trust 8.528% 8/1/26 (h)

740,700

897,563

Whitbread PLC 3.375% 10/16/25 (Reg. S)

GBP

1,500,000

2,275,947

Wynn Macau Ltd. 5.25% 10/15/21 (h)

14,650,000

13,441,375

 

76,715,553

Household Durables - 0.2%

Meritage Homes Corp. 6% 6/1/25

1,905,000

1,920,469

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

2,935,000

3,026,719

8.25% 2/15/21 (n)

3,885,000

3,996,694

Standard Pacific Corp. 5.875% 11/15/24

1,775,000

1,819,375

Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (h)

1,495,000

1,498,738

TRI Pointe Homes, Inc.:

4.375% 6/15/19

570,000

565,013

5.875% 6/15/24

415,000

408,775

William Lyon Homes, Inc.:

5.75% 4/15/19

5,935,000

5,990,611

7% 8/15/22

10,230,000

10,562,475

 

29,788,869

Internet & Catalog Retail - 0.0%

Zayo Group LLC/Zayo Capital, Inc. 6.375% 5/15/25 (h)

5,000,000

4,950,000

Media - 2.8%

21st Century Fox America, Inc.:

6.15% 3/1/37

4,759,000

5,280,039

6.15% 2/15/41

11,572,000

13,012,240

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

21st Century Fox America, Inc.: - continued

7.75% 12/1/45

$ 3,932,000

$ 5,328,352

Altice SA:

5.375% 7/15/23 (h)

2,560,000

2,534,400

7.625% 2/15/25 (h)

9,805,000

9,314,750

7.75% 5/15/22 (h)

20,575,000

20,060,625

7.75% 7/15/25 (h)

1,795,000

1,718,713

7.75% 7/15/25 (h)

1,610,000

1,569,750

AOL Time Warner, Inc. 7.625% 4/15/31

500,000

625,349

CCO Holdings LLC/CCO Holdings Capital Corp.:

5.125% 2/15/23

1,130,000

1,127,175

5.125% 5/1/23 (h)

4,370,000

4,370,000

5.875% 5/1/27 (h)

7,115,000

6,972,700

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

4.464% 7/23/22 (h)

20,419,000

20,310,555

4.908% 7/23/25 (h)

20,419,000

20,278,885

6.484% 10/23/45 (h)

20,419,000

20,709,195

Clear Channel Communications, Inc.:

5.5% 12/15/16

8,985,000

8,490,825

6.875% 6/15/18

2,270,000

1,974,900

9% 12/15/19

9,000,000

8,471,250

10% 1/15/18

4,260,000

3,093,825

Cogeco Cable, Inc. 4.875% 5/1/20 (h)

2,335,000

2,383,218

Columbus International, Inc. 7.375% 3/30/21 (h)

11,476,000

12,078,490

Comcast Corp.:

3.6% 3/1/24

24,000,000

24,468,240

4.6% 8/15/45

33,362,000

33,903,599

4.95% 6/15/16

2,344,000

2,420,841

6.45% 3/15/37

2,196,000

2,728,947

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 5.875% 10/1/19

5,944,000

6,647,550

Discovery Communications LLC:

3.25% 4/1/23

1,789,000

1,665,985

6.35% 6/1/40

6,392,000

6,613,681

DISH DBS Corp. 5.875% 11/15/24

6,760,000

6,160,050

Globo Comunicacao e Participacoes SA:

4.843% 6/8/25 (h)

850,000

798,745

4.875% 4/11/22 (h)

565,000

572,063

iHeartCommunications, Inc. 10.625% 3/15/23

2,695,000

2,418,763

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21 (n)

$ 6,521,000

$ 7,173,100

MDC Partners, Inc. 6.75% 4/1/20 (h)

4,985,000

4,941,381

MHGE Parent LLC / MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (h)(n)

13,130,000

13,261,300

Midcontinent Communications & Midcontinent Finance Corp. 6.875% 8/15/23 (h)

4,530,000

4,563,975

Myriad International Holding BV 6% 7/18/20 (h)

515,000

551,299

NBCUniversal, Inc. 5.15% 4/30/20

11,614,000

13,007,912

Numericable Group SA:

4.875% 5/15/19 (h)

2,352,000

2,366,700

6% 5/15/22 (h)

5,000,000

5,000,000

6.25% 5/15/24 (h)

1,490,000

1,489,538

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (h)

1,460,000

1,543,950

Thomson Reuters Corp.:

1.3% 2/23/17

3,690,000

3,676,129

3.85% 9/29/24

11,394,000

11,200,929

Time Warner Cable, Inc.:

4% 9/1/21

20,277,000

20,384,549

4.5% 9/15/42

34,498,000

27,566,800

5.5% 9/1/41

12,973,000

11,685,585

5.85% 5/1/17

3,419,000

3,626,913

5.875% 11/15/40

16,544,000

15,610,786

6.55% 5/1/37

38,302,000

38,463,749

6.75% 7/1/18

13,763,000

15,246,927

7.3% 7/1/38

23,728,000

25,119,434

8.25% 4/1/19

24,391,000

28,489,859

Time Warner, Inc.:

3.6% 7/15/25

6,406,000

6,192,514

6.2% 3/15/40

11,792,000

13,150,391

6.5% 11/15/36

9,243,000

10,649,480

TV Azteca SA de CV 7.5% 5/25/18 (Reg. S)

2,250,000

2,126,250

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5% 1/15/25 (h)

2,750,000

2,688,125

Univision Communications, Inc.:

5.125% 5/15/23 (h)

3,000,000

2,955,000

5.125% 2/15/25 (h)

2,805,000

2,720,850

Viacom, Inc. 2.5% 9/1/18

1,478,000

1,468,913

VTR Finance BV 6.875% 1/15/24 (h)

1,730,000

1,704,050

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Wave Holdco LLC/Wave Holdco Corp. 9% 7/15/19 pay-in-kind (h)(n)

$ 215,000

$ 210,378

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (h)

3,025,000

2,994,750

WMG Acquisition Corp.:

6% 1/15/21 (h)

1,585,000

1,616,700

6.75% 4/15/22 (h)

3,265,000

3,118,075

 

564,669,991

Multiline Retail - 0.1%

Family Tree Escrow LLC 5.75% 3/1/23 (h)

2,240,000

2,346,400

JC Penney Corp., Inc.:

5.65% 6/1/20

12,290,000

11,245,350

7.4% 4/1/37

8,835,000

7,001,738

8.125% 10/1/19

6,040,000

6,130,600

 

26,724,088

Specialty Retail - 0.0%

Hot Topic, Inc. 9.25% 6/15/21 (h)

4,395,000

4,438,950

Textiles, Apparel & Luxury Goods - 0.0%

Polymer Group, Inc. 6.875% 6/1/19 (h)

1,600,000

1,624,000

TOTAL CONSUMER DISCRETIONARY

968,150,899

CONSUMER STAPLES - 2.4%

Beverages - 0.3%

Constellation Brands, Inc.:

3.875% 11/15/19

2,360,000

2,421,950

4.25% 5/1/23

5,205,000

5,236,230

6% 5/1/22

23,545,000

25,958,363

Heineken NV:

1.4% 10/1/17 (h)

7,323,000

7,297,465

2.75% 4/1/23 (h)

7,651,000

7,322,734

JB y Co. SA de CV 3.75% 5/13/25 (h)

565,000

544,623

SABMiller Holdings, Inc. 3.75% 1/15/22 (h)

10,217,000

10,515,674

 

59,297,039

Food & Staples Retailing - 0.6%

CVS Health Corp.:

1.9% 7/20/18

15,731,000

15,776,730

2.25% 12/5/18

8,524,000

8,602,242

2.8% 7/20/20

15,202,000

15,356,133

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

CVS Health Corp.: - continued

3.5% 7/20/22

$ 8,944,000

$ 9,137,351

4% 12/5/23

8,525,000

8,881,209

ESAL GmbH 6.25% 2/5/23 (h)

18,310,000

17,806,475

Minerva Luxmbourg SA:

7.75% 1/31/23 (h)

10,040,000

9,814,100

7.75% 1/31/23 (Reg. S)

1,030,000

1,006,825

SUPERVALU, Inc.:

6.75% 6/1/21

3,045,000

3,071,644

7.75% 11/15/22

1,300,000

1,345,500

Tesco PLC 5% 3/24/23

GBP

2,500,000

3,830,381

Tops Holding LLC / Tops Markets II Corp. 8% 6/15/22 (h)

5,155,000

5,129,225

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,756,000

3,760,045

2.7% 11/18/19

8,473,000

8,477,355

3.3% 11/18/21

10,050,000

9,945,229

3.8% 11/18/24

7,676,000

7,499,360

WM Morrison Supermarkets PLC 4.625% 12/8/23

GBP

750,000

1,160,877

 

130,600,681

Food Products - 0.2%

ConAgra Foods, Inc. 1.9% 1/25/18

4,611,000

4,578,239

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (h)

2,100,000

2,199,750

Gruma S.A.B. de CV 4.875% 12/1/24 (h)

625,000

656,875

JBS Investments GmbH:

7.25% 4/3/24 (h)

13,050,000

13,082,625

7.75% 10/28/20 (h)

6,470,000

6,900,255

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.75% 6/15/25 (h)

1,155,000

1,120,350

5.875% 7/15/24 (h)

6,410,000

6,385,963

7.25% 6/1/21 (h)

2,730,000

2,849,438

8.25% 2/1/20 (h)

1,510,000

1,591,163

Sigma Alimentos SA de CV 6.875% 12/16/19 (h)

575,000

642,563

 

40,007,221

Tobacco - 1.3%

Altria Group, Inc.:

2.85% 8/9/22

9,573,000

9,204,018

4% 1/31/24

6,408,000

6,508,266

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Tobacco - continued

Altria Group, Inc.: - continued

4.25% 8/9/42

$ 9,573,000

$ 8,553,849

4.75% 5/5/21

7,000,000

7,544,733

Imperial Tobacco Finance PLC:

2.05% 7/20/18 (h)

8,743,000

8,702,065

2.95% 7/21/20 (h)

20,000,000

19,854,640

3.75% 7/21/22 (h)

20,300,000

20,101,385

4.25% 7/21/25 (h)

22,467,000

22,263,179

Reynolds American, Inc.:

2.3% 6/12/18

7,358,000

7,402,692

3.25% 6/12/20

6,084,000

6,160,525

3.25% 11/1/22

7,368,000

7,164,687

4% 6/12/22

11,386,000

11,689,517

4.45% 6/12/25

24,787,000

25,442,542

4.75% 11/1/42

31,385,000

29,064,173

5.7% 8/15/35

4,237,000

4,488,326

5.85% 8/15/45

35,690,000

38,564,687

6.15% 9/15/43

4,511,000

4,938,611

6.75% 6/15/17

3,719,000

4,023,471

7.25% 6/15/37

5,056,000

6,079,754

Vector Group Ltd. 7.75% 2/15/21

6,480,000

6,894,720

 

254,645,840

TOTAL CONSUMER STAPLES

484,550,781

ENERGY - 6.3%

Energy Equipment & Services - 0.5%

DCP Midstream LLC:

4.75% 9/30/21 (h)

11,333,000

10,276,628

5.35% 3/15/20 (h)

8,816,000

8,566,895

5.85% 5/21/43 (h)(n)

6,758,000

5,169,870

El Paso Pipeline Partners Operating Co. LLC:

4.1% 11/15/15

10,806,000

10,860,225

5% 10/1/21

7,366,000

7,531,897

6.5% 4/1/20

738,000

819,197

Ensco PLC:

5.2% 3/15/25

7,885,000

7,046,241

5.75% 10/1/44

7,801,000

5,876,688

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

3,210,000

2,568,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Exterran Partners LP/EXLP Finance Corp.: - continued

6% 10/1/22

$ 995,000

$ 791,025

Forbes Energy Services Ltd. 9% 6/15/19

8,236,000

5,353,400

Forum Energy Technologies, Inc. 6.25% 10/1/21

3,005,000

2,704,500

Noble Holding International Ltd.:

4% 3/16/18

1,187,000

1,172,115

5.95% 4/1/25

7,570,000

6,675,294

6.95% 4/1/45

7,307,000

5,913,460

Pacific Drilling V Ltd. 7.25% 12/1/17 (h)

2,790,000

2,148,300

Petroliam Nasional Bhd (Petronas) 7.625% 10/15/26 (Reg. S)

920,000

1,195,579

State Oil Co. of Azerbaijan Republic 4.75% 3/13/23 (Reg. S)

1,175,000

1,051,463

Transocean, Inc.:

3% 10/15/17 (n)

1,000,000

920,000

5.55% 12/15/16 (n)

7,572,000

7,592,823

Unit Corp. 6.625% 5/15/21

2,350,000

2,023,938

 

96,257,538

Oil, Gas & Consumable Fuels - 5.8%

Afren PLC:

6.625% 12/9/20 (d)(h)

1,375,000

41,250

10.25% 4/8/19 (Reg. S) (d)

2,075,000

72,625

American Energy-Permian Basin LLC/ AEPB Finance Corp. 6.8037% 8/1/19 (h)(n)

4,328,000

2,293,840

Anadarko Petroleum Corp. 6.375% 9/15/17

19,790,000

21,411,414

Antero Resources Corp.:

5.125% 12/1/22

5,995,000

5,426,734

5.625% 6/1/23 (h)

1,360,000

1,237,600

Baytex Energy Corp.:

5.125% 6/1/21 (h)

1,065,000

907,380

5.625% 6/1/24 (h)

1,185,000

988,906

BP Capital Markets PLC:

1.674% 2/13/18

18,888,000

18,890,758

2.315% 2/13/20

37,777,000

37,728,230

3.535% 11/4/24

15,450,000

15,302,854

3.814% 2/10/24

11,032,000

11,085,847

4.5% 10/1/20

5,954,000

6,481,542

4.742% 3/11/21

8,800,000

9,631,090

California Resources Corp.:

5% 1/15/20

4,140,000

3,259,422

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

California Resources Corp.: - continued

5.5% 9/15/21

$ 2,195,000

$ 1,701,959

6% 11/15/24

495,000

367,043

Canadian Natural Resources Ltd.:

1.75% 1/15/18

6,049,000

5,964,719

3.9% 2/1/25

24,997,000

23,084,380

Carrizo Oil & Gas, Inc. 6.25% 4/15/23

2,975,000

2,677,500

Cenovus Energy, Inc. 5.7% 10/15/19

16,926,000

18,489,912

Chesapeake Energy Corp.:

4.875% 4/15/22

2,500,000

1,812,500

5.75% 3/15/23

2,970,000

2,214,165

6.125% 2/15/21

6,750,000

5,227,065

6.5% 8/15/17

1,280,000

1,222,669

Citgo Holding, Inc. 10.75% 2/15/20 (h)

1,350,000

1,333,125

Citgo Petroleum Corp. 6.25% 8/15/22 (h)

3,145,000

3,050,650

Columbia Pipeline Group, Inc.:

2.45% 6/1/18 (h)

3,149,000

3,140,495

3.3% 6/1/20 (h)

15,490,000

15,452,452

4.5% 6/1/25 (h)

4,707,000

4,486,628

5.8% 6/1/45 (h)

5,906,000

5,653,796

ConocoPhillips Co. 5.75% 2/1/19

2,930,000

3,275,371

CONSOL Energy, Inc.:

5.875% 4/15/22

4,935,000

3,528,525

8% 4/1/23 (h)

2,710,000

2,046,050

Consolidated Energy Finance SA 6.75% 10/15/19 (h)

9,367,000

9,248,039

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25% 4/1/23 (h)

685,000

619,925

DCP Midstream Operating LP:

2.5% 12/1/17

5,924,000

5,597,155

2.7% 4/1/19

14,993,000

13,182,625

3.875% 3/15/23

5,532,000

4,522,438

Denbury Resources, Inc. 5.5% 5/1/22

5,050,000

3,598,125

DTEK Finance PLC 7.875% 4/4/18 (Reg. S)

200,000

76,000

Duke Energy Field Services:

5.375% 10/15/15 (h)

1,524,000

1,525,829

6.45% 11/3/36 (h)

13,741,000

11,965,759

EDC Finance Ltd. 4.875% 4/17/20 (h)

3,670,000

3,073,625

El Paso Corp. 6.5% 9/15/20

16,140,000

17,808,585

El Paso Natural Gas Co. 5.95% 4/15/17

1,166,000

1,236,935

Empresa Nacional de Petroleo 4.375% 10/30/24 (h)

9,045,000

8,805,181

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Enable Midstream Partners LP:

2.4% 5/15/19 (h)

$ 4,028,000

$ 3,787,504

3.9% 5/15/24 (h)

4,249,000

3,731,136

Enbridge Energy Partners LP 4.2% 9/15/21

13,331,000

13,450,539

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (h)

11,735,000

10,974,689

Energy Transfer Equity LP 5.5% 6/1/27

2,210,000

2,055,300

Enterprise Products Operating LP:

2.55% 10/15/19

2,971,000

2,957,491

3.75% 2/15/25

9,982,000

9,535,156

EP Energy LLC/Everest Acquisition Finance, Inc.:

6.375% 6/15/23

4,845,000

4,118,250

7.75% 9/1/22

6,075,000

5,589,000

Everest Acquisition LLC/Everest Acquisition Finance, Inc. 9.375% 5/1/20

13,400,000

12,998,000

Genesis Energy LP/Genesis Energy Finance Corp. 6.75% 8/1/22

4,390,000

4,258,300

Georgian Oil & Gas Corp.:

6.875% 5/16/17 (h)

950,000

951,188

6.875% 5/16/17 (Reg. S)

200,000

200,250

Gibson Energy, Inc. 6.75% 7/15/21 (h)

1,935,000

1,881,788

Global Partners LP/GLP Finance Corp. 7% 6/15/23 (h)

4,995,000

4,645,350

Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)

221,000

228,967

Halcon Resources Corp. 8.625% 2/1/20 (h)

7,035,000

6,173,213

Hilcorp Energy I LP/Hilcorp Finance Co.:

5% 12/1/24 (h)

1,305,000

1,128,956

5.75% 10/1/25 (h)

2,135,000

1,921,500

Holly Energy Partners LP/Holly Finance Corp. 6.5% 3/1/20

750,000

712,635

Indo Energy Finance BV 7% 5/7/18 (h)

400,000

256,000

Jupiter Resources, Inc. 8.5% 10/1/22 (h)

5,150,000

3,218,750

KazMunaiGaz Finance Sub BV:

6% 11/7/44 (h)

665,000

528,420

9.125% 7/2/18 (h)

510,000

568,625

KazMunaiGaz National Co. 5.75% 4/30/43 (h)

1,065,000

829,891

Kinder Morgan, Inc. 2% 12/1/17

5,467,000

5,413,205

Kosmos Energy Ltd. 7.875% 8/1/21 (h)

645,000

557,925

LINN Energy LLC/LINN Energy Finance Corp.:

6.25% 11/1/19 (n)

5,260,000

2,051,400

6.5% 5/15/19

720,000

307,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Marathon Petroleum Corp. 5.125% 3/1/21

$ 10,178,000

$ 11,074,153

Motiva Enterprises LLC 5.75% 1/15/20 (h)

4,187,000

4,594,508

MPLX LP 4% 2/15/25

2,532,000

2,336,256

Nakilat, Inc. 6.067% 12/31/33 (h)

1,975,000

2,256,438

Noble Energy, Inc.:

5.625% 5/1/21

6,305,000

6,365,024

5.875% 6/1/24

535,000

552,869

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

4,675,000

4,721,750

Nostrum Oil & Gas Finance BV 6.375% 2/14/19 (h)

1,630,000

1,365,125

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (h)

4,701,000

2,538,540

Pan American Energy LLC 7.875% 5/7/21 (h)

583,000

591,745

PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 (h)

2,165,000

2,089,225

Peabody Energy Corp.:

6% 11/15/18

2,155,000

716,538

6.25% 11/15/21

2,765,000

725,813

7.875% 11/1/26

1,790,000

478,825

10% 3/15/22 (h)

2,425,000

970,000

Pemex Project Funding Master Trust 6.625% 6/15/35

1,965,000

2,003,318

Petro-Canada 6.05% 5/15/18

3,850,000

4,242,919

Petrobras Global Finance BV:

2.4288% 1/15/19 (n)

3,100,000

2,728,000

2.75% 1/15/18

EUR

4,350,000

4,490,883

3% 1/15/19

4,038,000

3,517,461

3.25% 3/17/17

26,728,000

25,608,097

4.375% 5/20/23

20,096,000

15,789,427

4.875% 3/17/20

26,750,000

23,409,193

5.625% 5/20/43

18,504,000

12,799,217

6.25% 3/17/24

1,200,000

1,050,960

6.85% 6/5/2115

645,000

485,298

7.25% 3/17/44

640,000

515,200

Petrobras International Finance Co. Ltd.:

3.875% 1/27/16

10,192,000

10,186,598

5.375% 1/27/21

44,755,000

39,451,533

5.75% 1/20/20

11,270,000

10,251,530

5.875% 3/1/18

460,000

451,375

6.875% 1/20/40

2,760,000

2,152,745

7.875% 3/15/19

14,017,000

14,126,052

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petroleos de Venezuela SA:

5.375% 4/12/27

$ 1,775,000

$ 592,850

5.5% 4/12/37

655,000

216,150

8.5% 11/2/17 (h)

14,695,000

10,099,874

9.75% 5/17/35 (h)

3,430,000

1,308,545

12.75% 2/17/22 (h)

1,595,000

743,270

Petroleos Mexicanos:

3.125% 1/23/19

1,776,000

1,771,560

3.5% 7/18/18

14,963,000

15,247,297

3.5% 7/23/20 (h)

13,960,000

13,824,309

3.5% 1/30/23

11,489,000

10,687,642

4.5% 1/23/26 (h)

46,043,000

43,743,152

4.875% 1/24/22

12,142,000

12,324,130

4.875% 1/18/24

13,072,000

13,032,784

5.5% 1/21/21

12,069,000

12,944,003

5.5% 6/27/44 (h)

640,000

553,760

5.5% 6/27/44

22,304,000

19,298,536

5.625% 1/23/46 (h)

36,355,000

32,355,950

6% 3/5/20

6,145,000

6,694,978

6.375% 1/23/45

14,382,000

14,019,574

6.5% 6/2/41

25,567,000

25,567,000

6.625% (h)(i)

5,520,000

5,464,800

8% 5/3/19

8,600,000

9,891,290

Petronas Capital Ltd. 3.5% 3/18/25 (h)

525,000

506,372

Phillips 66 Co.:

4.3% 4/1/22

12,618,000

13,167,135

4.875% 11/15/44

34,230,000

32,535,410

Phillips 66 Partners LP 2.646% 2/15/20

1,316,000

1,281,173

Plains All American Pipeline LP/PAA Finance Corp.:

3.65% 6/1/22

5,217,000

5,052,325

6.125% 1/15/17

6,185,000

6,564,246

PT Pertamina Persero:

4.875% 5/3/22 (h)

595,000

576,436

5.25% 5/23/21 (h)

815,000

821,113

6% 5/3/42 (h)

395,000

345,625

6.5% 5/27/41 (h)

1,900,000

1,762,250

Rice Energy, Inc.:

6.25% 5/1/22

8,365,000

7,444,850

7.25% 5/1/23 (h)

3,620,000

3,366,600

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sabine Pass Liquefaction LLC:

5.625% 3/1/25 (h)

$ 12,415,000

$ 12,003,753

5.75% 5/15/24

5,045,000

4,931,488

SemGroup Corp. 7.5% 6/15/21

4,750,000

4,702,500

Shell International Finance BV:

3.25% 5/11/25

20,000,000

19,686,200

4.375% 5/11/45

20,000,000

19,706,180

Sibur Securities Ltd. 3.914% 1/31/18 (h)

1,870,000

1,764,813

Sinopec Group Overseas Development 2012 Ltd. 3.9% 5/17/22

2,750,000

2,788,734

SM Energy Co. 6.5% 11/15/21

1,205,000

1,168,850

Southwestern Energy Co.:

3.3% 1/23/18

6,403,000

6,383,445

4.05% 1/23/20

11,618,000

11,502,970

Spectra Energy Capital, LLC 5.65% 3/1/20

308,000

330,949

Spectra Energy Partners, LP:

2.95% 6/15/16

4,717,000

4,765,411

2.95% 9/25/18

1,960,000

1,980,464

4.6% 6/15/21

2,694,000

2,804,416

Sunoco LP / Sunoco Finance Corp.:

5.5% 8/1/20 (h)

3,405,000

3,387,975

6.375% 4/1/23 (h)

1,035,000

1,040,175

Teine Energy Ltd. 6.875% 9/30/22 (h)

6,310,000

5,458,150

Tesoro Logistics LP/Tesoro Logistics Finance Corp.:

6.125% 10/15/21

505,000

506,263

6.25% 10/15/22 (h)

800,000

800,000

The Williams Companies, Inc.:

3.7% 1/15/23

10,780,000

9,339,544

4.55% 6/24/24

53,471,000

47,328,145

Transportadora de Gas del Sur SA 9.625% 5/14/20 (h)

3,042,567

3,065,386

Western Gas Partners LP 5.375% 6/1/21

16,424,000

17,400,390

Western Refining Logistics LP/WNRL Finance Co. 7.5% 2/15/23

2,105,000

2,126,050

Western Refining, Inc. 6.25% 4/1/21

4,085,000

4,044,150

Whiting Petroleum Corp. 5% 3/15/19

2,070,000

1,852,650

Williams Partners LP:

4.125% 11/15/20

2,399,000

2,438,550

4.3% 3/4/24

8,588,000

8,041,829

WPX Energy, Inc. 7.5% 8/1/20

2,070,000

1,987,987

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

YPF SA:

8.5% 7/28/25 (h)

$ 1,660,000

$ 1,556,250

8.75% 4/4/24 (h)

3,215,000

3,086,400

8.875% 12/19/18 (h)

1,610,000

1,660,313

8.875% 12/19/18 (Reg. S)

1,300,000

1,340,625

Zhaikmunai International BV 7.125% 11/13/19 (h)

2,840,000

2,357,200

 

1,177,559,754

TOTAL ENERGY

1,273,817,292

FINANCIALS - 18.6%

Banks - 7.4%

Banco Daycoval SA 5.75% 3/19/19 (h)

625,000

608,594

Banco de Galicia y Buenos Aires SA 16% 1/1/19 (Reg. S)

697,825

732,716

Banco Espirito Santo SA 4% 1/21/19 (Reg. S)

EUR

1,300,000

1,434,602

Banco Nacional de Desenvolvimento Economico e Social:

3.375% 9/26/16 (h)

10,570,000

10,543,575

4% 4/14/19 (h)

12,355,000

11,799,025

5.5% 7/12/20 (h)

575,000

567,813

5.75% 9/26/23 (h)

10,860,000

10,208,400

6.369% 6/16/18 (h)

13,435,000

13,720,494

6.5% 6/10/19 (Reg. S)

1,000,000

1,032,000

Bank Nederlandse Gemeenten NV:

1.375% 9/27/17 (h)

8,770,000

8,827,978

1.375% 9/27/17 (Reg. S)

2,720,000

2,739,764

Bank of America Corp.:

2% 1/11/18

50,000,000

49,990,200

2.25% 4/21/20

87,156,000

85,545,706

2.6% 1/15/19

8,068,000

8,123,903

2.65% 4/1/19

6,430,000

6,482,887

3.3% 1/11/23

31,429,000

30,945,182

3.875% 3/22/17

25,777,000

26,650,608

3.95% 4/21/25

25,000,000

24,173,150

4.1% 7/24/23

11,481,000

11,844,075

4.2% 8/26/24

16,813,000

16,658,909

4.25% 10/22/26

14,724,000

14,476,755

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Bank of America Corp.: - continued

5.65% 5/1/18

$ 8,780,000

$ 9,554,730

5.75% 12/1/17

21,955,000

23,749,997

5.875% 1/5/21

6,530,000

7,432,505

6.5% 8/1/16

9,000,000

9,422,991

Bank of Ireland:

4.25% 6/11/24 (Reg. S) (n)

EUR

3,800,000

4,349,394

10% 7/30/16

EUR

2,350,000

2,796,739

Banque Centrale de Tunisie 5.75% 1/30/25 (h)

1,265,000

1,214,742

Barclays Bank PLC:

4.25% 1/12/22

GBP

4,000,000

6,878,722

6.75% 1/16/23 (n)

GBP

2,250,000

3,718,097

Barclays PLC 2.75% 11/8/19

12,249,000

12,211,273

BBVA Bancomer SA 6.75% 9/30/22 (h)

375,000

406,125

BBVA Colombia SA 4.875% 4/21/25 (h)

390,000

377,910

BBVA Paraguay SA 9.75% 2/11/16 (h)

1,145,000

1,175,412

BPCE SA 5.7% 10/22/23 (h)

6,050,000

6,404,409

Capital One NA 2.95% 7/23/21

18,827,000

18,330,137

Citigroup, Inc.:

1.3% 11/15/16

17,175,000

17,158,770

1.7% 4/27/18

120,000,000

118,934,520

1.8% 2/5/18

33,287,000

33,132,016

1.85% 11/24/17

33,365,000

33,346,950

2.4% 2/18/20

60,588,000

59,961,762

2.5% 7/29/19

46,387,000

46,340,706

4.05% 7/30/22

5,303,000

5,427,562

4.4% 6/10/25

40,790,000

41,006,269

5.5% 9/13/25

4,478,000

4,862,369

6.125% 5/15/18

3,779,000

4,170,561

Citizens Financial Group, Inc. 4.15% 9/28/22 (h)

13,462,000

13,577,221

Commonwealth Bank of Australia 2% 4/22/27 (Reg. S) (n)

EUR

2,700,000

2,883,720

Credit Suisse AG 6% 2/15/18

18,058,000

19,650,716

Credit Suisse Group Funding Guernsey Ltd.:

2.75% 3/26/20 (h)

19,455,000

19,338,737

3.75% 3/26/25 (h)

19,450,000

18,816,864

Development Bank of Philippines 8.375% (i)(n)

1,930,000

2,016,142

Discover Bank:

4.2% 8/8/23

7,852,000

7,940,696

7% 4/15/20

2,030,000

2,339,210

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp:

4.5% 6/1/18

$ 798,000

$ 847,756

8.25% 3/1/38

4,667,000

6,607,137

Finansbank A/S:

5.5% 5/11/16 (Reg. S)

1,300,000

1,312,168

6.25% 4/30/19 (h)

1,100,000

1,115,598

Georgia Bank Joint Stock Co.:

7.75% 7/5/17 (h)

2,200,000

2,257,790

7.75% 7/5/17 (Reg. S)

350,000

359,194

GTB Finance BV:

6% 11/8/18 (h)

2,725,000

2,471,575

7.5% 5/19/16 (h)

1,245,000

1,241,888

HBOS PLC 6.75% 5/21/18 (h)

6,067,000

6,693,958

HSBC Holdings PLC 4.25% 3/14/24

6,192,000

6,198,663

HSBC U.S.A., Inc. 1.625% 1/16/18

11,125,000

11,071,934

HSBK BV:

7.25% 5/3/17 (h)

2,285,000

2,317,584

7.25% 5/3/17 (Reg. S)

250,000

253,565

Huntington Bancshares, Inc. 7% 12/15/20

2,851,000

3,392,636

Industrial Senior Trust 5.5% 11/1/22 (h)

220,000

208,230

Intesa Sanpaolo SpA:

3.875% 1/16/18

4,140,000

4,250,281

6.625% 9/13/23 (Reg. S)

EUR

2,000,000

2,715,356

Itau Unibanco Holding SA:

2.85% 5/26/18 (h)

655,000

636,005

5.125% 5/13/23 (Reg. S)

1,100,000

1,001,000

5.5% 8/6/22 (h)

655,000

614,849

6.2% 12/21/21 (Reg. S)

980,000

960,890

JPMorgan Chase & Co.:

1.625% 5/15/18

12,580,000

12,459,446

2% 8/15/17

11,000,000

11,072,512

2.2% 10/22/19

7,268,000

7,206,091

2.25% 1/23/20

40,000,000

39,478,680

2.35% 1/28/19

6,857,000

6,880,664

3.25% 9/23/22

18,423,000

18,270,771

3.875% 9/10/24

39,644,000

39,008,190

4.125% 12/15/26

50,896,000

50,501,963

4.25% 10/15/20

6,995,000

7,490,169

4.35% 8/15/21

20,267,000

21,634,901

4.5% 1/24/22

22,046,000

23,537,037

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.: - continued

4.625% 5/10/21

$ 6,879,000

$ 7,450,033

4.95% 3/25/20

22,079,000

24,197,877

KeyBank NA 5.45% 3/3/16

3,939,000

4,027,143

OJSC Russian Agricultural Bank:

6.299% 5/15/17 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

415,000

420,188

7.75% 5/29/18 (Issued by RSHB Capital SA for OJSC Russian Agricultural Bank) (h)

1,000,000

1,027,780

Rabobank Nederland 4.375% 8/4/25

25,937,000

26,008,067

Regions Bank 6.45% 6/26/37

24,618,000

28,831,888

Regions Financial Corp. 2% 5/15/18

13,127,000

13,056,416

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

64,006,000

64,539,234

6% 12/19/23

25,897,000

27,626,453

6.1% 6/10/23

16,183,000

17,359,763

6.125% 12/15/22

42,557,000

45,842,869

RSHB Capital SA 5.298% 12/27/17 (h)

1,425,000

1,406,874

SB Capital SA 5.5% 2/26/24 (h)(n)

2,285,000

1,841,002

Turkiye Halk Bankasi A/S 4.75% 6/4/19 (h)

980,000

975,100

Turkiye Vakiflar Bankasi TAO 6.875% 2/3/25 (h)(n)

645,000

617,007

Wachovia Corp. 5.75% 6/15/17

2,933,000

3,154,735

Wells Fargo & Co.:

1.25% 7/20/16

34,000,000

34,134,878

3.676% 6/15/16

4,301,000

4,398,693

4.48% 1/16/24

4,804,000

5,009,525

Yapi ve Kredi Bankasi A/S 5.125% 10/22/19 (Reg. S)

4,000,000

4,000,640

Zenith Bank PLC 6.25% 4/22/19 (h)

3,070,000

2,778,350

 

1,508,807,306

Capital Markets - 3.7%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

19,025,000

18,163,187

4.25% 2/15/24

12,758,000

13,246,925

Argos Merger Sub, Inc. 7.125% 3/15/23 (h)

8,620,000

9,029,450

Deutsche Bank AG 4.5% 4/1/25

48,248,000

46,654,899

Deutsche Bank AG London Branch 1.875% 2/13/18

37,777,000

37,591,288

Goldman Sachs Group, Inc.:

1.748% 9/15/17

42,024,000

41,923,815

2.55% 10/23/19

33,080,000

33,142,157

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

2.625% 1/31/19

$ 50,400,000

$ 50,909,191

2.9% 7/19/18

17,494,000

17,884,624

3.75% 5/22/25

40,000,000

39,796,760

5.25% 7/27/21

17,105,000

19,015,492

5.625% 1/15/17

3,200,000

3,359,987

5.95% 1/18/18

4,975,000

5,427,536

Lazard Group LLC:

4.25% 11/14/20

10,151,000

10,674,853

6.85% 6/15/17

1,263,000

1,367,037

Morgan Stanley:

1.875% 1/5/18

16,953,000

16,952,508

2.125% 4/25/18

12,586,000

12,630,227

2.375% 7/23/19

26,932,000

26,909,458

2.8% 6/16/20

30,000,000

30,096,810

3.7% 10/23/24

24,714,000

24,666,623

4% 7/23/25

21,522,000

21,940,022

4.35% 9/8/26

30,000,000

29,929,590

4.875% 11/1/22

26,240,000

27,761,868

5% 11/24/25

3,189,000

3,353,425

5.45% 1/9/17

13,970,000

14,696,007

5.5% 1/26/20

88,000,000

97,921,032

5.625% 9/23/19

12,714,000

14,132,437

5.75% 1/25/21

19,879,000

22,522,668

6.625% 4/1/18

16,118,000

17,962,286

UBS AG Stamford Branch:

1.375% 6/1/17

12,643,000

12,582,946

1.8% 3/26/18

24,142,000

24,057,165

 

746,302,273

Consumer Finance - 1.8%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:

4.25% 7/1/20

3,025,000

3,047,688

4.5% 5/15/21

2,800,000

2,845,500

4.625% 7/1/22

2,685,000

2,705,138

Capital One Financial Corp. 2.45% 4/24/19

10,550,000

10,448,045

Credito Real S.A.B. de CV 7.5% 3/13/19 (h)

840,000

851,550

Discover Financial Services:

3.85% 11/21/22

25,882,000

25,225,710

3.95% 11/6/24

9,738,000

9,366,057

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Consumer Finance - continued

Discover Financial Services: - continued

5.2% 4/27/22

$ 12,545,000

$ 13,232,203

6.45% 6/12/17

10,366,000

11,211,565

Ford Motor Credit Co. LLC:

1.5% 1/17/17

7,229,000

7,194,279

1.7% 5/9/16

19,473,000

19,518,431

1.724% 12/6/17

18,742,000

18,570,567

2.24% 6/15/18

19,162,000

19,062,128

2.597% 11/4/19

40,209,000

39,630,392

2.875% 10/1/18

13,000,000

13,100,217

General Electric Capital Corp.:

1% 12/11/15

10,247,000

10,270,302

4.625% 1/7/21

19,476,000

21,380,207

4.65% 10/17/21

5,377,000

5,910,216

5.625% 9/15/17

5,858,000

6,335,445

5.625% 5/1/18

25,000,000

27,480,675

Hyundai Capital America:

1.45% 2/6/17 (h)

14,591,000

14,558,097

1.625% 10/2/15 (h)

4,565,000

4,565,278

1.875% 8/9/16 (h)

2,974,000

2,987,440

2.125% 10/2/17 (h)

18,524,000

18,576,905

2.875% 8/9/18 (h)

5,276,000

5,382,401

Navient Corp.:

5% 10/26/20

915,000

814,350

5.875% 3/25/21

3,215,000

2,885,463

5.875% 10/25/24

8,775,000

7,414,875

SLM Corp.:

4.875% 6/17/19

2,160,000

2,019,600

5.5% 1/15/19

2,025,000

1,933,875

5.5% 1/25/23

6,135,000

5,168,738

6.125% 3/25/24

4,280,000

3,638,000

8% 3/25/20

395,000

399,938

Synchrony Financial:

1.875% 8/15/17

3,341,000

3,326,781

3% 8/15/19

4,907,000

4,914,596

3.75% 8/15/21

7,409,000

7,347,720

4.25% 8/15/24

7,458,000

7,335,607

 

360,655,979

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Diversified Financial Services - 0.5%

Brixmor Operating Partnership LP:

3.85% 2/1/25

$ 14,325,000

$ 13,660,492

3.875% 8/15/22

11,641,000

11,575,170

Cimpor Financial Operations BV 5.75% 7/17/24 (h)

850,000

633,250

CNH Industrial Capital LLC 3.875% 7/16/18 (h)

3,170,000

3,158,113

Deutsche Boerse AG 2.75% 2/5/41 (Reg. S) (n)

EUR

1,200,000

1,353,002

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

4.875% 3/15/19

1,665,000

1,686,645

5.875% 2/1/22

18,611,000

18,801,763

6% 8/1/20

4,745,000

4,898,121

ILFC E-Capital Trust I 4.69% 12/21/65 (h)(n)

10,340,000

9,784,225

ILFC E-Capital Trust II 6.25% 12/21/65 (h)(n)

4,765,000

4,508,881

ING U.S., Inc. 5.5% 7/15/22

25,716,000

28,972,186

MSCI, Inc. 5.75% 8/15/25 (h)

3,010,000

3,070,200

TMK Capital SA:

6.75% 4/3/20 (Reg. S)

885,000

737,488

7.75% 1/27/18

1,300,000

1,231,750

 

104,071,286

Insurance - 1.8%

AIA Group Ltd. 2.25% 3/11/19 (h)

2,566,000

2,553,404

Alliant Holdings Co.-Issuer, Inc. / Wayne Merger Sub, LLC 8.25% 8/1/23 (h)

5,405,000

5,256,363

Allianz SE 2.241% 7/7/45 (Reg. S) (n)

EUR

2,900,000

2,949,134

American International Group, Inc.:

2.3% 7/16/19

6,461,000

6,441,746

3.875% 1/15/35

19,041,000

17,244,063

4.875% 6/1/22

3,590,000

3,914,432

5.6% 10/18/16

10,702,000

11,210,923

Aon Corp.:

3.125% 5/27/16

11,274,000

11,454,440

3.5% 9/30/15

4,451,000

4,459,212

5% 9/30/20

3,854,000

4,242,892

Aquarius + Investments PLC for Swiss Reinsurance Co. Ltd. 6.375% 9/1/24 (n)

4,900,000

5,060,112

Assicurazioni Generali SpA 7.75% 12/12/42 (n)

EUR

4,400,000

6,026,565

Aviva PLC 6.625% 6/3/41 (n)

GBP

4,150,000

6,904,102

Five Corners Funding Trust 4.419% 11/15/23 (h)

12,460,000

12,904,922

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(n)

1,859,000

1,896,180

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - continued

Hartford Financial Services Group, Inc.:

5.125% 4/15/22

$ 14,787,000

$ 16,418,923

5.375% 3/15/17

194,000

204,723

Liberty Mutual Group, Inc. 5% 6/1/21 (h)

12,644,000

13,716,110

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

7,090,000

7,763,472

Massachusetts Mutual Life Insurance Co.:

4.5% 4/15/65 (h)

30,523,000

27,679,050

5.375% 12/1/41 (h)

3,840,000

4,261,951

MetLife, Inc.:

1.903% 12/15/17 (n)

2,987,000

3,001,526

3.048% 12/15/22 (n)

12,433,000

12,183,283

4.368% 9/15/23

9,625,000

10,189,766

4.75% 2/8/21

4,032,000

4,432,636

6.75% 6/1/16

7,610,000

7,934,218

Metropolitan Life Global Funding I 3% 1/10/23 (h)

7,896,000

7,701,972

Pacific Life Insurance Co. 9.25% 6/15/39 (h)

7,041,000

10,587,270

Pacific LifeCorp:

5.125% 1/30/43 (h)

19,436,000

19,925,010

6% 2/10/20 (h)

12,654,000

14,237,851

Prudential Financial, Inc.:

2.3% 8/15/18

1,622,000

1,639,323

4.5% 11/16/21

6,390,000

6,972,640

5.375% 5/15/45 (n)

17,492,000

17,300,638

6.2% 11/15/40

4,318,000

5,117,758

7.375% 6/15/19

3,230,000

3,790,327

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

6,375,000

6,534,809

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (h)

18,083,000

18,510,356

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (h)

4,172,000

4,196,594

4.125% 11/1/24 (h)

6,048,000

6,106,732

Unum Group:

5.625% 9/15/20

8,386,000

9,383,699

5.75% 8/15/42

16,937,000

18,844,428

7.125% 9/30/16

587,000

621,415

 

361,774,970

Real Estate Investment Trusts - 1.7%

Alexandria Real Estate Equities, Inc.:

2.75% 1/15/20

2,884,000

2,853,112

4.6% 4/1/22

4,025,000

4,174,939

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Campus Communities Operating Partnership LP 3.75% 4/15/23

$ 3,491,000

$ 3,390,438

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,005,000

5,200,230

4.2% 12/15/23

12,000,000

12,529,692

Boston Properties, Inc. 3.85% 2/1/23

14,583,000

14,806,966

Camden Property Trust:

2.95% 12/15/22

6,621,000

6,356,471

4.25% 1/15/24

9,191,000

9,500,268

CommonWealth REIT 5.875% 9/15/20

2,130,000

2,325,598

Communications Sales & Leasing, Inc. 8.25% 10/15/23 (h)

1,455,000

1,324,050

Corporate Office Properties LP 5% 7/1/25

8,095,000

7,900,987

DDR Corp.:

3.625% 2/1/25

7,690,000

7,227,646

4.625% 7/15/22

10,758,000

11,185,846

4.75% 4/15/18

11,273,000

11,914,682

7.5% 4/1/17

5,574,000

6,039,022

7.875% 9/1/20

323,000

392,813

9.625% 3/15/16

3,691,000

3,852,179

Duke Realty LP:

3.625% 4/15/23

6,287,000

6,168,396

3.75% 12/1/24

5,408,000

5,265,040

3.875% 10/15/22

11,543,000

11,638,461

4.375% 6/15/22

7,323,000

7,576,918

5.95% 2/15/17

102,000

108,357

6.5% 1/15/18

3,795,000

4,175,475

6.75% 3/15/20

10,379,000

12,023,532

8.25% 8/15/19

75,000

90,575

Equity One, Inc.:

3.75% 11/15/22

18,100,000

18,029,066

6% 9/15/17

1,212,000

1,308,027

6.25% 1/15/17

1,027,000

1,087,078

ERP Operating LP:

2.375% 7/1/19

8,777,000

8,791,500

4.625% 12/15/21

17,159,000

18,535,461

4.75% 7/15/20

7,700,000

8,404,450

5.375% 8/1/16

2,768,000

2,873,079

5.75% 6/15/17

14,407,000

15,447,027

Federal Realty Investment Trust 5.9% 4/1/20

2,504,000

2,848,691

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

HCP, Inc. 3.75% 2/1/16

$ 6,084,000

$ 6,151,356

Health Care REIT, Inc.:

2.25% 3/15/18

5,151,000

5,157,985

4.7% 9/15/17

1,538,000

1,622,252

Highwoods/Forsyth LP 5.85% 3/15/17

615,000

650,684

HRPT Properties Trust:

6.25% 6/15/17

1,232,000

1,291,660

6.65% 1/15/18

867,000

931,770

Lexington Corporate Properties Trust 4.4% 6/15/24

4,608,000

4,638,463

Omega Healthcare Investors, Inc.:

4.5% 1/15/25

4,655,000

4,572,774

4.5% 4/1/27 (h)

45,578,000

43,784,460

4.95% 4/1/24

3,875,000

3,987,673

5.875% 3/15/24

290,000

305,225

6.75% 10/15/22

345,000

357,938

Retail Opportunity Investments Partnership LP:

4% 12/15/24

3,376,000

3,289,544

5% 12/15/23

2,030,000

2,139,920

Senior Housing Properties Trust 6.75% 4/15/20

250,000

278,757

Simon Property Group LP 4.125% 12/1/21

7,287,000

7,721,101

The GEO Group, Inc. 5.875% 1/15/22

2,285,000

2,376,400

Weingarten Realty Investors 3.375% 10/15/22

2,729,000

2,670,616

WP Carey, Inc. 4% 2/1/25

21,616,000

20,894,393

 

348,169,043

Real Estate Management & Development - 1.7%

BioMed Realty LP:

2.625% 5/1/19

7,539,000

7,527,428

3.85% 4/15/16

16,284,000

16,495,024

4.25% 7/15/22

5,809,000

5,923,693

6.125% 4/15/20

3,429,000

3,859,751

Brandywine Operating Partnership LP:

3.95% 2/15/23

12,775,000

12,544,130

4.1% 10/1/24

15,881,000

15,800,452

4.55% 10/1/29

15,881,000

15,422,309

4.95% 4/15/18

12,690,000

13,476,184

5.7% 5/1/17

7,049,000

7,453,493

6% 4/1/16

2,699,000

2,766,613

CBRE Group, Inc. 5% 3/15/23

10,300,000

10,398,138

Citycon Oyj 3.75% 6/24/20 (Reg. S)

EUR

2,500,000

3,043,919

Citycon Treasury BV 2.5% 10/1/24 (Reg. S)

EUR

350,000

386,217

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Deutsche Annington Finance BV 5% 10/2/23 (h)

$ 3,750,000

$ 3,987,863

Digital Realty Trust LP:

3.95% 7/1/22

11,369,000

11,381,153

5.25% 3/15/21

5,708,000

6,213,580

Essex Portfolio LP:

3.875% 5/1/24

8,802,000

8,807,123

5.5% 3/15/17

3,597,000

3,794,058

Host Hotels & Resorts LP:

4.75% 3/1/23

150,000

156,208

6% 11/1/20

105,000

108,621

Howard Hughes Corp. 6.875% 10/1/21 (h)

2,035,000

2,121,488

Hunt Companies, Inc. 9.625% 3/1/21 (h)

870,000

835,200

Inmobiliaria Colonial SA 1.863% 6/5/19 (Reg. S)

EUR

2,900,000

3,248,052

Inversiones y Representaciones SA:

8.5% 2/2/17 (Reg. S)

65,000

64,675

11.5% 7/20/20 (Reg. S)

5,000

5,550

Liberty Property LP:

3.375% 6/15/23

6,574,000

6,326,943

4.125% 6/15/22

6,280,000

6,419,812

4.4% 2/15/24

13,017,000

13,390,015

4.75% 10/1/20

11,282,000

12,170,300

5.5% 12/15/16

1,891,000

1,979,036

6.625% 10/1/17

4,835,000

5,292,923

Mack-Cali Realty LP:

2.5% 12/15/17

9,223,000

9,251,813

3.15% 5/15/23

14,735,000

13,078,447

4.5% 4/18/22

4,072,000

4,058,485

5.8% 1/15/16

10,000,000

10,147,530

7.75% 8/15/19

700,000

806,132

Mid-America Apartments LP:

4.3% 10/15/23

2,224,000

2,274,632

6.05% 9/1/16

2,000,000

2,086,998

Post Apartment Homes LP 3.375% 12/1/22

2,570,000

2,500,114

Prime Property Funding, Inc. 5.7% 4/15/17 (h)

4,546,000

4,757,194

Realogy Corp. 7.625% 1/15/20 (h)

981,000

1,031,276

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

235,000

236,469

Reckson Operating Partnership LP 6% 3/31/16

7,123,000

7,300,911

Regency Centers LP 5.875% 6/15/17

2,874,000

3,085,276

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

3.75% 12/1/24

$ 10,161,000

$ 9,927,795

3.875% 12/1/23

4,812,000

4,777,002

6.125% 6/1/20

14,318,000

16,277,604

Ventas Realty LP:

1.55% 9/26/16

7,655,000

7,668,947

3.5% 2/1/25

4,631,000

4,380,296

3.75% 5/1/24

20,000,000

19,579,180

4.125% 1/15/26

5,557,000

5,501,135

Ventas Realty LP/Ventas Capital Corp.:

2% 2/15/18

8,050,000

8,073,015

4% 4/30/19

3,747,000

3,918,234

4.25% 3/1/22

300,000

311,040

Vesteda Finance BV 1.75% 7/22/19 (Reg. S)

EUR

3,000,000

3,393,462

 

345,822,938

Thrifts & Mortgage Finance - 0.0%

Wrightwood Capital LLC 1.9% 4/20/20 (d)

362

12,138

TOTAL FINANCIALS

3,775,615,933

HEALTH CARE - 2.6%

Biotechnology - 0.2%

AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (h)

845,000

865,069

Amgen, Inc.:

1.25% 5/22/17

14,862,000

14,821,278

2.2% 5/22/19

14,136,000

14,023,986

 

29,710,333

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co. 2.675% 12/15/19

4,539,000

4,538,737

Hill-Rom Holdings, Inc. 5.75% 9/1/23 (h)(j)

1,220,000

1,241,350

Hologic, Inc. 5.25% 7/15/22 (h)

1,620,000

1,650,375

Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.5% 4/15/25 (h)

655,000

650,088

 

8,080,550

Health Care Providers & Services - 1.2%

Aetna, Inc. 2.75% 11/15/22

2,010,000

1,914,945

Community Health Systems, Inc. 6.875% 2/1/22

5,375,000

5,712,604

Express Scripts Holding Co. 4.75% 11/15/21

24,746,000

26,451,148

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 18,722,000

$ 18,815,610

4.25% 10/15/19

7,590,000

7,741,800

4.75% 5/1/23

595,000

603,175

5.875% 3/15/22

715,000

777,563

6.5% 2/15/20

30,303,000

33,484,815

HealthSouth Corp.:

5.125% 3/15/23

860,000

851,400

5.75% 11/1/24 (h)

1,035,000

1,049,387

5.75% 11/1/24

1,155,000

1,171,055

Kindred Escrow Corp. II:

8% 1/15/20 (h)

3,740,000

4,097,638

8.75% 1/15/23 (h)

9,820,000

10,998,400

Medco Health Solutions, Inc.:

2.75% 9/15/15

1,176,000

1,176,734

4.125% 9/15/20

7,486,000

7,909,753

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

500,000

517,500

5.5% 2/1/21

5,400,000

5,643,000

Tenet Healthcare Corp.:

3.7861% 6/15/20 (h)(n)

1,550,000

1,558,525

5% 3/1/19

2,285,000

2,280,978

6% 10/1/20

605,000

647,350

6.75% 6/15/23

2,530,000

2,605,900

6.875% 11/15/31

130,000

120,250

8.125% 4/1/22

16,575,000

18,356,813

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,398,000

2,309,437

2.875% 3/15/23

16,114,000

15,682,467

3.35% 7/15/22

6,192,000

6,333,648

3.75% 7/15/25

19,000,000

19,448,913

4.625% 7/15/35

12,193,000

12,717,835

4.75% 7/15/45

20,331,000

21,277,306

WellPoint, Inc. 3.3% 1/15/23

6,442,000

6,239,174

 

238,495,123

Health Care Technology - 0.0%

Emdeon, Inc. 6% 2/15/21 (h)

1,345,000

1,324,825

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc.:

1.3% 2/1/17

3,107,000

3,089,557

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Life Sciences Tools & Services - continued

Thermo Fisher Scientific, Inc.: - continued

2.4% 2/1/19

$ 1,959,000

$ 1,954,390

4.15% 2/1/24

3,010,000

3,067,094

 

8,111,041

Pharmaceuticals - 1.2%

AbbVie, Inc.:

1.75% 11/6/17

13,509,000

13,497,409

2.9% 11/6/22

13,855,000

13,364,824

3.6% 5/14/25

24,114,000

23,711,682

4.5% 5/14/35

23,238,000

22,197,031

4.7% 5/14/45

23,197,000

22,539,759

Actavis Funding SCS:

3% 3/12/20

13,777,000

13,713,089

3.45% 3/15/22

18,597,000

18,189,819

3.8% 3/15/25

27,765,000

26,897,316

4.75% 3/15/45

10,716,000

9,820,850

Bayer AG 2.375% 4/2/75 (Reg. S) (n)

EUR

2,450,000

2,622,251

Bayer U.S. Finance LLC:

2.375% 10/8/19 (h)

10,323,000

10,366,501

3% 10/8/21 (h)

7,536,000

7,547,063

3.375% 10/8/24 (h)

3,362,000

3,335,417

Endo Finance LLC 5.375% 1/15/23 (h)

1,530,000

1,541,475

Endo Finance LLC/Endo Ltd./Endo Finco, Inc.:

6% 7/15/23 (h)

1,885,000

1,960,400

6% 2/1/25 (h)

3,680,000

3,781,200

Mylan, Inc. 1.35% 11/29/16

3,628,000

3,595,562

Perrigo Co. PLC:

1.3% 11/8/16

2,954,000

2,936,034

2.3% 11/8/18

3,161,000

3,153,107

Perrigo Finance PLC:

3.5% 12/15/21

3,657,000

3,567,458

3.9% 12/15/24

5,449,000

5,278,446

4.9% 12/15/44

2,390,000

2,267,522

Valeant Pharmaceuticals International, Inc.:

5.375% 3/15/20 (h)

4,015,000

4,085,263

5.875% 5/15/23 (h)

3,240,000

3,304,800

6.125% 4/15/25 (h)

5,460,000

5,623,800

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

4,757,000

4,738,800

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Zoetis, Inc.:

1.875% 2/1/18

$ 2,006,000

$ 1,993,180

3.25% 2/1/23

4,892,000

4,638,815

 

240,268,873

TOTAL HEALTH CARE

525,990,745

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

3.8% 10/7/24 (h)

9,122,000

9,152,933

6.375% 6/1/19 (h)

8,071,000

9,151,207

DigitalGlobe, Inc. 5.25% 2/1/21 (h)

7,620,000

7,315,200

TransDigm, Inc.:

5.5% 10/15/20

4,530,000

4,440,080

6% 7/15/22

2,885,000

2,842,158

6.5% 5/15/25 (h)

1,355,000

1,332,981

 

34,234,559

Airlines - 0.2%

Air Canada 6.625% 5/15/18 (h)

1,465,000

1,519,791

Air Canada Trust Series 2015-1 equipment trust certificate Class C, 5% 9/15/20 (h)

3,225,000

3,118,660

Allegiant Travel Co. 5.5% 7/15/19

4,220,000

4,293,850

American Airlines Group, Inc.:

4.625% 3/1/20 (h)

2,670,000

2,623,275

5.5% 10/1/19 (h)

8,970,000

9,183,038

American Airlines, Inc. pass-thru certificates equipment trust certificate 5.625% 1/15/21 (h)

207,953

214,191

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

234,393

256,660

6.125% 4/29/18

240,000

249,000

6.648% 3/15/19

945,121

971,111

6.9% 7/2/19

381,986

398,449

9.25% 5/10/17

1,325,326

1,441,292

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (h)

1,515,000

1,533,938

6.75% 5/23/17

1,515,000

1,533,938

U.S. Airways Group, Inc. 6.125% 6/1/18

895,000

927,444

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

1,690,000

1,711,125

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Airlines - continued

U.S. Airways pass-thru certificates: - continued

Series 2013-1 Class B, 5.375% 5/15/23

$ 323,913

$ 335,250

U.S. Airways pass-thru trust certificates:

6.85% 1/30/18

1,366,062

1,448,025

8.36% 1/20/19

837,230

896,883

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

631,364

669,246

12% 1/15/16 (h)

157,666

163,973

United Continental Holdings, Inc.:

6% 12/1/20

2,600,000

2,713,750

6.375% 6/1/18

140,000

146,475

 

36,349,364

Building Products - 0.0%

Building Materials Corp. of America 5.375% 11/15/24 (h)

3,095,000

3,095,000

USG Corp. 5.5% 3/1/25 (h)

3,175,000

3,159,125

 

6,254,125

Commercial Services & Supplies - 0.3%

ADT Corp.:

3.5% 7/15/22

6,296,000

5,636,809

4.125% 4/15/19

2,860,000

2,902,900

4.125% 6/15/23

5,040,000

4,624,200

5.25% 3/15/20

2,035,000

2,080,788

6.25% 10/15/21

2,065,000

2,132,113

APX Group, Inc.:

6.375% 12/1/19

12,550,000

12,189,188

8.75% 12/1/20

13,055,000

11,455,763

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (h)

5,020,000

4,492,900

Cenveo Corp. 6% 8/1/19 (h)

325,000

273,813

Garda World Security Corp.:

7.25% 11/15/21 (h)

8,485,000

7,933,475

7.25% 11/15/21 (h)

400,000

374,000

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (h)

3,500,000

3,605,000

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

1,280,000

1,232,000

7% 2/15/22

660,000

646,800

 

59,579,749

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.0%

Abengoa Greenfield SA 6.5% 10/1/19 (h)

$ 2,595,000

$ 1,518,075

Cementos Progreso Trust 7.125% 11/6/23 (h)

570,000

609,900

Odebrecht Finance Ltd. 4.375% 4/25/25 (h)

650,000

427,375

 

2,555,350

Electrical Equipment - 0.0%

General Cable Corp. 5.75% 10/1/22 (n)

1,920,000

1,718,400

Sensata Technologies BV 5% 10/1/25 (h)

2,285,000

2,216,450

Vestas Wind Systems A/S 2.75% 3/11/22 (Reg. S)

EUR

6,500,000

6,903,018

 

10,837,868

Industrial Conglomerates - 0.1%

Alfa SA de CV 5.25% 3/25/24 (h)

450,000

462,375

General Electric Co. 5.25% 12/6/17

17,730,000

19,154,286

 

19,616,661

Machinery - 0.0%

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (h)

1,340,000

1,266,300

Schaeffler Finance BV 4.75% 5/15/21 (h)

1,540,000

1,514,020

Xerium Technologies, Inc. 8.875% 6/15/18

1,645,000

1,677,900

 

4,458,220

Marine - 0.1%

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (h)

4,350,000

4,154,250

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (h)

8,910,000

7,395,300

8.125% 2/15/19

2,885,000

2,293,575

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (h)

885,000

816,413

 

14,659,538

Professional Services - 0.0%

IHS, Inc. 5% 11/1/22

2,895,000

2,927,569

Road & Rail - 0.1%

Alpha Trains Finance SA 2.064% 6/30/25

EUR

4,000,000

4,004,464

Firstgroup PLC 5.25% 11/29/22

GBP

1,000,000

1,646,759

JSC Georgian Railway 7.75% 7/11/22 (h)

650,000

670,313

Lima Metro Line 2 Finance Ltd. 5.875% 7/5/34 (h)

570,000

571,140

OPE KAG Finance Sub, Inc. 7.875% 7/31/23 (h)

5,045,000

5,145,900

 

12,038,576

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

2.125% 1/15/18

$ 7,271,000

$ 7,198,290

2.625% 9/4/18

16,438,000

16,396,116

3.75% 2/1/22

16,396,000

16,384,998

3.875% 4/1/21

14,814,000

14,962,140

4.25% 9/15/24

12,030,000

11,894,663

4.75% 3/1/20

11,796,000

12,489,369

Aircastle Ltd.:

5.125% 3/15/21

1,575,000

1,610,438

6.25% 12/1/19

830,000

900,550

Building Materials Holding Corp. 9% 9/15/18 (h)

2,690,000

2,861,488

FLY Leasing Ltd.:

6.375% 10/15/21

5,600,000

5,726,000

6.75% 12/15/20

2,795,000

2,878,850

International Lease Finance Corp. 4.625% 4/15/21

955,000

971,713

Travis Perkins PLC 4.375% 9/15/21 (Reg. S)

GBP

1,000,000

1,548,751

United Rentals North America, Inc. 5.5% 7/15/25

1,045,000

1,008,425

 

96,831,791

Transportation Infrastructure - 0.0%

Aeropuertos Argentina 2000 SA:

10.75% 12/1/20 (h)

1,566,180

1,650,362

10.75% 12/1/20 (Reg. S)

87,780

92,498

Heathrow Funding Ltd. 6% 3/20/20

GBP

2,400,000

4,134,168

 

5,877,028

TOTAL INDUSTRIALS

306,220,398

INFORMATION TECHNOLOGY - 0.7%

Communications Equipment - 0.2%

Alcatel-Lucent U.S.A., Inc.:

6.75% 11/15/20 (h)

5,575,000

5,951,313

8.875% 1/1/20 (h)

1,970,000

2,138,681

Banglalink Digital Communications Ltd. 8.625% 5/6/19 (h)

2,070,000

2,070,000

Brocade Communications Systems, Inc. 4.625% 1/15/23

1,430,000

1,365,650

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.:

6.45% 3/15/29

$ 15,450,000

$ 16,154,829

6.5% 1/15/28

4,782,000

4,973,280

 

32,653,753

Electronic Equipment & Components - 0.0%

Amphenol Corp. 3.125% 9/15/21

4,703,000

4,658,213

Tyco Electronics Group SA:

2.375% 12/17/18

2,244,000

2,255,072

6.55% 10/1/17

1,383,000

1,517,607

 

8,430,892

IT Services - 0.1%

Audatex North America, Inc.:

6% 6/15/21 (h)

3,200,000

3,124,672

6.125% 11/1/23 (h)

2,290,000

2,269,711

Capgemini SA 2.5% 7/1/23 (Reg. S)

EUR

3,700,000

4,264,153

Global Cash Access, Inc. 10% 1/15/22 (h)

5,220,000

4,932,900

 

14,591,436

Semiconductors & Semiconductor Equipment - 0.1%

Infineon Technologies AG 1.5% 3/10/22 (Reg. S)

EUR

4,400,000

4,819,623

Micron Technology, Inc.:

5.25% 8/1/23 (h)

5,285,000

4,928,263

5.25% 1/15/24 (h)

5,165,000

4,790,538

5.625% 1/15/26 (h)

2,165,000

1,964,738

5.875% 2/15/22

2,310,000

2,275,350

STATS ChipPAC Ltd. 4.5% 3/20/18 (h)

600,000

603,000

 

19,381,512

Software - 0.1%

Blue Coat Systems, Inc. 8.375% 6/1/23 (h)

6,820,000

6,833,640

Italics Merger Sub, Inc. 7.125% 7/15/23 (h)

2,715,000

2,626,192

Nuance Communications, Inc. 5.375% 8/15/20 (h)

3,315,000

3,321,232

SS&C Technologies Holdings, Inc. 5.875% 7/15/23 (h)

1,175,000

1,211,660

 

13,992,724

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.2%

Apple, Inc.:

3.2% 5/13/25

$ 20,000,000

$ 19,879,440

4.375% 5/13/45

20,000,000

19,768,580

 

39,648,020

TOTAL INFORMATION TECHNOLOGY

128,698,337

MATERIALS - 1.4%

Chemicals - 0.2%

Braskem Finance Ltd.:

5.375% 5/2/22 (h)

735,000

643,125

5.75% 4/15/21 (h)

430,000

389,150

6.45% 2/3/24

455,000

412,867

Evolution Escrow Issuer LLC 7.5% 3/15/22 (h)

4,150,000

3,340,750

LSB Industries, Inc. 7.75% 8/1/19

1,055,000

1,062,913

Nufarm Australia Ltd. 6.375% 10/15/19 (h)

3,175,000

3,182,938

OCP SA 5.625% 4/25/24 (h)

390,000

399,828

Platform Specialty Products Corp. 6.5% 2/1/22 (h)

2,210,000

2,140,009

Rain CII Carbon LLC/CII Carbon Corp.:

8% 12/1/18 (h)

1,755,000

1,640,925

8.25% 1/15/21 (h)

865,000

817,425

The Chemours Company LLC 6.625% 5/15/23 (h)

4,065,000

3,536,550

The Dow Chemical Co.:

4.125% 11/15/21

10,888,000

11,337,794

4.25% 11/15/20

5,898,000

6,249,975

 

35,154,249

Construction Materials - 0.1%

CEMEX Finance LLC:

6% 4/1/24 (h)

1,670,000

1,586,500

9.375% 10/12/22 (h)

710,000

793,425

CEMEX S.A.B. de CV:

6.125% 5/5/25 (h)

5,695,000

5,438,725

6.5% 12/10/19 (h)

4,195,000

4,257,925

Union Andina de Cementos SAA 5.875% 10/30/21 (h)

635,000

631,635

 

12,708,210

Containers & Packaging - 0.2%

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (h)(n)

14,962,327

15,512,816

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Containers & Packaging - continued

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2859% 12/15/19 (h)(n)

$ 7,335,000

$ 7,188,300

7% 11/15/20 (h)

2,655,000

2,681,550

Ball Corp. 5.25% 7/1/25

4,920,000

4,895,400

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (h)

2,190,000

2,179,050

Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)

1,355,000

1,178,850

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

2,345,000

2,295,169

Owens-Brockway Glass Container, Inc.:

5.875% 8/15/23 (h)

2,290,000

2,330,075

6.375% 8/15/25 (h)

2,290,000

2,341,525

Sappi Papier Holding GmbH 6.625% 4/15/21 (h)

6,885,000

7,057,125

 

47,659,860

Metals & Mining - 0.9%

Alcoa, Inc. 5.125% 10/1/24

9,954,000

9,754,920

Alrosa Finance SA 7.75% 11/3/20 (h)

700,000

722,645

Anglo American Capital PLC:

3.625% 5/14/20 (h)

29,122,000

27,689,052

4.875% 5/14/25 (h)

29,080,000

26,226,525

AngloGold Ashanti Holdings PLC 5.125% 8/1/22

230,000

196,650

Compania Minera Ares SAC 7.75% 1/23/21 (h)

860,000

826,460

Corporacion Nacional del Cobre de Chile (Codelco):

3.875% 11/3/21 (h)

11,456,000

11,527,715

4.875% 11/4/44 (h)

5,532,000

4,903,244

CSN Resources SA 6.5% 7/21/20 (h)

500,000

307,500

EVRAZ Group SA:

6.5% 4/22/20 (h)

2,030,000

1,768,638

9.5% 4/24/18 (Reg. S)

3,100,000

3,162,000

Ferrexpo Finance PLC 10.375% 4/7/19 (h)

2,347,000

1,936,275

First Quantum Minerals Ltd.:

6.75% 2/15/20 (h)

8,075,000

5,773,625

7.25% 5/15/22 (h)

3,745,000

2,612,138

Freeport-McMoRan, Inc. 2.3% 11/14/17

9,771,000

9,087,030

Gerdau Trade, Inc. 5.75% 1/30/21 (h)

460,000

429,640

Gold Fields Orogen Holding BVI Ltd.:

4.875% 10/7/20 (h)

2,530,000

2,150,500

4.875% 10/7/20 (Reg. S)

200,000

170,000

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

GTL Trade Finance, Inc. 5.893% 4/29/24 (h)

$ 1,025,000

$ 893,493

JMC Steel Group, Inc. 8.25% 3/15/18 (h)

2,460,000

1,949,550

Lundin Mining Corp.:

7.5% 11/1/20 (h)

4,430,000

4,374,625

7.875% 11/1/22 (h)

6,840,000

6,737,400

Metalloinvest Finance Ltd. 5.625% 4/17/20 (h)

1,440,000

1,314,101

Metinvest BV:

8.75% 2/14/18 (Reg. S)

400,000

224,000

10.5% 11/28/17 (h)

3,575,000

2,073,500

Murray Energy Corp. 11.25% 4/15/21 (h)

9,760,000

4,514,000

New Gold, Inc. 6.25% 11/15/22 (h)

4,830,000

4,081,350

Nord Gold NV 6.375% 5/7/18 (h)

1,660,000

1,630,950

Polyus Gold International Ltd.:

5.625% 4/29/20 (h)

3,110,000

2,938,950

5.625% 4/29/20 (Reg. S)

200,000

189,000

Rio Tinto Finance (U.S.A.) PLC 2.25% 12/14/18

12,175,000

12,086,804

Samarco Mineracao SA 5.75% 10/24/23 (h)

655,000

613,080

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (h)

1,600,000

1,544,000

Southern Copper Corp.:

6.75% 4/16/40

530,000

508,784

7.5% 7/27/35

910,000

942,178

Steel Dynamics, Inc.:

5.125% 10/1/21

4,850,000

4,755,425

5.5% 10/1/24

4,070,000

3,952,988

6.125% 8/15/19

2,683,000

2,780,259

Urenco Finance NV 2.25% 8/5/22 (Reg. S)

EUR

1,650,000

1,839,227

Vale Overseas Ltd.:

4.375% 1/11/22

12,000,000

11,127,600

6.25% 1/11/16

5,000,000

5,070,000

6.25% 1/23/17

5,581,000

5,796,817

6.875% 11/21/36

640,000

544,640

Vedanta Resources PLC 6% 1/31/19 (h)

1,090,000

945,575

 

192,672,853

Paper & Forest Products - 0.0%

Sino-Forest Corp. 6.25% 10/21/17 (d)(h)

1,365,000

0

TOTAL MATERIALS

288,195,172

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.2%

Altice Financing SA:

6.5% 1/15/22 (h)

$ 1,865,000

$ 1,869,663

6.625% 2/15/23 (h)

2,780,000

2,766,100

7.875% 12/15/19 (h)

272,000

284,240

Altice Finco SA:

7.625% 2/15/25 (h)

2,720,000

2,665,600

8.125% 1/15/24 (h)

1,000,000

1,010,000

9.875% 12/15/20 (h)

6,135,000

6,733,163

AT&T, Inc.:

2.45% 6/30/20

11,294,000

11,187,407

3% 6/30/22

29,259,000

28,079,570

3.4% 5/15/25

39,520,000

37,617,626

4.75% 5/15/46

31,335,000

28,570,344

4.8% 6/15/44

15,000,000

13,777,905

6.3% 1/15/38

16,665,000

18,177,365

BellSouth Capital Funding Corp. 7.875% 2/15/30

40,000

48,413

CenturyLink, Inc.:

5.15% 6/15/17

972,000

996,300

6% 4/1/17

2,432,000

2,535,360

6.15% 9/15/19

6,992,000

7,324,120

Embarq Corp.:

7.082% 6/1/16

8,346,000

8,625,174

7.995% 6/1/36

4,717,000

4,988,228

FairPoint Communications, Inc. 8.75% 8/15/19 (h)

2,775,000

2,913,750

GCI, Inc. 6.875% 4/15/25

5,080,000

5,219,700

Intelsat Luxembourg SA 7.75% 6/1/21

2,700,000

2,022,975

Level 3 Financing, Inc.:

5.125% 5/1/23 (h)

3,245,000

3,163,875

5.375% 8/15/22

6,925,000

6,949,515

5.375% 5/1/25 (h)

1,080,000

1,043,550

Qtel International Finance Ltd. 5% 10/19/25 (h)

645,000

696,781

Sable International Finance Ltd. 6.875% 8/1/22 (h)

1,340,000

1,353,400

Sprint Capital Corp.:

6.875% 11/15/28

23,495,000

20,205,700

8.75% 3/15/32

3,305,000

3,127,356

TDC A/S 3.5% 2/26/3015 (Reg. S) (n)

EUR

1,550,000

1,669,585

Telecom Italia Capital SA 6% 9/30/34

1,350,000

1,323,000

Telecom Italia SpA 5.303% 5/30/24 (h)

1,350,000

1,360,125

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (h)

590,000

594,425

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.:

1.35% 6/9/17

$ 20,956,000

$ 20,887,600

2.625% 2/21/20

21,379,000

21,388,107

4.5% 9/15/20

36,000,000

38,720,880

5.012% 8/21/54

55,038,000

50,205,113

6.25% 4/1/37

2,348,000

2,631,364

6.4% 9/15/33

10,915,000

12,445,709

6.55% 9/15/43

54,849,000

64,763,725

Wind Acquisition Finance SA:

4.75% 7/15/20 (h)

3,205,000

3,229,038

7.375% 4/23/21 (h)

10,860,000

11,104,350

 

454,276,201

Wireless Telecommunication Services - 0.6%

America Movil S.A.B. de CV:

2.375% 9/8/16

15,982,000

16,149,811

3.125% 7/16/22

9,218,000

9,036,498

Comcel Trust 6.875% 2/6/24 (h)

560,000

575,400

Digicel Group Ltd.:

6% 4/15/21 (h)

9,220,000

8,443,768

6.75% 3/1/23 (h)

2,795,000

2,564,413

7% 2/15/20 (h)

425,000

422,875

7.125% 4/1/22 (h)

1,885,000

1,642,306

8.25% 9/30/20 (h)

9,040,000

8,362,000

Everything Everywhere Finance PLC 4.375% 3/28/19

GBP

850,000

1,384,160

Intelsat Jackson Holdings SA:

5.5% 8/1/23

1,490,000

1,311,200

7.25% 10/15/20

1,810,000

1,739,863

Millicom International Cellular SA:

4.75% 5/22/20 (h)

650,000

622,375

6% 3/15/25 (h)

6,675,000

6,307,875

6.625% 10/15/21 (h)

1,450,000

1,443,475

MTS International Funding Ltd. 8.625% 6/22/20 (h)

2,680,000

2,832,674

SoftBank Corp. 5.375% 7/30/22 (Reg. S)

4,200,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (h)

3,890,000

4,332,488

Sprint Corp.:

7.625% 2/15/25

5,395,000

5,034,209

7.875% 9/15/23

9,220,000

8,862,725

T-Mobile U.S.A., Inc.:

6% 3/1/23

4,060,000

4,139,129

6.375% 3/1/25

9,470,000

9,678,340

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

T-Mobile U.S.A., Inc.: - continued

6.464% 4/28/19

$ 1,520,000

$ 1,563,700

6.5% 1/15/24

3,045,000

3,128,738

6.625% 4/1/23

4,145,000

4,323,235

TBG Global Pte. Ltd. 4.625% 4/3/18 (Reg. S)

480,000

472,800

Vimpel Communications 9.125% 4/30/18 (Reg. S) (Issued by VIP Finance Ireland Ltd. for Vimpel Communications)

650,000

689,619

Vimpel Communications OJSC 7.748% 2/2/21 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (h)

4,260,000

4,223,603

 

113,503,029

TOTAL TELECOMMUNICATION SERVICES

567,779,230

UTILITIES - 3.1%

Electric Utilities - 1.7%

AmerenUE 6.4% 6/15/17

2,491,000

2,707,894

American Electric Power Co., Inc.:

1.65% 12/15/17

5,213,000

5,196,167

2.95% 12/15/22

4,935,000

4,766,134

American Transmission Systems, Inc. 5% 9/1/44 (h)

2,638,000

2,696,015

Ceske Energeticke Zavody A/S 4.25% 4/3/22 (Reg. S)

5,000,000

5,257,690

CLP Power Hong Kong Financing Ltd. 2.875% 4/26/23

3,000,000

2,900,562

Dayton Power & Light Co. 1.875% 9/15/16

3,740,000

3,746,145

Duquesne Light Holdings, Inc.:

5.9% 12/1/21 (h)

29,344,000

33,330,529

6.4% 9/15/20 (h)

25,897,000

29,651,314

Edison International 3.75% 9/15/17

6,674,000

6,951,291

Eversource Energy:

1.45% 5/1/18

3,325,000

3,281,659

2.8% 5/1/23

15,104,000

14,481,036

Exelon Corp.:

1.55% 6/9/17

3,319,000

3,310,802

2.85% 6/15/20

4,888,000

4,877,168

FirstEnergy Corp.:

2.75% 3/15/18

36,397,000

36,513,616

4.25% 3/15/23

31,243,000

31,304,080

7.375% 11/15/31

24,589,000

29,595,320

FirstEnergy Solutions Corp. 6.05% 8/15/21

20,194,000

21,966,892

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Electric Utilities - continued

IPALCO Enterprises, Inc. 3.45% 7/15/20 (h)

$ 27,495,000

$ 27,013,838

Lamar Funding Ltd. 3.958% 5/7/25 (h)

565,000

528,981

LG&E and KU Energy LLC:

2.125% 11/15/15

7,369,000

7,388,226

3.75% 11/15/20

1,450,000

1,519,207

Monongahela Power Co. 4.1% 4/15/24 (h)

3,982,000

4,081,522

Nevada Power Co. 6.5% 5/15/18

790,000

883,546

NSG Holdings II, LLC 7.75% 12/15/25 (h)

9,494,717

10,467,926

NV Energy, Inc. 6.25% 11/15/20

3,500,000

4,054,467

Pennsylvania Electric Co. 6.05% 9/1/17

764,000

828,168

Pepco Holdings, Inc. 2.7% 10/1/15

7,047,000

7,056,189

PPL Capital Funding, Inc. 3.4% 6/1/23

7,184,000

7,074,868

Progress Energy, Inc. 4.4% 1/15/21

12,059,000

12,849,721

RJS Power Holdings LLC 5.125% 7/15/19 (h)

8,575,000

8,103,375

TECO Finance, Inc.:

4% 3/15/16

2,562,000

2,600,240

5.15% 3/15/20

3,761,000

4,107,110

 

341,091,698

Gas Utilities - 0.0%

Intergas Finance BV 6.375% 5/14/17 (Reg. S)

965,000

984,532

Southern Natural Gas Co. 5.9% 4/1/17 (h)

442,000

466,407

Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21

3,646,000

3,729,213

 

5,180,152

Independent Power and Renewable Electricity Producers - 0.5%

Calpine Corp.:

5.375% 1/15/23

4,730,000

4,563,031

5.75% 1/15/25

910,000

881,563

Dolphin Subsidiary II, Inc.:

6.5% 10/15/16

19,000,000

19,475,000

7.25% 10/15/21

21,425,000

22,094,531

Dynegy, Inc.:

6.75% 11/1/19

6,850,000

7,102,594

7.375% 11/1/22

8,135,000

8,419,725

7.625% 11/1/24

14,025,000

14,597,220

Listrindo Capital BV 6.95% 2/21/19 (Reg. S)

650,000

666,250

NRG Energy, Inc.:

6.25% 7/15/22

8,395,000

8,185,125

6.25% 5/1/24

8,475,000

8,051,250

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Independent Power and Renewable Electricity Producers - continued

PPL Energy Supply LLC 6.5% 6/1/25 (h)

$ 1,180,000

$ 1,094,450

TerraForm Power Operating LLC:

5.875% 2/1/23 (h)

1,595,000

1,515,250

6.125% 6/15/25 (h)

500,000

471,250

The AES Corp.:

4.875% 5/15/23

3,775,000

3,510,750

7.375% 7/1/21

1,515,000

1,632,413

 

102,260,402

Multi-Utilities - 0.9%

Dominion Resources, Inc.:

2.5818% 9/30/66 (n)

35,229,000

30,674,771

7.5% 6/30/66 (n)

10,345,000

9,219,981

MidAmerican Energy Holdings, Co.:

1.1% 5/15/17

15,809,000

15,719,221

2% 11/15/18

12,172,000

12,142,860

NiSource Finance Corp.:

5.25% 2/15/43

12,739,000

13,572,589

5.45% 9/15/20

11,473,000

12,834,845

5.8% 2/1/42

6,336,000

7,204,114

5.95% 6/15/41

11,832,000

13,708,271

6.4% 3/15/18

1,228,000

1,364,078

6.8% 1/15/19

6,774,000

7,729,059

PG&E Corp. 2.4% 3/1/19

1,683,000

1,688,160

Puget Energy, Inc.:

6% 9/1/21

15,565,000

17,789,705

6.5% 12/15/20

5,125,000

6,015,069

RWE AG 7% 10/12/72 (Reg. S) (n)

2,700,000

2,808,000

Sempra Energy:

2.3% 4/1/17

14,116,000

14,290,798

2.875% 10/1/22

5,760,000

5,520,286

SP PowerAssets Ltd. 2.7% 9/14/22 (Reg. S)

3,000,000

2,926,464

Wisconsin Energy Corp. 6.25% 5/15/67 (n)

3,860,000

3,343,725

 

178,551,996

Nonconvertible Bonds - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Water Utilities - 0.0%

Yorkshire Water Services Finance Ltd. 6% 4/24/25 (n)

GBP

3,500,000

$ 5,681,512

TOTAL UTILITIES

632,765,760

TOTAL NONCONVERTIBLE BONDS

(Cost $9,021,912,936)


8,951,784,547

U.S. Government and Government Agency Obligations - 19.0%

 

U.S. Treasury Inflation-Protected Obligations - 2.8%

U.S. Treasury Inflation-Indexed Bonds:

0.75% 2/15/45

202,680,000

182,320,864

1.375% 2/15/44

135,651,571

142,485,411

U.S. Treasury Inflation-Indexed Notes:

0.125% 7/15/24

166,092,620

159,512,508

0.25% 1/15/25

75,564,750

72,857,924

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

557,176,707

U.S. Treasury Obligations - 16.2%

U.S. Treasury Bonds:

2.5% 2/15/45

200,000

181,130

2.875% 8/15/45

101,360,000

99,736,618

3% 5/15/45

650,487,000

655,094,399

4.375% 2/15/38

430,000

543,726

U.S. Treasury Notes:

0.5% 1/31/17 (k)

5,510,000

5,503,614

0.5% 2/28/17

1,450,000

1,447,677

1.125% 6/15/18

836,229,000

838,265,138

1.25% 10/31/18

616,376,000

618,214,033

1.375% 7/31/18

50,772,000

51,210,315

1.375% 4/30/20

18,176,000

18,062,873

1.625% 6/30/20

48,699,000

48,890,484

1.625% 7/31/20

5,593,000

5,611,641

2% 2/15/25

1,140,000

1,118,744

2% 8/15/25 (g)

115,730,000

113,517,821

2.125% 5/15/25

704,209,000

697,900,696

2.25% 11/15/24

50,000,000

50,199,200

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

2.375% 8/15/24

$ 76,723,000

$ 77,941,745

2.5% 5/15/24

3,700,000

3,802,231

TOTAL U.S. TREASURY OBLIGATIONS

3,287,242,085

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $3,870,084,540)


3,844,418,792

U.S. Government Agency - Mortgage Securities - 14.0%

 

Fannie Mae - 8.1%

1.75% 10/1/34 (n)

4,028

4,199

1.85% 10/1/33 (n)

3,169

3,297

1.88% 1/1/35 (n)

3,093

3,223

1.88% 1/1/35 (n)

309,395

324,512

1.885% 2/1/33 (n)

1,792

1,865

1.91% 12/1/34 (n)

57,465

59,952

1.91% 3/1/35 (n)

27,587

28,790

1.931% 10/1/33 (n)

19,545

20,396

1.94% 7/1/35 (n)

20,411

21,481

2.05% 3/1/35 (n)

5,168

5,346

2.06% 1/1/35 (n)

215,423

228,417

2.07% 4/1/37 (n)

97,606

102,683

2.09% 10/1/33 (n)

489,320

519,030

2.115% 12/1/34 (n)

12,487

13,147

2.141% 9/1/36 (n)

79,534

85,139

2.143% 9/1/36 (n)

102,393

109,609

2.19% 3/1/37 (n)

25,716

27,259

2.194% 7/1/34 (n)

35,633

37,737

2.243% 3/1/33 (n)

101,377

106,975

2.251% 5/1/35 (n)

258,113

274,011

2.273% 3/1/40 (n)

471,571

503,592

2.278% 6/1/47 (n)

144,202

154,364

2.302% 6/1/36 (n)

168,324

179,765

2.31% 12/1/39 (n)

238,411

255,212

2.317% 5/1/36 (n)

180,101

190,491

2.334% 7/1/35 (n)

119,463

126,919

2.335% 9/1/35 (n)

129,423

138,543

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

2.36% 11/1/36 (n)

$ 105,469

$ 112,259

2.375% 2/1/36 (n)

412,275

439,592

2.421% 10/1/33 (n)

106,225

113,711

2.444% 6/1/36 (n)

374,752

400,869

2.445% 12/1/35 (n)

303,914

325,330

2.458% 3/1/35 (n)

73,733

78,929

2.5% 5/1/27 to 8/1/43

61,129,557

61,465,205

2.53% 9/1/37 (n)

31,520

33,741

2.544% 5/1/36 (n)

190,203

203,028

2.546% 7/1/37 (n)

179,300

191,928

2.557% 6/1/42 (n)

338,990

350,421

2.615% 7/1/34 (n)

238,719

255,541

2.69% 2/1/42 (n)

1,940,959

2,007,691

2.758% 1/1/42 (n)

2,380,632

2,474,945

2.96% 11/1/40 (n)

203,472

213,177

2.982% 9/1/41 (n)

208,873

217,652

3% 8/1/41 (n)

1,196,246

1,242,725

3% 4/1/42 to 8/1/45

137,188,791

138,400,337

3% 9/1/45 (j)

11,000,000

11,047,266

3% 9/1/45 (j)

15,750,000

15,817,676

3% 9/1/45 (j)

700,000

703,008

3% 9/1/45 (j)

12,950,000

13,005,645

3% 10/1/45 (j)

11,000,000

11,020,195

3% 10/1/45 (j)

19,500,000

19,535,800

3.059% 10/1/41 (n)

90,567

94,222

3.239% 7/1/41 (n)

345,772

365,763

3.309% 10/1/41 (n)

197,256

207,389

3.346% 9/1/41 (n)

330,440

347,356

3.461% 12/1/40 (n)

16,327,608

17,313,509

3.5% 5/1/21 to 8/1/45

195,532,121

203,539,049

3.5% 9/1/45 (j)

21,300,000

22,072,123

3.5% 9/1/45 (j)

62,400,000

64,661,994

3.5% 9/1/45 (j)

54,400,000

56,371,995

3.5% 9/1/45 (j)

118,400,000

122,691,988

3.554% 7/1/41 (n)

393,834

416,390

4% 9/1/24 to 8/1/45

245,067,075

261,785,930

4% 9/1/45 (j)

33,200,000

35,259,436

4% 9/1/45 (j)

29,800,000

31,648,530

4% 9/1/45 (j)

700,000

743,422

4.5% 2/1/33 to 4/1/45

239,339,417

260,852,450

4.5% 9/1/45 (j)

104,900,000

113,636,198

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Fannie Mae - continued

4.5% 9/1/45 (j)

$ 66,500,000

$ 72,038,200

5% 3/1/18 to 1/1/40

12,863,130

14,311,086

5.204% 7/1/37 (n)

38,769

41,410

5.5% 12/1/17 to 3/1/41

41,331,160

46,286,955

5.565% 8/1/46 (n)

35,732

37,960

6% 2/1/17 to 1/1/42

19,996,559

22,958,828

6.5% 1/1/16 to 4/1/37

8,527,275

9,849,648

7% 12/1/15 to 7/1/37

1,737,692

2,014,141

7.5% 6/1/25 to 2/1/32

743,846

874,496

8% 12/1/17 to 3/1/37

14,369

17,374

8.5% 1/1/17 to 7/1/31

5,368

6,427

9.5% 4/1/16 to 9/1/21

19,301

21,005

TOTAL FANNIE MAE

1,643,647,899

Freddie Mac - 2.8%

1.5% 8/1/37 (n)

36,329

37,466

1.82% 3/1/35 (n)

109,500

113,785

1.825% 3/1/37 (n)

17,605

18,412

1.852% 1/1/36 (n)

94,641

99,746

1.914% 3/1/36 (n)

192,332

201,498

1.981% 12/1/35 (n)

268,185

282,848

2.022% 2/1/37 (n)

183,077

192,081

2.05% 6/1/37 (n)

30,132

31,675

2.055% 11/1/35 (n)

203,364

214,431

2.095% 8/1/37 (n)

77,851

82,228

2.105% 3/1/36 (n)

222,387

234,156

2.121% 5/1/37 (n)

75,262

80,330

2.274% 6/1/33 (n)

249,066

263,084

2.328% 10/1/36 (n)

351,588

372,184

2.333% 4/1/37 (n)

93,267

99,840

2.351% 10/1/35 (n)

135,925

143,969

2.385% 6/1/37 (n)

25,390

27,023

2.394% 10/1/42 (n)

3,383,968

3,567,757

2.415% 6/1/37 (n)

258,833

276,770

2.436% 5/1/37 (n)

70,764

75,744

2.448% 6/1/37 (n)

57,600

61,659

2.489% 4/1/36 (n)

186,736

199,418

2.526% 6/1/33 (n)

757,843

808,047

2.571% 3/1/35 (n)

1,151,839

1,233,007

2.595% 4/1/37 (n)

8,560

9,163

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac - continued

2.67% 6/1/36 (n)

$ 68,904

$ 73,701

2.722% 3/1/33 (n)

6,318

6,764

2.757% 7/1/36 (n)

86,515

92,612

2.757% 12/1/36 (n)

318,536

340,983

3% 8/1/42 to 8/1/45

47,690,227

48,108,823

3% 9/1/45 (j)

86,000,000

86,120,933

3.091% 9/1/41 (n)

2,030,935

2,113,642

3.155% 10/1/35 (n)

159,157

168,471

3.22% 9/1/41 (n)

225,766

236,291

3.235% 4/1/41 (n)

240,343

252,169

3.289% 6/1/41 (n)

259,197

273,827

3.292% 7/1/41 (n)

1,120,711

1,177,579

3.434% 12/1/40 (n)

7,526,902

7,901,094

3.444% 5/1/41 (n)

238,099

249,527

3.5% 4/1/42 to 6/1/45 (l)

167,391,191

173,884,580

3.62% 6/1/41 (n)

371,011

392,910

3.705% 5/1/41 (n)

321,478

340,673

4% 6/1/33 to 5/1/45

95,880,320

102,497,114

4.5% 6/1/25 to 1/1/45 (m)

48,439,808

52,890,490

5% 6/1/20 to 7/1/41

39,215,875

43,514,438

5.124% 4/1/38 (n)

290,635

310,435

5.5% 10/1/17 to 3/1/41

15,770,507

17,584,709

6% 7/1/16 to 12/1/37

3,971,271

4,522,658

6.5% 2/1/16 to 9/1/39

5,732,729

6,570,082

7% 6/1/21 to 9/1/36

1,644,878

1,915,403

7.5% 9/1/15 to 6/1/32

29,492

34,633

8% 7/1/16 to 1/1/37

53,610

64,732

8.5% 2/1/19 to 1/1/28

48,910

58,013

9% 5/1/17 to 10/1/20

166

176

9.5% 5/1/21 to 7/1/21

511

560

10% 11/15/18 to 8/1/21

203

222

11% 11/1/15 to 9/1/20

94

99

TOTAL FREDDIE MAC

560,424,664

Ginnie Mae - 3.1%

3% 6/15/42 to 8/20/45

111,771,485

113,457,642

3.5% 11/15/40 to 8/20/45

172,237,420

179,663,750

3.5% 9/1/45 (j)

35,100,000

36,547,871

3.5% 9/1/45 (j)

37,500,000

39,046,871

4% 5/20/33 to 7/20/45

111,877,857

119,462,467

4.5% 6/20/33 to 8/15/41

91,213,383

99,679,207

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (e)

Value

Ginnie Mae - continued

5% 12/15/32 to 9/15/41

$ 36,742,724

$ 41,102,560

5.5% 4/15/29 to 9/15/39

6,140,630

6,975,713

6% 10/15/30 to 11/15/39

861,975

986,119

6.5% 3/20/31 to 10/15/38

479,858

556,448

7% 10/15/22 to 3/15/33

1,547,249

1,821,714

7.5% 1/15/17 to 9/15/31

709,891

830,024

8% 4/15/17 to 11/15/29

245,587

284,939

8.5% 10/15/21 to 1/15/31

41,290

49,513

9% 8/15/19 to 1/15/23

2,420

2,690

9.5% 12/15/20 to 2/15/25

946

1,062

10.5% 3/20/16 to 1/20/18

2,450

2,606

11% 12/20/15 to 9/20/19

917

1,041

TOTAL GINNIE MAE

640,472,237

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,831,006,807)


2,844,544,800

Asset-Backed Securities - 0.8%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.9044% 4/25/35 (n)

664,344

596,925

ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8494% 3/25/34 (n)

286,904

273,372

Airspeed Ltd. Series 2007-1A Class C1, 2.6976% 6/15/32 (h)(n)

3,444,066

1,515,389

American Homes 4 Rent:

Series 2014-SFR1 Class E, 2.75% 6/17/31 (h)(n)

551,000

524,938

Series 2014-SFR2 Class E, 6.231% 10/17/36 (h)

147,000

150,742

Series 2014-SFR3 Class E, 6.418% 12/17/36 (h)

428,000

445,845

Series 2015-SFR1 Class E, 5.639% 4/17/52 (h)

326,438

320,064

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 1.2494% 12/25/33 (n)

48,772

45,099

Series 2004-R2 Class M3, 1.0244% 4/25/34 (n)

89,819

65,990

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.9794% 3/25/34 (n)

47,932

44,434

Series 2004-W11 Class M2, 1.2494% 11/25/34 (n)

561,149

545,162

Series 2004-W7 Class M1, 1.0244% 5/25/34 (n)

1,542,998

1,484,870

Series 2006-W4 Class A2C, 0.3594% 5/25/36 (n)

1,159,665

413,860

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0244% 4/25/34 (n)

$ 1,729,008

$ 1,586,936

Series 2006-HE2 Class M1, 0.5694% 3/25/36 (n)

21,261

170

Capital Auto Receivables Trust Series 2013-3 Class A3, 1.31% 12/20/17

11,540,000

11,553,017

Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3394% 12/25/36 (n)

1,802,588

1,188,800

CFC LLC:

Series 2013-1A Class B, 2.75% 11/15/18 (h)

5,916,550

5,949,428

Series 2013-2A Class A, 1.75% 11/15/17 (h)

1,621,937

1,623,064

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.4494% 3/25/32 (n)

3,192

2,854

Series 2004-3 Class M4, 1.6544% 4/25/34 (n)

69,614

62,739

Series 2004-4 Class M2, 0.9944% 6/25/34 (n)

104,055

94,678

Series 2004-7 Class AF5, 5.868% 1/25/35

3,145,875

3,275,973

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

341,219

334,014

Fannie Mae Series 2004-T5 Class AB3, 0.9538% 5/28/35 (n)

38,916

36,081

Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3744% 8/25/34 (n)

290,872

272,097

First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.0244% 3/25/34 (n)

10,384

9,839

Flagship Credit Auto Trust Series 2015-2 Class A, 1.98% 10/15/20 (h)

20,000,000

20,009,920

Fremont Home Loan Trust Series 2005-A:

Class M3, 0.9344% 1/25/35 (n)

948,695

808,921

Class M4, 1.2194% 1/25/35 (n)

347,133

223,666

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.7091% 2/25/47 (h)(n)

1,273,689

1,189,741

GE Business Loan Trust Series 2006-2A:

Class A, 0.3776% 11/15/34 (h)(n)

938,833

902,521

Class B, 0.4776% 11/15/34 (h)(n)

339,135

314,893

Class C, 0.5776% 11/15/34 (h)(n)

563,628

496,466

Class D, 0.9476% 11/15/34 (h)(n)

214,028

176,783

GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (h)

153,266

4,537

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5194% 8/25/33 (n)

273,785

259,059

Series 2003-3 Class M1, 1.4894% 8/25/33 (n)

454,678

438,275

Series 2003-5 Class A2, 0.8905% 12/25/33 (n)

32,929

30,792

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3894% 1/25/37 (n)

1,522,035

1,014,623

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Invitation Homes Trust:

Series 2013-SFR1 Class F, 3.9% 12/17/30 (h)(n)

$ 590,000

$ 571,177

Series 2014-SFR1 Class F, 3.936% 6/17/31 (h)(n)

557,000

538,739

Series 2014-SFR3 Class E, 4.705% 12/17/31 (h)(n)

206,000

207,598

Series 2014-SRF2 Class F, 4.188% 9/17/31 (h)(n)

335,000

325,233

Series 2015-SFR2 Class E, 3.336% 6/17/32 (h)(n)

485,000

468,290

Series 2015-SFR3 Class E, 3.933% 8/17/32 (h)(n)

7,658,000

7,590,057

Series 2015-SRF1 Class E, 4.386% 3/17/32 (h)(n)

624,000

621,456

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.4905% 7/25/36 (n)

181,664

75,097

Series 2007-CH1:

Class AF3, 5.532% 11/25/36

12,426,183

12,626,284

Class AV4, 0.3205% 11/25/36 (n)

389,062

388,255

KeyCorp Student Loan Trust:

Series 1999-A Class A2, 0.612% 12/27/29 (n)

139,195

138,422

Series 2006-A Class 2C, 1.432% 3/27/42 (n)

3,243,000

1,604,046

Long Beach Mortgage Loan Trust Series 2006-10 Class 2A3, 0.3594% 11/25/36 (n)

4,685,962

2,071,624

Marathon Real Estate CDO Ltd. Series 2006-1A Class B, 0.6294% 5/25/46 (h)(n)

250,000

241,250

MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4994% 5/25/37 (n)

338,532

4,791

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9494% 7/25/34 (n)

118,699

99,508

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 1.1744% 7/25/34 (n)

341,646

312,159

Series 2006-FF1 Class M2, 0.4894% 8/25/36 (n)

13,300,000

12,600,483

Series 2006-FM1 Class A2B, 0.3094% 4/25/37 (n)

245,450

243,356

Series 2006-OPT1 Class A1A, 0.7194% 6/25/35 (n)

1,672,262

1,615,510

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.8794% 8/25/34 (n)

57,368

53,552

Series 2004-NC6 Class M3, 2.3744% 7/25/34 (n)

16,524

14,833

Series 2004-NC8 Class M6, 2.0744% 9/25/34 (n)

18,949

16,970

Series 2005-NC1 Class M1, 0.8594% 1/25/35 (n)

289,373

273,254

Series 2005-NC2 Class B1, 1.9544% 3/25/35 (n)

225,910

4,278

Nationstar HECM Loan Trust Series 2015-1A Class A, 3.875% 5/25/18 (h)

7,470,766

7,480,104

New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7005% 9/25/35 (n)

1,426,957

1,268,640

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 2.0744% 9/25/34 (n)

532,896

504,264

Class M4, 2.3744% 9/25/34 (n)

683,353

315,806

Asset-Backed Securities - continued

 

Principal Amount (e)

Value

Park Place Securities, Inc.: - continued

Series 2005-WCH1 Class M4, 1.4444% 1/25/36 (n)

$ 1,475,804

$ 1,300,032

Resource Real Estate Funding CDO Series 2007-1A Class J, 3.1494% 9/25/46 (h)(n)

250,000

63,000

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9994% 4/25/33 (n)

5,108

4,830

Santander Drive Auto Receivables Trust Series 2014-4 Class C, 2.6% 11/16/20

7,985,000

8,044,464

Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9944% 3/25/35 (n)

794,671

730,890

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.2359% 6/15/33 (n)

685,690

664,796

Springcastle SPV Series 2014-AA Class A, 2.7% 5/25/23 (h)

10,910,794

10,948,981

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9244% 9/25/34 (n)

42,679

37,459

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0594% 9/25/34 (n)

28,819

25,690

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8435% 4/6/42 (h)(n)

2,683,017

1,529,320

Truman Capital Mortgage Loan Trust Series 2014-NPL2 Class A1, 3.125% 6/25/54 (h)

285,294

284,109

Vericrest Opportunity Loan Trust:

Series 2014-NP11 Class A1, 3.875% 4/25/55 (h)

6,280,446

6,278,571

Series 2014-NPL7 Class A1, 3.375% 8/27/57 (h)

10,529,615

10,515,284

Whinstone Capital Management Ltd. Series 1A Class B3, 2.0951% 10/25/44 (h)(n)

1,789,540

1,784,312

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.6534% 11/21/40 (h)(n)

186,318

181,791

Class D, 1.1834% 11/21/40 (h)(n)

305,000

245,678

TOTAL ASSET-BACKED SECURITIES

(Cost $143,347,784)


153,200,820

Collateralized Mortgage Obligations - 2.9%

 

Private Sponsor - 0.8%

Banc of America Funding Corp.:

sequential payer Series 2010-R4 Class 6A1, 0.3341% 1/26/37 (h)(n)

22,807

22,753

Series 2015-R3 Class 10A1, 0.3305% 6/27/36 (h)(n)

19,607,233

18,914,493

BCAP LLC Trust sequential payer:

Series 2013-RR3 Class 2A1, 2.3758% 2/26/37 (h)(n)

6,322,728

6,296,805

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

BCAP LLC Trust sequential payer: - continued

Series 2013-RR4 Class 2A1, 2.7793% 5/26/47 (h)(n)

$ 9,143,721

$ 9,105,994

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7594% 1/25/35 (n)

1,091,384

1,061,798

Citigroup Mortgage Loan Trust sequential payer:

Series 2012-A Class A, 2.5% 6/25/51 (h)

8,438,307

8,299,102

Series 2014-8 Class 2A1, 3.45% 6/27/37 (h)(n)

12,485,108

12,619,020

Credit Suisse Commercial Mortgage Trust Series 2014-15R Class 7A3, 1.1124% 10/26/37 (h)(n)

786,763

770,452

CSMC:

floater Series 2015-1R Class 6A1, 0.467% 5/27/37 (h)(n)

13,041,125

12,109,226

Series 2011-2R Class 2A1, 2.6521% 7/27/36 (h)

11,998,746

11,870,902

Series 2014-3R Class 2A1, 0.8847% 5/27/37 (h)(n)

1,977,086

1,874,527

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5683% 10/25/34 (n)

598,303

594,326

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.3578% 12/25/46 (h)(n)

910,000

1,004,129

Series 2010-K7 Class B, 5.4406% 4/25/20 (h)(n)

1,000,000

1,115,921

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 1.3028% 12/20/54 (n)

205,017

202,147

Series 2006-1A Class C2, 1.4028% 12/20/54 (h)(n)

6,523,000

6,443,419

Series 2006-2 Class C1, 1.1428% 12/20/54 (n)

21,543,000

21,014,871

Series 2006-3 Class C2, 1.2028% 12/20/54 (n)

1,124,000

1,107,252

Series 2006-4:

Class C1, 0.9628% 12/20/54 (n)

2,767,000

2,677,747

Class M1, 0.5428% 12/20/54 (n)

1,190,000

1,160,238

Series 2007-1:

Class 1C1, 0.8028% 12/20/54 (n)

2,234,000

2,146,567

Class 1M1, 0.5028% 12/20/54 (n)

1,493,000

1,440,894

Class 2C1, 1.0628% 12/20/54 (n)

1,015,000

986,625

Class 2M1, 0.7028% 12/20/54 (n)

1,917,000

1,878,526

Series 2007-2 Class 2C1, 1.0576% 12/17/54 (n)

2,654,000

2,579,945

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.737% 1/20/44 (n)

430,241

426,023

GSR Mortgage Loan Trust floater Series 2007-AR1 Class 6A1, 2.0124% 3/25/37 (n)

890,132

866,142

JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.5847% 8/25/36 (n)

1,296,420

1,096,226

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4094% 5/25/47 (n)

1,233,231

1,139,906

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

Private Sponsor - continued

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3694% 2/25/37 (n)

$ 3,448,741

$ 3,103,867

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

106,645

109,193

Oak Hill Advisors Residential Loan Trust Series 2014-NPL2 Class A1, 3.475% 4/25/54 (h)

8,684,546

8,676,874

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4894% 7/25/35 (n)

1,017,296

962,640

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.5385% 6/10/35 (h)(n)

403,347

366,193

Class B6, 3.0385% 6/10/35 (h)(n)

89,932

82,862

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3234% 7/20/34 (n)

23,167

22,738

Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.5121% 4/25/33 (n)

199,322

196,290

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-BB Class A2, 2.6192% 1/25/35 (n)

3,152,051

3,163,190

Series 2005-AR10 Class 2A15, 2.6681% 6/25/35 (n)

15,817,688

16,075,405

Series 2005-AR2 Class 1A2, 2.6165% 3/25/35 (n)

1,906,824

1,763,150

TOTAL PRIVATE SPONSOR

165,348,378

U.S. Government Agency - 2.1%

Fannie Mae:

floater:

Series 2002-18 Class FD, 0.9994% 2/25/32 (n)

34,321

34,884

Series 2002-39 Class FD, 1.1996% 3/18/32 (n)

54,829

56,047

Series 2002-60 Class FV, 1.1994% 4/25/32 (n)

71,759

73,519

Series 2002-63 Class FN, 1.1994% 10/25/32 (n)

98,533

100,891

Series 2002-7 Class FC, 0.9494% 1/25/32 (n)

36,334

37,142

Series 2002-94 Class FB, 0.5994% 1/25/18 (n)

47,775

47,931

Series 2003-118 Class S, 7.9006% 12/25/33 (n)(o)(q)

1,141,847

265,347

Series 2006-104 Class GI, 6.4806% 11/25/36 (n)(o)(q)

838,434

165,650

Series 2006-33 Class CF, 0.4994% 5/25/36 (n)

704,805

706,628

Series 2007-57 Class FA, 0.4294% 6/25/37 (n)

898,475

898,620

Series 2008-76 Class EF, 0.6994% 9/25/23 (n)

461,381

463,189

planned amortization class:

Series 1992-168 Class KB, 7% 10/25/22

54,633

59,987

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

planned amortization class:

Series 1993-207 Class H, 6.5% 11/25/23

$ 670,346

$ 749,254

Series 1994-23 Class PZ, 6% 2/25/24

1,817,625

2,006,775

Series 1996-28 Class PK, 6.5% 7/25/25

218,950

244,799

Series 1999-17 Class PG, 6% 4/25/29

575,834

632,653

Series 1999-32 Class PL, 6% 7/25/29

497,538

547,734

Series 1999-33 Class PK, 6% 7/25/29

322,551

355,846

Series 2001-52 Class YZ, 6.5% 10/25/31

39,775

44,934

Series 2002-9 Class PC, 6% 3/25/17

26,299

27,023

Series 2003-28 Class KG, 5.5% 4/25/23

395,584

432,157

Series 2004-21 Class QE, 4.5% 11/25/32

65,150

66,821

Series 2005-102 Class CO, 11/25/35 (p)

324,410

294,104

Series 2005-73 Class SA, 17.0316% 8/25/35 (n)(q)

127,624

165,687

Series 2005-81 Class PC, 5.5% 9/25/35

427,876

496,859

Series 2006-105 Class MD, 5.5% 6/25/35

352,232

358,425

Series 2006-12 Class BO, 10/25/35 (p)

1,344,951

1,261,425

Series 2006-37 Class OW, 5/25/36 (p)

155,439

137,493

Series 2006-45 Class OP, 6/25/36 (p)

414,275

367,953

Series 2006-62 Class KP, 4/25/36 (p)

594,171

529,242

sequential payer:

Series 1997-41 Class J, 7.5% 6/18/27

115,120

135,166

Series 1999-25 Class Z, 6% 6/25/29

438,753

495,984

Series 2001-20 Class Z, 6% 5/25/31

576,301

634,633

Series 2001-31 Class ZC, 6.5% 7/25/31

304,566

350,904

Series 2002-16 Class ZD, 6.5% 4/25/32

159,403

185,786

Series 2002-74 Class SV, 7.3506% 11/25/32 (n)(o)

718,460

130,088

Series 2002-79 Class Z, 5.5% 11/25/22

799,761

891,611

Series 2010-50 Class FA, 0.5494% 1/25/24 (n)

12,799

12,800

Series 2012-67 Class AI, 4.5% 7/25/27 (o)

4,199,468

571,464

Series 06-116 Class SG, 6.4406% 12/25/36 (n)(o)(q)

561,436

109,000

Series 07-40 Class SE, 6.2406% 5/25/37 (n)(o)(q)

351,504

58,427

Series 1993-165 Class SH, 19.2358% 9/25/23 (n)(q)

26,591

36,152

Series 2003-21 Class SK, 7.9006% 3/25/33 (n)(o)(q)

99,830

27,222

Series 2003-35 Class TQ, 7.3006% 5/25/18 (n)(o)(q)

47,833

3,149

Series 2005-72 Class ZC, 5.5% 8/25/35

3,477,956

3,917,817

Series 2007-57 Class SA, 39.4236% 6/25/37 (n)(q)

268,961

539,070

Series 2007-66:

Class FB, 0.5994% 7/25/37 (n)

1,078,031

1,086,635

Class SA, 38.4036% 7/25/37 (n)(q)

410,590

806,581

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Fannie Mae: - continued

Series 2007-66:

Class SB, 38.4036% 7/25/37 (n)(q)

$ 179,672

$ 344,115

Series 2008-12 Class SG, 6.1506% 3/25/38 (n)(o)(q)

2,418,678

435,433

Series 2009-114 Class AI, 5% 12/25/23 (o)

444,056

18,281

Series 2009-16 Class SA, 6.0506% 3/25/24 (n)(o)(q)

251,947

8,967

Series 2009-76 Class MI, 5.5% 9/25/24 (o)

219,368

10,697

Series 2009-85 Class IB, 4.5% 8/25/24 (o)

246,918

20,483

Series 2009-93 Class IC, 4.5% 9/25/24 (o)

371,345

30,118

Series 2010-112 Class SG, 6.1606% 6/25/21 (n)(o)(q)

330,203

24,365

Series 2010-12 Class AI, 5% 12/25/18 (o)

923,657

49,935

Series 2010-135 Class LS, 5.8506% 12/25/40 (n)(o)(q)

2,194,654

390,924

Series 2010-139 Class NI, 4.5% 2/25/40 (o)

2,142,589

303,990

Series 2010-17 Class DI, 4.5% 6/25/21 (o)

247,906

14,535

Series 2010-23:

Class AI, 5% 12/25/18 (o)

390,489

19,018

Class HI, 4.5% 10/25/18 (o)

271,579

13,433

Series 2010-29 Class LI, 4.5% 6/25/19 (o)

837,644

39,066

Series 2010-97 Class CI, 4.5% 8/25/25 (o)

792,747

57,999

Series 2011-39 Class ZA, 6% 11/25/32

1,474,496

1,684,984

Series 2011-67 Class AI, 4% 7/25/26 (o)

664,689

75,776

Series 2011-83 Class DI, 6% 9/25/26 (o)

1,073,476

144,530

Series 2013-N1 Class A, 6.5206% 6/25/35 (n)(o)(q)

1,726,662

377,616

Fannie Mae Stripped Mortgage-Backed Securities:

Series 339:

Class 29, 5.5% 8/25/18 (o)

141,617

7,051

Class 5, 5.5% 7/25/33 (o)

328,031

68,974

Series 343 Class 16, 5.5% 5/25/34 (o)

262,596

51,101

Series 348 Class 14, 6.5% 8/25/34 (n)(o)

187,570

41,486

Series 351:

Class 12, 5.5% 4/25/34 (n)(o)

131,347

23,327

Class 13, 6% 3/25/34 (o)

173,945

34,742

Series 359 Class 19, 6% 7/25/35 (n)(o)

122,725

25,476

Series 384 Class 6, 5% 7/25/37 (o)

1,557,588

322,907

Freddie Mac:

floater:

Series 2412 Class FK, 0.9976% 1/15/32 (n)

28,001

28,450

Series 2423 Class FA, 1.0976% 3/15/32 (n)

38,910

39,705

Series 2424 Class FM, 1.1976% 3/15/32 (n)

52,218

53,488

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

floater:

Series 2432:

Class FE, 1.0976% 6/15/31 (n)

$ 69,662

$ 71,111

Class FG, 1.0976% 3/15/32 (n)

23,206

23,673

floater planned amortization class Series 3153 Class FX, 0.5476% 5/15/36 (n)

1,455,341

1,460,620

floater target amortization class Series 3366 Class FD, 0.4476% 5/15/37 (n)

1,654,255

1,653,262

planned amortization class:

Series 2006-15 Class OP, 3/25/36 (p)

1,098,432

990,254

Series 2095 Class PE, 6% 11/15/28

619,739

684,543

Series 2101 Class PD, 6% 11/15/28

56,690

62,327

Series 2121 Class MG, 6% 2/15/29

256,041

281,945

Series 2131 Class BG, 6% 3/15/29

1,688,868

1,864,419

Series 2137 Class PG, 6% 3/15/29

277,365

305,626

Series 2154 Class PT, 6% 5/15/29

424,428

467,209

Series 2162 Class PH, 6% 6/15/29

107,139

117,584

Series 2425 Class JH, 6% 3/15/17

40,767

41,988

Series 2520 Class BE, 6% 11/15/32

572,734

631,918

Series 2585 Class KS, 7.4024% 3/15/23 (n)(o)(q)

40,713

6,047

Series 2693 Class MD, 5.5% 10/15/33

6,509,800

7,287,373

Series 2802 Class OB, 6% 5/15/34

1,167,945

1,311,362

Series 2937 Class KC, 4.5% 2/15/20

1,514,116

1,585,135

Series 2962 Class BE, 4.5% 4/15/20

1,516,669

1,596,730

Series 3002 Class NE, 5% 7/15/35

1,636,757

1,803,192

Series 3110 Class OP, 9/15/35 (p)

775,962

734,775

Series 3119 Class PO, 2/15/36 (p)

1,207,557

1,047,822

Series 3121 Class KO, 3/15/36 (p)

250,122

223,246

Series 3123 Class LO, 3/15/36 (p)

726,084

646,729

Series 3145 Class GO, 4/15/36 (p)

683,632

615,187

Series 3189 Class PD, 6% 7/15/36

1,514,483

1,739,193

Series 3225 Class EO, 10/15/36 (p)

437,334

387,304

Series 3258 Class PM, 5.5% 12/15/36

692,229

779,257

Series 3415 Class PC, 5% 12/15/37

647,977

699,024

Series 3786 Class HI, 4% 3/15/38 (o)

1,935,377

224,310

Series 3806 Class UP, 4.5% 2/15/41

3,745,520

4,053,320

Series 3832 Class PE, 5% 3/15/41

2,375,210

2,698,128

sequential payer:

Series 2135 Class JE, 6% 3/15/29

115,333

126,950

Series 2274 Class ZM, 6.5% 1/15/31

134,310

154,678

Series 2281 Class ZB, 6% 3/15/30

332,529

364,540

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Freddie Mac: - continued

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

$ 144,038

$ 159,179

Series 2357 Class ZB, 6.5% 9/15/31

992,608

1,152,413

Series 2502 Class ZC, 6% 9/15/32

296,840

329,068

Series 2519 Class ZD, 5.5% 11/15/32

530,934

579,601

Series 2546 Class MJ, 5.5% 3/15/23

254,056

272,632

Series 2601 Class TB, 5.5% 4/15/23

118,104

131,091

Series 2998 Class LY, 5.5% 7/15/25

313,890

345,400

Series 06-3115 Class SM, 6.4024% 2/15/36 (n)(o)(q)

468,674

81,264

Series 2013-4281 Class AI, 4% 12/15/28 (o)

7,241,957

818,134

Series 2844:

Class SC, 45.5156% 8/15/24 (n)(q)

15,994

27,876

Class SD, 83.8812% 8/15/24 (n)(q)

23,530

56,834

Series 2935 Class ZK, 5.5% 2/15/35

4,664,532

5,303,266

Series 2947 Class XZ, 6% 3/15/35

1,705,251

1,922,437

Series 3055 Class CS, 6.3924% 10/15/35 (n)(o)

663,769

131,598

Series 3244 Class SG, 6.4624% 11/15/36 (n)(o)(q)

1,573,668

301,271

Series 3274 Class SM, 6.2324% 2/15/37 (n)(o)

787,325

143,656

Series 3284 Class CI, 5.9224% 3/15/37 (n)(o)

3,665,485

671,754

Series 3287 Class SD, 6.5524% 3/15/37 (n)(o)(q)

2,368,438

559,372

Series 3297 Class BI, 6.5624% 4/15/37 (n)(o)(q)

3,474,601

704,247

Series 3336 Class LI, 6.3824% 6/15/37 (n)(o)

1,260,743

181,668

Series 3772 Class BI, 4.5% 10/15/18 (o)

987,233

49,352

Series 3949 Class MK, 4.5% 10/15/34

1,162,691

1,260,336

Series 3955 Class YI, 3% 11/15/21 (o)

4,090,266

246,243

Series 4471 Class PA 4% 12/15/40

16,542,139

17,482,450

target amortization class Series 2156 Class TC, 6.25% 5/15/29

350,826

385,183

Freddie Mac Manufactured Housing participation certificates guaranteed:

floater Series 1686 Class FA, 1.0976% 2/15/24 (n)

143,037

145,067

sequential payer:

Series 2043 Class ZH, 6% 4/15/28

278,747

306,998

Series 2056 Class Z, 6% 5/15/28

493,989

544,097

Freddie Mac Multi-family Strutured Pass-thru Certificates Series 4386 Class AZ, 4.5% 11/15/40

9,175,093

10,327,662

Ginnie Mae guaranteed REMIC pass-thru certificates:

floater:

Series 2007-37 Class TS, 6.4924% 6/16/37 (n)(o)(q)

666,871

116,266

Series 2010-H03 Class FA, 0.739% 3/20/60 (n)(r)

7,239,958

7,254,778

Series 2010-H17 Class FA, 0.519% 7/20/60 (n)(r)

784,120

780,609

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2010-H18 Class AF, 0.4882% 9/20/60 (n)(r)

$ 939,927

$ 934,403

Series 2010-H19 Class FG, 0.4882% 8/20/60 (n)(r)

1,124,650

1,118,127

Series 2010-H27 Series FA, 0.5682% 12/20/60 (n)(r)

1,881,037

1,877,644

Series 2011-H05 Class FA, 0.6882% 12/20/60 (n)(r)

3,058,776

3,062,612

Series 2011-H07 Class FA, 0.6882% 2/20/61 (n)(r)

5,744,796

5,751,178

Series 2011-H12 Class FA, 0.6782% 2/20/61 (n)(r)

7,672,367

7,682,249

Series 2011-H13 Class FA, 0.6882% 4/20/61 (n)(r)

2,954,143

2,957,818

Series 2011-H14:

Class FB, 0.6882% 5/20/61 (n)(r)

3,408,666

3,413,605

Class FC, 0.6882% 5/20/61 (n)(r)

3,111,103

3,115,253

Series 2011-H17 Class FA, 0.7182% 6/20/61 (n)(r)

4,100,268

4,109,223

Series 2011-H21 Class FA, 0.7882% 10/20/61 (n)(r)

7,977,929

8,016,814

Series 2012-H01 Class FA, 0.8882% 11/20/61 (n)(r)

3,853,340

3,876,537

Series 2012-H03 Class FA, 0.8882% 1/20/62 (n)(r)

2,412,451

2,427,037

Series 2012-H06 Class FA, 0.8182% 1/20/62 (n)(r)

3,713,802

3,736,656

Series 2012-H07 Class FA, 0.8182% 3/20/62 (n)(r)

2,233,512

2,250,873

Series 2012-H23 Class WA, 0.7082% 10/20/62 (n)(r)

1,972,568

1,977,101

Series 2012-H26, Class CA, 0.7182% 7/20/60 (n)(r)

8,393,046

8,409,572

Series 2013-H07 Class BA, 0.5482% 3/20/63 (n)(r)

3,088,896

3,064,778

Series 2014-H03 Class FA, 0.7882% 1/20/64 (n)(r)

3,557,562

3,576,929

Series 2014-H05 Class FB, 0.7882% 12/20/63 (n)(r)

8,840,658

8,888,132

Series 2014-H11 Class BA, 0.6882% 6/20/64 (n)(r)

14,231,600

14,289,964

Collateralized Mortgage Obligations - continued

 

Principal Amount (e)

Value

U.S. Government Agency - continued

Ginnie Mae guaranteed REMIC pass-thru certificates: - continued

floater:

Series 2014-H20 Class BF, 0.6882% 9/20/64 (n)(r)

$ 45,507,119

$ 45,432,123

Series 2015-H13 Class FL, 0.4682% 5/20/63 (n)(r)

25,469,565

25,418,600

Series 2015-H19 Class FA, 0.393% 4/20/63 (n)(r)

23,700,000

23,655,563

planned amortization class:

Series 1993-13 Class PD, 6% 5/20/29

576,554

658,056

Series 1997-8 Class PE, 7.5% 5/16/27

242,407

286,190

Series 2011-136 Class WI, 4.5% 5/20/40 (o)

1,489,777

244,883

sequential payer Series 2004-24 Class ZM, 5% 4/20/34

2,348,217

2,601,424

Series 2004-32 Class GS, 6.3024% 5/16/34 (n)(o)(q)

354,374

76,792

Series 2004-73 Class AL, 7.0024% 8/17/34 (n)(o)(q)

426,172

82,363

Series 2007-35 Class SC, 39.0144% 6/16/37 (n)(q)

28,844

55,931

Series 2010-H10 Class FA, 0.519% 5/20/60 (n)(r)

2,445,477

2,434,013

Series 2012-76 Class GS, 6.5024% 6/16/42 (n)(o)(q)

1,443,066

301,234

Series 2012-97 Class JS, 6.0524% 8/16/42 (n)(o)(q)

4,573,075

784,352

Series 2013-124:

Class ES, 8.3963% 4/20/39 (n)(q)

4,142,567

4,818,231

Class ST, 8.5297% 8/20/39 (n)(q)

7,781,810

9,136,388

Series 2013-160 Class MS, 5.9973% 9/20/32 (n)(o)(q)

6,145,514

1,119,942

Series 2015-H13 Class HA, 2.5% 8/20/64 (r)

33,560,356

34,389,062

Series 2015-H17 Class HA, 2.5% 5/20/65 (r)

28,442,055

29,147,390

Ginnie Mae pass thru certificates Series H69 Class JA, 2.5% 8/1/60 (j)(r)

30,750,363

31,495,100

Ginnie Mae REMIC Trust Series H68 Class HA, 2.5% 9/1/60 (j)(r)

6,637,302

6,804,272

TOTAL U.S. GOVERNMENT AGENCY

429,373,477

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $561,302,341)


594,721,855

Commercial Mortgage Securities - 6.7%

 

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

180,000

201,179

Asset Securitization Corp.:

Series 1997-D4 Class B5, 7.525% 4/14/29

129,000

129,872

Series 1997-D5 Class PS1, 1.4464% 2/14/43 (n)(o)

456,274

5,710

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (h)(n)

$ 1,500,000

$ 1,470,703

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2005-4 Class AJ, 5.038% 7/10/45 (n)

254,963

254,820

Series 2006-2 Class A4, 5.7271% 5/10/45 (n)

17,625,794

17,815,553

Series 2006-3 Class A4, 5.889% 7/10/44

51,155,192

52,078,185

Series 2006-4 Class AM, 5.675% 7/10/46

1,000,000

1,034,448

Series 2006-6 Class A3, 5.369% 10/10/45

3,804,000

3,823,035

Series 2006-4 Class A1A, 5.617% 7/10/46 (n)

26,299,622

27,050,502

Series 2004-1 Class F, 5.279% 11/10/39 (h)

185,000

185,051

Series 2005-1 Class CJ, 5.3371% 11/10/42 (n)

175,766

175,573

Series 2005-5 Class D, 5.3247% 10/10/45 (n)

1,180,000

1,183,728

Series 2005-6 Class AJ, 5.1559% 9/10/47 (n)

300,000

301,608

Series 2006-6 Class E, 5.619% 10/10/45 (h)

1,098,000

122,411

Series 2007-2 Class A4, 5.6126% 4/10/49 (n)

8,292,000

8,634,567

Series 2007-3 Class A4, 5.5746% 6/10/49 (n)

20,967,320

21,956,977

Series 2008-1 Class D, 6.2584% 2/10/51 (h)(n)

125,000

95,414

Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49

6,743,694

7,053,028

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.4744% 12/25/33 (h)(n)

33,328

30,064

Series 2005-4A:

Class A2, 0.5894% 1/25/36 (h)(n)

788,356

700,667

Class B1, 1.5994% 1/25/36 (h)(n)

32,921

20,941

Class M1, 0.6494% 1/25/36 (h)(n)

254,309

206,031

Class M2, 0.6694% 1/25/36 (h)(n)

76,293

59,816

Class M3, 0.6994% 1/25/36 (h)(n)

111,419

83,999

Class M4, 0.8094% 1/25/36 (h)(n)

61,621

45,484

Class M5, 0.8494% 1/25/36 (h)(n)

61,621

45,238

Class M6, 0.8994% 1/25/36 (h)(n)

65,448

46,847

Series 2006-3A Class M4, 0.6294% 10/25/36 (h)(n)

32,221

3,308

Series 2007-1 Class A2, 0.4694% 3/25/37 (h)(n)

527,262

441,664

Series 2007-2A:

Class A1, 0.4694% 7/25/37 (h)(n)

541,279

461,786

Class A2, 0.5194% 7/25/37 (h)(n)

505,752

416,077

Class M1, 0.5694% 7/25/37 (h)(n)

177,592

135,918

Class M2, 0.6094% 7/25/37 (h)(n)

97,043

68,317

Class M3, 0.6894% 7/25/37 (h)(n)

74,751

43,833

Series 2007-3:

Class A2, 0.4894% 7/25/37 (h)(n)

483,895

394,167

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M1, 0.5094% 7/25/37 (h)(n)

$ 105,098

$ 81,257

Class M2, 0.5394% 7/25/37 (h)(n)

112,645

80,894

Class M3, 0.5694% 7/25/37 (h)(n)

177,501

78,035

Class M4, 0.6994% 7/25/37 (h)(n)

278,704

81,819

Class M5, 0.7994% 7/25/37 (h)(n)

133,533

26,213

Series 2007-4A Class M1, 1.1494% 9/25/37 (h)(n)

190,162

36,301

Series 2006-3A, Class IO, 0% 10/25/36 (h)(n)(o)

5,108,763

1

Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(n)(o)

4,852,783

15,441

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.43% 3/11/39 (n)

450,000

454,935

Bear Stearns Commercial Mortgage Securities Trust:

sequential payer:

Series 2006-PW14 Class AM, 5.243% 12/11/38

600,000

624,806

Series 2006-T22 Class AJ, 5.5924% 4/12/38 (n)

400,000

408,402

Series 2007-PW16 Class A4, 5.7053% 6/11/40 (n)

1,112,000

1,175,544

Series 1999-C1 Class I, 5.64% 2/14/31 (h)

107,279

106,292

Series 2006-T22:

Class A4, 5.5924% 4/12/38 (n)

166,540

167,970

Class B, 5.5924% 4/12/38 (h)(n)

200,000

207,422

Series 2007-PW18 Class X2, 0.3003% 6/11/50 (h)(n)(o)

87,557,706

91,760

Series 2007-T28 Class X2, 0.1359% 9/11/42 (h)(n)(o)

54,532,420

5,999

Beckman Coulter, Inc. sequential payer Series 2000-A Class A, 7.4975% 12/15/18 (h)

724,139

773,609

BLCP Hotel Trust:

floater Series 2014-CLRN Class F, 3.2316% 8/15/29 (h)(n)

832,000

804,016

Series 2014-CLMZ Class M, 5.9255% 8/15/29 (h)(n)

1,665,702

1,654,329

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.9476% 8/15/26 (h)(n)

700,000

699,389

BWAY Mortgage Trust Series 2015-1740 Class E, 3.8241% 1/13/35 (h)(n)

1,000,000

964,051

C-BASS Trust floater Series 2006-SC1 Class A, 0.4694% 5/25/36 (h)(n)

304,743

289,950

Carefree Portfolio Trust floater:

Series 2014-CARE:

Class E, 4.198% 11/15/19 (h)(n)

1,574,000

1,582,622

Class F, 2.7817% 11/15/19 (h)(n)

119,000

116,162

Series 2014-CMZA Class MZA, 6.1745% 11/15/19 (h)(n)

1,537,000

1,534,947

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Carefree Portfolio Trust 2014-Car floater Series 2014-CMZB Class MZB, 7.9199% 11/15/29 (h)(n)

$ 1,158,000

$ 1,155,600

CDGJ Commercial Mortgage Trust Series 2014-BXCH:

Class A, 1.5873% 12/15/27 (h)(n)

19,500,000

19,469,619

Class DPA, 3.1976% 12/15/27 (h)(n)

6,164,000

6,151,968

CFCRE Commercial Mortgage Trust Series 2011-C2 Class B, 5.5743% 12/15/47 (h)(n)

750,000

849,273

CG-CCRE Commercial Mortgage Trust:

Series 2014-FL1:

Class YTC2, 2.6745% 6/15/31 (h)(n)

511,000

492,718

Class YTC3, 2.6745% 6/15/31 (h)(n)

184,000

174,962

Series 2014-FL1, 2.6745% 6/15/31 (h)(n)

511,000

498,730

CGBAM Commercial Mortgage Trust Series 2015-SMRT Class F, 3.7859% 4/10/28 (h)(n)

902,000

857,869

Chase Commercial Mortgage Securities Corp.:

Series 1998-1 Class H, 6.34% 5/18/30 (h)

800,000

839,749

Series 1998-2 Class J, 6.39% 11/18/30 (h)

487,111

438,161

Citigroup Commercial Mortgage Trust:

Series 2013-GC15 Class D, 5.1051% 9/10/46 (h)(n)

1,010,000

982,380

Series 2015-SHP2 Class E, 4.535% 7/15/27 (h)(n)

1,239,000

1,236,100

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer:

Series 2006-CD3 Class A5, 5.617% 10/15/48

8,179,818

8,409,163

Series 2007-CD4:

Class A3, 5.293% 12/11/49

172,969

173,873

Class A4, 5.322% 12/11/49

31,258,000

32,322,272

Series 2005-CD1 Class AJ, 5.2018% 7/15/44 (n)

500,000

499,462

Claregold Trust Series 2007-2A:

Class F, 5.01% 5/15/44 (h)(n)

CAD

138,000

104,063

Class G, 5.01% 5/15/44 (h)(n)

CAD

30,000

22,212

Class H, 5.01% 5/15/44 (h)(n)

CAD

20,000

14,457

Class J, 5.01% 5/15/44 (h)(n)

CAD

20,000

13,890

Class K, 5.01% 5/15/44 (h)(n)

CAD

10,000

6,808

Class L, 5.01% 5/15/44 (h)(n)

CAD

36,000

23,563

Class M, 5.01% 5/15/44 (h)(n)

CAD

165,000

101,880

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (n)

2,125,000

2,064,238

COMM Mortgage Trust:

floater Series 2014-PAT Class E, 3.336% 8/13/27 (h)(n)

735,000

727,228

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

1,410,000

1,123,606

Series 2012-CR5 Class D, 4.3356% 12/10/45 (h)(n)

740,000

743,849

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2013-CR10:

Class C, 4.7925% 8/10/46 (h)(n)

$ 270,000

$ 278,724

Class D, 4.7925% 8/10/46 (h)(n)

790,000

743,386

Series 2013-CR12 Class D, 5.0847% 10/10/46 (h)(n)

1,680,000

1,655,826

Series 2013-CR9:

Class C, 4.2581% 7/10/45 (h)(n)

525,000

526,183

Class D, 4.2581% 7/10/45 (h)(n)

756,000

709,490

Series 2013-LC6 Class D, 4.2865% 1/10/46 (h)(n)

1,109,000

1,044,351

Series 2014-CR15 Class D, 4.7657% 2/10/47 (h)(n)

258,000

249,179

Series 2014-CR17 Class D, 4.7994% 5/10/47 (h)(n)

567,000

535,956

Series 2014-UBS2 Class D, 5.0154% 3/10/47 (h)(n)

844,000

797,880

Series 2015-3BP Class F, 3.2384% 2/10/35 (h)(n)

1,000,000

876,537

Series 2015-CR23 Class CME, 3.6845% 5/10/48 (h)(n)

483,000

443,848

COMM Mortgage Trust pass-thru certificates:

floater Series 2005-F10A Class J, 1.0476% 4/15/17 (h)(n)

126,140

126,169

sequential payer Series 2006-C7 Class A1A, 5.7386% 6/10/46 (n)

2,335,546

2,396,691

Series 2005-LP5 Class F, 4.9795% 5/10/43 (h)(n)

1,290,000

1,302,585

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

1,275,189

1,227,269

Commercial Mortgage Asset Trust Series 1999-C2 Class H, 6% 11/17/32

623,315

660,148

Commercial Mortgage Trust pass-thru certificates:

Series 2012-CR1:

Class C, 5.3592% 5/15/45 (n)

850,000

921,955

Class D, 5.3592% 5/15/45 (h)(n)

1,510,000

1,546,614

Series 2012-CR2:

Class E, 4.8572% 8/15/45 (h)(n)

1,727,000

1,696,629

Class F, 4.25% 8/15/45 (h)

1,418,000

1,286,981

Series 2012-LC4:

Class C, 5.6452% 12/10/44 (n)

260,000

287,285

Class D, 5.6452% 12/10/44 (h)(n)

1,143,000

1,203,828

Series 2014-CR2 Class G, 4.25% 8/15/45 (h)

403,000

317,407

Core Industrial Trust:

Series 2015-CALW Class G, 3.8504% 2/10/34 (h)(n)

544,000

497,418

Series 2015-WEST Class F, 4.2268% 2/10/37 (h)(n)

731,000

645,605

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2007-C2 Class A2, 5.448% 1/15/49 (n)

27,691

27,691

Series 2007-C3 Class A4, 5.6993% 6/15/39 (n)

16,762,633

17,570,408

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Credit Suisse Commercial Mortgage Trust: - continued

Series 2007-C5 Class A4, 5.695% 9/15/40 (n)

$ 1,722,000

$ 1,818,079

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1:

Class F, 6% 5/17/40 (h)

1,212,440

1,289,831

Class H, 6% 5/17/40 (h)

90,315

75,213

Series 1998-C2:

Class F, 6.75% 11/15/30 (h)

499,779

512,111

Class G, 6.75% 11/15/30 (h)

180,000

190,863

Series 2001-CKN5 Class AX, 0% 9/15/34 (h)(n)(o)

2,730

0

Series 2002-CKP1 Class KZ, 6.294% 12/15/35 (h)(n)

140,650

141,253

CSMC Series 2015-TOWN:

Class B, 2.0976% 3/15/17 (h)(n)

3,043,000

3,022,405

Class C, 2.4476% 3/15/17 (h)(n)

2,964,000

2,944,035

Class D, 3.3976% 3/15/17 (h)(n)

4,485,000

4,447,873

Class E, 4.336% 3/15/17 (h)(n)

20,318,000

20,139,263

CSMC Trust floater Series 2015-DEAL:

Class E, 4.198% 4/15/29 (h)(n)

724,000

716,966

Class F, 4.948% 4/15/29 (h)(n)

1,453,000

1,439,041

DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (h)(n)

967,000

905,463

DBUBS Mortgage Trust Series 2011-LC1A:

Class D, 5.5569% 11/10/46 (h)(n)

500,000

547,023

Class E, 5.5569% 11/10/46 (h)(n)

1,332,000

1,437,385

Class F, 5.5569% 11/10/46 (h)(n)

1,560,000

1,554,691

Class G, 4.652% 11/10/46 (h)

1,654,000

1,433,581

Class XB, 0.2464% 11/10/46 (h)(n)(o)

20,920,000

308,967

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

1,000,000

1,002,424

First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust sequential payer Series 1998-C2 Class G, 7% 11/18/35 (h)(n)

23,852

23,797

Freddie Mac:

pass thru-certificates floater Series KF01 Class A, 0.5365% 4/25/19 (n)

416,659

415,720

pass-thru certificates:

Series K011 Class X3, 2.5753% 12/25/43 (n)(o)

1,640,000

201,549

Series K012 Class X3, 2.287% 1/25/41 (n)(o)

1,799,999

199,348

Series K013 Class X3, 2.8069% 1/25/43 (n)(o)

820,000

110,965

sequential payer:

Series K033 Class A2, 3.06% 7/25/23

23,417,768

24,087,149

Series K034 Class A2, 3.531% 7/25/23

20,251,185

21,448,172

Series K035 Class A2, 3.458% 8/25/23

2,961,000

3,118,602

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Freddie Mac: - continued

Series K032 Class A2, 3.31% 5/25/23

$ 4,715,000

$ 4,936,150

Series K036 Class A2, 3.527% 10/25/23

7,763,000

8,205,755

Series K047 Class A2, 3.329% 5/25/25

17,400,000

18,047,141

Series KAIV Class X2, 3.6147% 6/25/46 (n)(o)

420,000

74,622

Freddie Mac Multi-family Strutured Pass-thru Certificates sequential payer Series K038 Class A2, 3.389% 3/25/24

4,722,000

4,934,721

FREMF Mortgage Trust:

Series 2010-K9 Class B, 5.1937% 9/25/45 (h)(n)

1,290,000

1,416,967

Series 2011-K10 Class B, 4.6215% 11/25/49 (h)(n)

240,000

257,267

Series 2011-K11 Class B, 4.4209% 12/25/48 (h)(n)

750,000

797,774

GAHR Commercial Mortgage Trust Series 2015-NRF:

Class BFX, 3.3822% 12/15/19 (h)(n)

18,910,000

18,965,749

Class CFX, 3.4949% 12/15/19 (h)(n)

14,152,000

13,945,292

Class DFX, 3.3822% 12/15/19 (h)(n)

11,994,000

11,679,349

Class EFX, 3.3822% 12/15/19 (h)(n)

1,500,000

1,402,278

Class FFX, 3.3822% 12/15/19 (h)(n)

383,000

351,176

GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (n)

60,372

60,356

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

42,220,000

43,752,544

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C1 Class H, 6.6% 7/15/29

405,110

362,225

Series 1997-C2 Class G, 6.75% 4/15/29 (n)

215,232

227,426

Series 1999-C2I Class K, 6.481% 9/15/33

835,000

756,193

Series 1999-C3 Class K, 6.974% 8/15/36 (h)

2,645

2,620

GP Portfolio Trust Series 2014-GPP:

Class D, 2.938% 2/15/27 (h)(n)

291,000

289,847

Class E, 4.0373% 2/15/27 (h)(n)

378,000

376,173

Greenwich Capital Commercial Funding Corp.:

sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

15,541,635

16,217,401

Series 2006-GG7 Class A4, 5.8187% 7/10/38 (n)

45,337,123

46,013,144

GS Mortgage Securities Corp. II:

Series 2006-GG6 Class A4, 5.553% 4/10/38 (n)

6,458,463

6,466,058

Series 2010-C1:

Class D, 6.0843% 8/10/43 (h)(n)

1,255,000

1,358,143

Class E, 4% 8/10/43 (h)

1,240,000

1,142,381

Class F, 4% 8/10/43 (h)

894,000

756,302

Class X, 1.4847% 8/10/43 (h)(n)(o)

5,136,803

298,474

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

GS Mortgage Securities Trust:

floater Series 2014-GSFL Class A, 1.1873% 7/15/31 (h)(n)

$ 614,960

$ 613,139

sequential payer Series 2006-GG8 Class A4, 5.56% 11/10/39

17,702,100

18,239,553

Series 2010-C2:

Class D, 5.2456% 12/10/43 (h)(n)

720,000

761,053

Class XA, 0.6486% 12/10/43 (h)(n)(o)

3,860,847

27,926

Series 2011-GC5:

Class C, 5.3081% 8/10/44 (h)(n)

1,050,000

1,137,595

Class D, 5.3081% 8/10/44 (h)(n)

480,000

494,415

Class E, 5.3081% 8/10/44 (h)(n)

210,000

205,187

Class F, 4.5% 8/10/44 (h)

1,020,000

842,850

Series 2012-GC6:

Class D, 5.6315% 1/10/45 (h)(n)

861,000

885,730

Class E, 5% 1/10/45 (h)(n)

412,000

380,231

Series 2012-GC6I Class F, 5% 1/10/45 (n)

390,000

322,150

Series 2012-GCJ7:

Class C, 5.7229% 5/10/45 (n)

630,000

690,673

Class D, 5.7229% 5/10/45 (h)(n)

1,054,000

1,080,186

Class E, 5% 5/10/45 (h)

1,311,000

1,199,529

Class F, 5% 5/10/45 (h)

2,079,000

1,682,309

Series 2012-GCJ9:

Class D, 4.8533% 11/10/45 (h)(n)

1,170,000

1,133,200

Class E, 4.8533% 11/10/45 (h)(n)

1,290,000

1,142,338

Series 2013-GC10 Class D, 4.4138% 2/10/46 (h)(n)

740,000

695,187

Series 2013-GC12 Class D, 4.4768% 6/10/46 (h)(n)

219,000

205,177

Series 2013-GC13 Class D, 4.0697% 7/10/46 (h)(n)

1,543,000

1,393,132

Series 2013-GC16:

Class C, 5.3156% 11/10/46 (n)

662,844

711,006

Class D, 5.3156% 11/10/46 (h)(n)

967,000

939,589

Class F, 3.5% 11/10/46 (h)

999,000

758,793

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.438% 7/15/29 (h)(n)

617,000

619,841

Series 2013-HLT:

Class CFX, 3.7141% 11/5/30 (h)

2,450,000

2,444,632

Class DFX, 4.4065% 11/5/30 (h)

23,706,000

23,758,945

Class EFX, 4.4533% 11/5/30 (h)(n)

2,000,000

2,005,760

Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class F, 3.6756% 11/15/29 (h)(n)

406,000

392,842

JPMBB Commercial Mortgage Securities Trust:

Series 2014-C22 Class D, 4.5612% 9/15/47 (h)(n)

525,000

457,731

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMBB Commercial Mortgage Securities Trust: - continued

Series 2015-C31 Class ASB, 3.5373% 8/15/48

$ 30,200,000

$ 31,145,275

JPMorgan Chase Commercial Mortgage Securities Corp.:

floater Series 2011-CCHP Class E, 5.15% 7/15/28 (h)(n)

500,000

501,940

sequential payer Series 2010-CNTR Class A2, 4.311% 8/5/32 (h)

440,000

473,471

Series 2003-C1:

Class D, 5.192% 1/12/37

12,581

12,563

Class F, 5.6404% 1/12/37 (h)(n)

250,000

246,250

Series 2009-IWST:

Class C, 7.4453% 12/5/27 (h)(n)

380,000

447,928

Class D, 7.4453% 12/5/27 (h)(n)

1,885,000

2,217,094

Series 2010-CNTR Class D, 6.1838% 8/5/32 (h)(n)

695,000

793,396

Series 2012-CBX:

Class C, 5.2386% 6/15/45 (n)

250,000

263,891

Class D, 5.2386% 6/16/45 (h)(n)

690,000

706,106

Class E, 5.2386% 6/15/45 (h)(n)

620,000

607,380

Class F, 4% 6/15/45 (h)

820,000

732,380

Class G 4% 6/15/45 (h)

1,079,000

770,533

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2006-FL2A:

Class E, 0.4776% 11/15/18 (h)(n)

137,659

134,947

Class F, 0.5276% 11/15/18 (h)(n)

380,931

366,233

Class G, 0.5576% 11/15/18 (h)(n)

330,997

316,800

Class H, 0.6976% 11/15/18 (h)(n)

254,476

243,031

Class J, 0.8476% 11/15/18 (h)(n)

257,928

245,844

Series 2014-BXH:

Class A, 1.0976% 4/15/27 (h)(n)

3,000,000

2,993,256

Class C, 1.8476% 4/15/27 (h)(n)

4,460,000

4,451,731

Class D, 2.4476% 4/15/27 (h)(n)

9,517,000

9,485,956

Series 2014-FBLU Class E, 3.6873% 12/15/28 (h)(n)

1,058,000

1,052,710

Series 2014-INN:

Class E, 3.798% 6/15/29 (h)(n)

683,000

680,107

Class F, 4.198% 6/15/29 (h)(n)

1,006,000

989,645

sequential payer:

Series 2006-CB16:

Class A1A, 5.546% 5/12/45

15,065,112

15,490,098

Class A4, 5.552% 5/12/45

5,665,501

5,761,508

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

$ 7,203,918

$ 7,424,314

Series 2006-LDP8 Class A1A, 5.397% 5/15/45

5,645,570

5,811,132

Series 2006-LDP9 Class A3, 5.336% 5/15/47

9,000,176

9,320,420

Series 2007-CB18 Class A4, 5.44% 6/12/47

2,362,745

2,458,961

Series 2007-CB19 Class A4, 5.695% 2/12/49 (n)

12,396,984

13,058,979

Series 2007-LD11 Class A4, 5.7743% 6/15/49 (n)

29,428,107

30,984,324

Series 2007-LDPX Class A3, 5.42% 1/15/49

23,975,987

25,007,266

Series 2004-CBX Class D, 5.097% 1/12/37 (n)

170,000

169,307

Series 2004-LN2 Class D, 5.3433% 7/15/41 (n)

420,000

357,085

Series 2005-LDP2 Class C, 4.911% 7/15/42 (n)

660,000

661,664

Series 2005-LDP5 Class AJ, 5.3599% 12/15/44 (n)

360,000

363,020

Series 2006-LDP7 Class A4, 5.9047% 4/15/45 (n)

11,598,929

11,794,266

Series 2007-LDP10 Class CS, 5.466% 1/15/49 (n)

110,240

345

Series 2011-C3 Class J, 4.409% 2/15/46 (h)(n)

106,000

89,241

Series 2011-C4:

Class E, 5.4158% 7/15/46 (h)(n)

1,130,000

1,168,293

Class F, 3.873% 7/15/46 (h)

105,000

96,463

Class H, 3.873% 7/15/46 (h)

672,000

549,678

Class NR, 3.873% 7/15/46 (h)

385,000

254,142

Class TAC2, 7.99% 7/15/46 (h)

671,000

709,877

Series 2011-C5:

Class B. 5.3229% 8/15/46 (h)(n)

1,140,000

1,260,607

Class C, 5.3229% 8/15/46 (h)(n)

1,102,648

1,189,079

Series 2013-LC11:

Class C, 3.9582% 4/15/46 (n)

1,115,000

1,082,208

Class D, 4.2392% 4/15/46 (n)

1,430,000

1,313,642

Class F, 3.25% 4/15/46 (h)(n)

1,682,000

1,208,863

Series 2014-DSTY:

Class D, 3.8046% 6/10/27 (h)(n)

816,000

795,902

Class E, 3.8046% 6/10/27 (h)(n)

1,156,000

1,084,292

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 6.0965% 7/15/44 (n)

21,263,403

22,500,996

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C7 Class AJ, 5.323% 11/15/40 (n)

1,254,286

1,256,377

Series 2006-C6:

Class A4, 5.372% 9/15/39

855,696

879,626

Class AM, 5.413% 9/15/39

1,500,000

1,554,450

Series 2006-C7:

Class A2, 5.3% 11/15/38

595,713

599,313

Class AM, 5.378% 11/15/38

160,000

165,488

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A4, 5.424% 2/15/40

$ 16,273,684

$ 16,935,469

Series 2007-C2 Class A3, 5.43% 2/15/40

3,230,362

3,377,085

Series 2004-C2 Class G, 4.595% 3/15/36 (h)(n)

186,455

186,521

Series 2005-C1 Class E, 4.924% 2/15/40

317,127

317,153

Series 2005-C7 Class C, 5.35% 11/15/40 (n)

1,016,000

1,021,050

Series 2006-C1 Class AM, 5.217% 2/15/31 (n)

6,847,000

6,904,871

Series 2006-C4:

Class AJ, 5.8521% 6/15/38 (n)

1,060,000

1,083,970

Class AM, 5.8521% 6/15/38 (n)

500,000

514,576

Series 2007-C6 Class A4, 5.858% 7/15/40 (n)

1,870,177

1,949,738

Series 2007-C7 Class A3, 5.866% 9/15/45

12,747,748

13,733,506

LSTAR Commercial Mortgage Trust:

Series 2011-1 Class D, 5.4769% 6/25/43 (h)(n)

67,004

66,951

Series 2014-2:

Class D, 5.0498% 1/20/41 (h)(n)

256,000

241,516

Class E, 5.0498% 1/20/41 (h)(n)

400,000

336,046

Mach One Trust LLC Series 2004-1A Class H, 6.0869% 5/28/40 (h)(n)

115,481

115,562

Merrill Lynch Financial Asset, Inc. Series 2006-CA20 Class E, 5.3906% 10/12/39 (h)(n)

CAD

320,000

244,593

Merrill Lynch Mortgage Investors Trust Series 1997-C2 Class F, 6.25% 12/10/29 (n)

183,308

183,218

Merrill Lynch Mortgage Trust:

Series 05-LC1 Class AJ, 5.3621% 1/12/44 (n)

220,000

221,689

Series 2005-LC1 Class F, 5.4161% 1/12/44 (h)(n)

1,655,000

1,633,424

Series 2006-C1:

Class AJ, 5.6761% 5/12/39 (n)

530,000

533,216

Class AM, 5.6761% 5/12/39 (n)

100,000

102,190

Series 2007-C1 Class A4, 5.8347% 6/12/50 (n)

9,429,517

9,840,823

Series 2008-C1 Class A4, 5.69% 2/12/51

2,936,477

3,128,152

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2006-4:

Class A3, 5.172% 12/12/49 (n)

778,304

803,053

Class ASB, 5.133% 12/12/49 (n)

111,340

111,588

Series 2007-5 Class A4, 5.378% 8/12/48

17,767,087

18,475,265

Series 2007-6 Class A4, 5.485% 3/12/51 (n)

14,650,000

15,351,457

Series 2007-7 Class A4, 5.7429% 6/12/50 (n)

6,223,318

6,587,805

Series 2006-1 Class AM, 5.5154% 2/12/39 (n)

5,120,000

5,182,131

Series 2007-6 Class B, 5.635% 3/12/51 (n)

1,902,000

594,617

Series 2007-8 Class A3, 5.8811% 8/12/49 (n)

1,640,000

1,745,567

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley BAML Trust:

sequential payer Series 2014-C18 Class 300E, 4.6896% 8/15/31 (h)

$ 750,000

$ 675,225

Series 2012-C6 Class D, 4.8133% 11/15/45 (h)(n)

1,357,000

1,382,240

Series 2013-C12 Class D, 4.767% 10/15/46 (h)(n)

1,000,000

971,250

Series 2013-C13:

Class D, 4.8945% 11/15/46 (h)(n)

1,019,000

992,175

Class E, 4.8945% 11/15/46 (h)(n)

887,000

797,878

Series 2013-C7:

Class D, 4.2973% 2/15/46 (h)(n)

810,000

777,148

Class E, 4.2973% 2/15/46 (h)(n)

340,000

305,162

Series 2013-C8 Class D, 4.17% 12/15/48 (h)(n)

400,000

372,432

Series 2013-C9:

Class C, 4.2082% 5/15/46 (n)

620,000

609,774

Class D, 4.1578% 5/15/46 (h)(n)

1,740,000

1,621,161

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.398% 7/15/19 (h)(n)

357,716

357,966

Class J, 0.6155% 7/15/19 (h)(n)

335,939

335,105

Series 2007-XLFA:

Class D, 0.374% 10/15/20 (h)(n)

633,568

631,626

Class E, 0.4355% 10/15/20 (h)(n)

834,661

829,265

Class F, 0.4855% 10/15/20 (h)(n)

500,899

497,723

Class G, 0.5255% 10/15/20 (h)(n)

619,188

614,482

Class H, 0.6155% 10/15/20 (h)(n)

389,758

379,000

Class J, 0.7655% 10/15/20 (h)(n)

225,021

207,559

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

620,000

643,794

Series 2007-HQ11 Class A31, 5.439% 2/12/44

104,322

104,222

Series 2012-C4 Class E, 5.5247% 3/15/45 (h)(n)

1,210,000

1,248,725

Series 1997-RR Class F, 7.4369% 4/30/39 (h)(n)

63,561

63,796

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

207,862

208,710

Series 1999-WF1:

Class N, 5.91% 11/15/31 (h)

210,000

209,561

Class O, 5.91% 11/15/31 (h)

166,077

137,242

Series 2004-IQ7 Class E, 5.1708% 6/15/38 (h)(n)

74,602

76,329

Series 2006-IQ11 Class A4, 5.7068% 10/15/42 (n)

334,934

335,997

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

719,000

750,874

Series 2007-IQ14 Class A4, 5.692% 4/15/49

89,155,000

93,458,423

Series 2011-C1:

Class C, 5.3313% 9/15/47 (h)(n)

970,000

1,062,944

Class D, 5.3313% 9/15/47 (h)(n)

1,760,000

1,896,872

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Morgan Stanley Capital I Trust: - continued

Series 2011-C1:

Class E, 5.3313% 9/15/47 (h)(n)

$ 573,100

$ 588,828

Series 2011-C2:

Class D, 5.3029% 6/15/44 (h)(n)

580,000

619,591

Class E, 5.3029% 6/15/44 (h)(n)

600,000

629,740

Class F, 5.3029% 6/15/44 (h)(n)

550,000

536,782

Class XB, 0.4584% 6/15/44 (h)(n)(o)

9,001,008

234,854

Series 2011-C3:

Class C, 5.1784% 7/15/49 (h)(n)

1,000,000

1,078,789

Class D, 5.1784% 7/15/49 (h)(n)

1,130,000

1,200,615

Class E, 5.1784% 7/15/49 (h)(n)

400,000

420,752

Class G, 5.1784% 7/15/49 (h)(n)

924,000

822,421

Series 2012-C4:

Class D, 5.7088% 3/15/45 (h)(n)

330,000

352,966

Class F, 3.07% 3/15/45 (h)

623,000

522,362

Series 2015-MS1:

Class C, 4.1633% 5/15/48 (n)

734,000

665,939

Class D, 4.163% 5/15/48 (h)

437,000

355,947

Morgan Stanley Dean Witter Capital I Trust Series 2001-TOP3 Class E, 7.5079% 7/15/33 (h)(n)

150,000

167,549

Motel 6 Trust Series 2015-MTL6:

Class E, 5.2785% 2/5/30 (h)

1,571,000

1,534,715

Class F, 5% 2/5/30 (h)

499,000

481,653

NationsLink Funding Corp. Series 1999-LTL1:

Class C, 7.399% 1/22/26 (h)

273,000

282,582

Class D, 6.45% 1/22/26 (h)

740,731

798,495

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

1,005,147

1,275,229

Real Estate Asset Liquidity Trust:

Series 2006-2:

Class F, 4.456% 9/12/38

CAD

107,000

82,528

Class G, 4.456% 9/12/38

CAD

54,000

41,175

Class H, 4.456% 9/12/38

CAD

36,000

26,730

Class J, 4.456% 9/12/38

CAD

36,000

25,958

Class K, 4.456% 9/12/38

CAD

18,000

12,583

Class L, 4.456% 9/12/38

CAD

26,000

17,137

Class M, 4.456% 9/12/38

CAD

104,391

63,371

Series 2007-1:

Class F, 4.57% 4/12/23

CAD

126,000

97,360

Class G, 4.57% 4/12/23

CAD

42,000

32,206

Class H, 4.57% 4/12/23

CAD

42,000

31,962

Class J, 4.57% 4/12/23

CAD

42,000

31,720

Class K, 4.57% 4/12/23

CAD

21,000

15,740

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Real Estate Asset Liquidity Trust: - continued

Series 2007-1:

Class L, 4.57% 4/12/23

CAD

63,000

$ 46,865

Class M, 4.57% 4/12/23

CAD

155,242

100,926

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)

247,956

78,414

SCG Trust Series 2013-SRP1 Class D, 3.531% 11/15/26 (h)(n)

1,330,000

1,329,557

Starwood Retail Property Trust Series 2014-STAR Class D, 3.4476% 11/15/27 (h)(n)

794,000

789,385

TIAA Seasoned Commercial Mortgage Trust:

sequential payer Series 2007-C4 Class AJ, 5.4769% 8/15/39 (n)

118,718

119,103

Series 2007-C4 Class F, 5.4769% 8/15/39 (n)

820,000

781,449

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

270,000

276,460

UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5422% 5/10/45 (h)(n)

1,197,000

1,253,996

UBS-BAMLL Trust:

Series 12-WRM Class D, 4.238% 6/10/30 (h)(n)

310,000

300,234

Series 2012-WRM Class E, 4.238% 6/10/30 (h)(n)

970,000

912,401

VNO Mortgage Trust Series 2012-6AVE Class D, 3.3372% 11/15/30 (h)(n)

1,299,000

1,246,776

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

180,000

206,013

Wachovia Bank Commercial Mortgage Trust:

floater Series 2006-WL7A Class J, 0.7976% 9/15/21 (h)(n)

395,545

375,604

sequential payer:

Series 2006-C29 Class A1A, 5.297% 11/15/48

8,076,675

8,413,812

Series 2007-C30 Class A5, 5.342% 12/15/43

24,454,000

25,445,282

Series 2007-C31 Class A4, 5.509% 4/15/47

52,563,000

53,619,674

Series 2007-C32 Class A3, 5.7146% 6/15/49 (n)

40,608,000

42,723,380

Series 2007-C33:

Class A4, 5.9507% 2/15/51 (n)

31,834,336

33,267,677

Class A5, 5.9507% 2/15/51 (n)

19,259,000

20,679,736

Series 2004-C11:

Class D, 5.1404% 1/15/41 (n)

360,000

365,255

Class E, 5.1904% 1/15/41 (n)

327,000

331,357

Series 2005-C22 Class B, 5.3736% 12/15/44 (n)

4,218,000

4,196,594

Series 2006-C23 Class A5, 5.416% 1/15/45 (n)

7,870,000

7,923,673

Series 2006-C27 Class A1A, 5.749% 7/15/45 (n)

21,703,452

22,312,712

Series 2007-C31 Class C, 5.6711% 4/15/47 (n)

522,000

506,986

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

Wells Fargo Commercial Mortgage Trust:

Series 2010-C1 Class XB, 0.5751% 11/15/43 (h)(n)(o)

$ 20,614,217

$ 558,006

Series 2012-LC5:

Class C, 4.693% 10/15/45 (n)

569,000

587,615

Class D, 4.7772% 10/15/45 (h)(n)

1,621,000

1,605,471

Series 2013-LC12 Class C, 4.3013% 7/15/46 (n)

600,000

597,456

Series 2015-SG1 Class ASB, 3.381% 12/15/47

9,000,000

9,280,949

WF-RBS Commercial Mortgage Trust:

sequential payer Series 2011-C4I Class G, 5% 6/15/44 (h)

325,000

270,050

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

360,000

386,167

Class D, 5.549% 3/15/44 (h)(n)

800,000

854,287

Class E, 5% 3/15/44 (h)

890,000

856,920

Class F, 5% 3/15/44 (h)

693,000

570,839

Series 2011-C4:

Class D, 5.2658% 6/15/44 (h)(n)

408,000

436,609

Class E, 5.2658% 6/15/44 (h)(n)

439,432

458,950

Series 2011-C5:

Class C, 5.6346% 11/15/44 (h)(n)

260,000

285,216

Class D, 5.6346% 11/15/44 (h)(n)

600,000

656,164

Class E, 5.6346% 11/15/44 (h)(n)

1,410,000

1,503,088

Class F, 5.25% 11/15/44 (h)(n)

933,000

903,371

Class G, 5.25% 11/15/44 (h)(n)

329,000

290,030

Class XA, 1.9616% 11/15/44 (h)(n)(o)

4,923,294

389,255

Series 2012-C10:

Class D, 4.4569% 12/15/45 (h)(n)

422,000

404,640

Class E, 4.4569% 12/15/45 (h)(n)

1,190,000

1,040,947

Class F, 4.4569% 12/15/45 (h)(n)

1,726,000

1,359,158

Series 2012-C6 Class D, 5.5612% 4/15/45 (h)(n)

540,000

558,332

Series 2012-C7:

Class C, 4.8388% 6/15/45 (n)

1,270,000

1,330,428

Class E, 4.8388% 6/15/45 (h)(n)

2,501,000

2,482,220

Class F, 4.5% 6/15/45 (h)

357,000

328,195

Class G, 4.5% 6/15/45 (h)

1,076,000

822,541

Series 2012-C8 Class D, 4.8753% 8/15/45 (h)(n)

650,000

680,150

Series 2013-C11:

Class D, 4.1805% 3/15/45 (h)(n)

870,000

829,203

Class E, 4.1805% 3/15/45 (h)(n)

1,750,000

1,489,002

Series 2013-C13 Class D, 4.1386% 5/15/45 (h)(n)

600,000

563,078

Commercial Mortgage Securities - continued

 

Principal Amount (e)

Value

WFCG Commercial Mortgage Trust floater Series 2015-BXRP:

Class F, 3.9179% 11/15/29 (h)(n)

$ 1,054,900

$ 1,043,394

Class G, 3.2176% 11/15/29 (h)(n)

164,703

152,834

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,348,981,101)


1,364,361,739

Municipal Securities - 1.5%

 

California Gen. Oblig.:

Series 2009, 7.35% 11/1/39

2,650,000

3,677,458

7.3% 10/1/39

18,415,000

25,490,780

7.5% 4/1/34

9,105,000

12,691,368

7.6% 11/1/40

12,540,000

18,395,177

7.625% 3/1/40

5,410,000

7,793,862

Chicago Gen. Oblig.:

(Taxable Proj.):

Series 2008 B, 5.63% 1/1/22

2,410,000

2,337,748

Series 2010 C1, 7.781% 1/1/35

13,950,000

14,170,829

Series 2012 B, 5.432% 1/1/42

3,285,000

2,647,119

6.314% 1/1/44

19,560,000

17,022,677

Illinois Gen. Oblig.:

Series 2003:

4.35% 6/1/18

8,770,000

9,013,806

4.95% 6/1/23

16,725,000

17,003,639

5.1% 6/1/33

63,045,000

58,497,564

Series 2010 5, 6.2% 7/1/21

6,680,000

7,318,742

Series 2010-1, 6.63% 2/1/35

11,945,000

12,294,272

Series 2010-3:

5.547% 4/1/19

330,000

354,661

6.725% 4/1/35

17,810,000

18,434,953

7.35% 7/1/35

8,165,000

8,753,125

Series 2011:

4.961% 3/1/16

1,035,000

1,052,347

5.365% 3/1/17

395,000

408,549

5.665% 3/1/18

13,360,000

14,287,718

5.877% 3/1/19

44,605,000

48,723,826

Municipal Securities - continued

 

Principal Amount (e)

Value

Illinois Gen. Oblig.: - continued

Series 2013:

2.69% 12/1/17

$ 3,365,000

$ 3,352,583

3.14% 12/1/18

3,490,000

3,487,662

TOTAL MUNICIPAL SECURITIES

(Cost $310,397,367)


307,210,465

Foreign Government and Government Agency Obligations - 1.1%

 

Arab Republic 5.875% 6/11/25 (h)

380,000

367,232

Argentine Republic:

7% 10/3/15

300,000

299,800

7% 4/17/17

21,130,000

20,081,130

8.28% 12/31/33

525,764

538,908

8.75% 6/2/17

1,645,000

1,657,319

Azerbaijan Republic 4.75% 3/18/24 (h)

760,000

725,800

Belarus Republic 8.95% 1/26/18

4,880,000

4,762,490

Brazilian Federative Republic:

4.25% 1/7/25

10,005,000

9,279,638

5.625% 1/7/41

14,565,000

12,962,850

7.125% 1/20/37

3,270,000

3,458,025

8.25% 1/20/34

3,535,000

4,144,788

Buenos Aires Province:

9.375% 9/14/18 (h)

1,210,000

1,188,825

9.95% 6/9/21

960,000

936,000

10.875% 1/26/21 (Reg. S)

3,645,000

3,590,325

City of Buenos Aires:

8.95% 2/19/21 (h)

1,860,000

1,920,450

9.95% 3/1/17 (h)

793,000

820,854

Colombian Republic:

5% 6/15/45

400,000

355,500

5.625% 2/26/44

550,000

534,188

6.125% 1/18/41

635,000

658,813

7.375% 9/18/37

745,000

877,238

10.375% 1/28/33

2,100,000

3,050,250

Congo Republic 4% 6/30/29 (f)

4,360,501

3,750,031

Costa Rican Republic:

4.25% 1/26/23 (h)

1,250,000

1,146,875

5.625% 4/30/43 (h)

490,000

396,900

7% 4/4/44 (h)

1,450,000

1,355,750

Croatia Republic:

5.5% 4/4/23 (h)

410,000

422,813

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Croatia Republic: - continued

6% 1/26/24 (h)

$ 600,000

$ 640,128

6.375% 3/24/21 (h)

760,000

820,002

6.625% 7/14/20 (h)

545,000

594,159

6.75% 11/5/19 (h)

350,000

382,604

Democratic Socialist Republic of Sri Lanka:

6% 1/14/19 (h)

325,000

329,875

6.25% 10/4/20 (h)

1,355,000

1,371,938

6.25% 7/27/21 (h)

360,000

360,900

Dominican Republic:

1.25% 8/30/24 (n)

2,950,000

2,854,125

5.5% 1/27/25 (h)

710,000

702,900

5.875% 4/18/24

585,000

593,775

6.85% 1/27/45 (h)

1,395,000

1,384,538

7.45% 4/30/44 (h)

2,240,000

2,374,400

7.5% 5/6/21 (h)

1,880,000

2,075,050

El Salvador Republic 7.625% 2/1/41 (h)

250,000

236,250

Georgia Republic 6.875% 4/12/21 (h)

720,000

752,400

Hungarian Republic:

5.375% 3/25/24

594,000

649,362

5.75% 11/22/23

910,000

1,014,650

7.625% 3/29/41

1,100,000

1,499,542

Indonesian Republic:

2.875% 7/8/21(Reg. S)

EUR

2,400,000

2,659,496

3.375% 4/15/23 (h)

555,000

513,375

4.875% 5/5/21 (h)

490,000

510,825

5.25% 1/17/42 (h)

715,000

663,163

5.375% 10/17/23

400,000

420,000

5.875% 3/13/20 (h)

385,000

423,019

5.875% 3/13/20 (Reg. S)

2,450,000

2,691,938

6.625% 2/17/37 (h)

950,000

1,021,250

6.75% 1/15/44 (h)

490,000

542,087

7.75% 1/17/38 (h)

2,270,000

2,752,375

8.5% 10/12/35 (Reg. S)

2,060,000

2,657,400

Islamic Republic of Pakistan:

7.125% 3/31/16 (h)

2,560,000

2,608,128

7.125% 3/31/16 (Reg. S)

100,000

101,880

7.25% 4/15/19 (h)

2,685,000

2,763,603

8.25% 4/15/24 (h)

1,000,000

1,052,500

Ivory Coast 5.75% 12/31/32

3,150,000

2,835,504

Jamaican Government 7.875% 7/28/45

335,000

331,650

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Kazakhstan Republic:

5.125% 7/21/25 (h)

$ 915,000

$ 893,269

6.5% 7/21/45 (h)

645,000

622,425

Lebanese Republic:

4% 12/31/17

2,486,250

2,461,388

5.45% 11/28/19

575,000

574,713

Moroccan Kingdom 4.25% 12/11/22 (h)

600,000

604,020

Panamanian Republic:

6.7% 1/26/36

460,000

560,050

8.875% 9/30/27

335,000

469,000

9.375% 4/1/29

415,000

606,419

Peruvian Republic 4% 3/7/27 (f)

1,360,000

1,360,000

Philippine Republic:

7.75% 1/14/31

665,000

962,588

9.5% 2/2/30

895,000

1,454,375

10.625% 3/16/25

260,000

414,050

Plurinational State of Bolivia:

5.95% 8/22/23 (h)

485,000

501,975

5.95% 8/22/23

55,000

56,925

Provincia de Cordoba 12.375% 8/17/17 (h)

1,990,000

2,014,875

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

1,100,000

1,068,595

Republic of Armenia:

6% 9/30/20 (h)

1,756,000

1,673,292

7.15% 3/26/25 (h)

720,000

688,464

Republic of Iceland 5.875% 5/11/22 (h)

560,000

635,085

Republic of Iraq 5.8% 1/15/28 (Reg. S)

4,000,000

3,055,728

Republic of Nigeria 5.125% 7/12/18 (h)

930,000

906,285

Republic of Serbia:

5.875% 12/3/18 (h)

1,430,000

1,505,504

6.75% 11/1/24 (h)

2,196,478

2,223,933

7.25% 9/28/21 (h)

1,450,000

1,638,245

Romanian Republic:

4.375% 8/22/23 (h)

706,000

735,864

6.125% 1/22/44 (h)

852,000

994,199

Russian Federation:

4.875% 9/16/23 (h)

1,135,000

1,085,491

5% 4/29/20 (h)

625,000

629,638

5.625% 4/4/42 (h)

400,000

362,521

5.875% 9/16/43 (h)

1,700,000

1,583,040

7.5% 3/31/30 (Reg. S)

535,625

627,120

12.75% 6/24/28 (Reg. S)

5,345,000

8,188,273

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

South African Republic:

5.875% 9/16/25

$ 1,235,000

$ 1,333,523

6.25% 3/8/41

500,000

550,190

Turkish Republic:

3.25% 3/23/23

245,000

223,163

4.875% 4/16/43

640,000

562,368

5.125% 3/25/22

315,000

324,986

5.625% 3/30/21

965,000

1,024,955

6.25% 9/26/22

680,000

743,936

6.75% 4/3/18

565,000

616,856

6.75% 5/30/40

975,000

1,082,601

6.875% 3/17/36

1,795,000

2,013,236

7% 3/11/19

685,000

761,446

7.25% 3/5/38

1,150,000

1,347,685

7.375% 2/5/25

1,170,000

1,372,995

7.5% 11/7/19

1,215,000

1,385,756

8% 2/14/34

570,000

712,728

11.875% 1/15/30

630,000

1,032,494

Ukraine Financing of Infrastructure Projects State Enterprise 8.375% 11/3/17 (h)

790,000

556,316

Ukraine Government:

7.8% 11/28/22 (h)

1,870,000

1,338,172

9.25% 7/24/17 (h)

1,595,000

1,139,628

United Kingdom, Great Britain and Northern Ireland:

1.75% 1/22/17

GBP

1,380,000

2,152,546

3.25% 1/22/44

GBP

1,600,000

2,789,279

4.5% 9/7/34

GBP

1,835,000

3,701,097

United Mexican States:

4.6% 1/23/46

695,000

634,188

4.75% 3/8/44

13,812,000

12,879,690

5.55% 1/21/45

650,000

679,250

6.05% 1/11/40

1,366,000

1,529,920

6.75% 9/27/34

650,000

791,375

United Republic of Tanzania 6.3971% 3/9/20 (n)

205,000

202,950

Uruguay Republic 7.875% 1/15/33 pay-in-kind

1,130,000

1,473,238

Venezuelan Republic:

5.75% 2/26/16 (Reg S.)

7,620,000

6,057,900

9% 5/7/23 (Reg. S)

695,000

254,023

9.25% 9/15/27

1,250,000

523,750

9.25% 5/7/28 (Reg. S)

480,000

175,920

11.75% 10/21/26 (Reg. S)

1,115,000

461,053

11.95% 8/5/31 (Reg. S)

3,855,000

1,595,970

Foreign Government and Government Agency Obligations - continued

 

Principal Amount (e)

Value

Venezuelan Republic: - continued

12.75% 8/23/22

$ 2,000,000

$ 932,000

Vietnamese Socialist Republic:

1.2139% 3/12/16 (n)

256,522

252,995

4% 3/12/28 (f)

5,357,917

5,163,692

4.8% 11/19/24 (h)

1,000,000

960,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $228,712,522)


224,958,802

Supranational Obligations - 0.0%

 

European Investment Bank 1.75% 9/15/45(Reg. S)
(Cost $83,082)

EUR

65,000


74,655

Common Stocks - 0.0%

Shares

 

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Tribune Media Co. Class A

21,200

846,728

MATERIALS - 0.0%

Chemicals - 0.0%

LyondellBasell Industries NV Class A

31,400

2,680,932

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

FairPoint Communications, Inc. (a)

19,400

317,384

Wireless Telecommunication Services - 0.0%

CUI Acquisition Corp. Class E,

1

134,408

TOTAL TELECOMMUNICATION SERVICES

451,792

TOTAL COMMON STOCKS

(Cost $5,726,831)


3,979,452

Preferred Stocks - 0.1%

Shares

Value

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Alexandria Real Estate Equities, Inc. Series D 7.00%

9,000

$ 246,094

FelCor Lodging Trust, Inc. Series A, 1.95%

18,000

458,100

 

704,194

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Real Estate Investment Trusts - 0.1%

Alexandria Real Estate Equities, Inc. Series E, 6.45%

15,000

391,500

Annaly Capital Management, Inc.:

Series C, 7.625%

27,600

680,340

Series D, 7.50%

5,942

145,520

Boston Properties, Inc. 5.25%

17,500

432,950

CBL & Associates Properties, Inc.:

Series D, 7.375%

7,720

195,702

Series E, 6.625%

25,000

624,750

Cedar Shopping Centers, Inc. Series B, 7.25%

10,000

251,800

Corporate Office Properties Trust Series L, 7.375%

12,221

317,868

CYS Investments, Inc. Series B, 7.50%

21,700

479,787

DDR Corp. Series K, 6.25%

17,823

445,575

Digital Realty Trust, Inc. Series E, 7.00%

10,000

258,000

Equity Lifestyle Properties, Inc. Series C, 6.75%

22,449

577,164

Essex Property Trust, Inc. Series H, 7.125%

9,354

241,801

First Potomac Realty Trust 7.75%

15,000

381,000

Hersha Hospitality Trust Series B, 8.00%

13,844

353,160

Hospitality Properties Trust Series D, 7.125%

10,000

263,000

LaSalle Hotel Properties Series H, 7.50%

10,000

258,400

MFA Financial, Inc. Series B, 7.50%

22,500

552,600

PS Business Parks, Inc.:

Series R, 6.875%

10,000

253,800

Series S, 6.45%

21,000

547,050

Public Storage:

Series P, 6.50%

12,000

305,880

Series R, 6.35%

10,500

272,580

Series S, 5.90%

20,000

508,800

Realty Income Corp. Series F, 6.625%

12,000

318,960

Regency Centers Corp. Series 6, 6.625%

5,510

143,536

Retail Properties America, Inc. 7.00%

24,109

614,780

Sabra Health Care REIT, Inc. Series A, 7.125%

18,495

464,964

Stag Industrial, Inc. Series A, 9.00%

20,000

551,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Sun Communities, Inc. Series A, 7.125%

34,260

$ 880,482

Taubman Centers, Inc. Series J, 6.50%

11,338

288,325

 

12,001,274

TOTAL PREFERRED STOCKS

(Cost $12,416,231)


12,705,468

Bank Loan Obligations - 5.3%

 

Principal Amount (e)

 

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (n)

$ 1,490,472

1,453,583

North American Lifting Holdings, Inc.:

Tranche 1LN, term loan 5.5% 11/27/20 (n)

4,635,496

4,380,544

Tranche 2LN, term loan 10% 11/27/21 (n)

1,594,000

1,442,570

Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (n)

1,041,398

1,034,025

 

8,310,722

Automobiles - 0.0%

Chrysler Group LLC term loan 3.25% 12/31/18 (n)

1,287,594

1,281,968

Distributors - 0.0%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (n)

1,284,463

1,277,399

Diversified Consumer Services - 0.2%

Bright Horizons Family Solutions Tranche B 2LN, term loan 4.2506% 1/30/20 (n)

1,497,475

1,497,475

Bright Horizons Family Solutions, Inc. Tranche B, term loan 3.7501% 1/30/20 (n)

1,087,423

1,085,477

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (n)

5,283,450

5,205,836

Creative Artists Agency LLC Tranche B, term loan 5.5% 12/17/21 (n)

3,932,240

3,956,817

KC Mergersub, Inc.:

Tranche 1LN, term loan 6% 8/13/22 (n)

2,500,000

2,450,000

Tranche L 2LN, term loan 10.25% 8/13/23 (n)

1,000,000

980,000

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (n)

15,849,926

14,552,292

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (n)

$ 5,965,779

$ 5,921,035

The ServiceMaster Co. Tranche B, term loan 4.25% 7/1/21 (n)

2,834,462

2,818,277

Wash Multifamily Acquisition, Inc.:

Tranche B 1LN, term loan 4.25% 5/14/22 (n)

915,000

905,850

Tranche B 2LN, term loan 8% 5/14/23 (n)

360,000

360,000

William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5.25% 5/6/21 (n)

745,236

741,510

 

40,474,569

Hotels, Restaurants & Leisure - 0.7%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (n)

3,524,276

3,387,710

American Casino & Entertainment Properties LLC Tranche B, term loan 5% 7/7/22 (n)

1,500,000

1,503,750

Aristocrat International (Pty) Ltd. Tranche B, term loan 4.75% 10/20/21 (n)

5,515,708

5,532,255

Belmond Interfin Ltd. Tranche B, term loan 4% 3/21/21 (n)

2,273,489

2,258,324

Burger King Worldwide, Inc. Tranche B, term loan 3.75% 12/12/21 (n)

2,856,793

2,852,508

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (n)

7,028,323

6,697,008

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (n)

17,116,415

14,834,284

CCM Merger, Inc. Tranche B, term loan 4.5% 8/8/21 (n)

2,451,144

2,448,840

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (n)

1,573,000

1,569,068

ClubCorp Club Operations, Inc. Tranche B, term loan 4.25% 7/24/20 (n)

3,764,000

3,757,714

Eldorado Resorts, Inc. Tranche B, term loan 4.25% 7/23/22 (n)

2,305,000

2,305,000

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (n)

903,000

915,037

Tranche B 1LN, term loan 5% 2/1/20 (n)

4,617,678

4,614,815

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (n)

1,285,062

1,293,903

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (n)

3,037,000

3,037,000

Tranche B 1LN, term loan 3.5% 6/27/20 (n)

5,140,410

5,099,698

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (n)

$ 5,193,455

$ 5,196,726

5.5% 11/21/19 (n)

2,225,348

2,226,750

Graton Economic Development Authority Tranche B, term loan 4.75% 8/5/22 (n)

5,100,000

5,100,000

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (n)

6,905,978

6,890,854

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 3.75% 4/14/21 (n)

5,574,271

5,557,994

Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (n)

3,682,168

3,685,445

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (n)

566,375

563,050

LTF Merger Sub, Inc. Tranche B, term loan 4.25% 6/10/22 (n)

3,020,000

2,994,511

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (n)

1,923,138

1,905,349

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (n)

5,332,010

5,278,690

NCL Corp. Ltd. Tranche B, term loan 4% 11/19/21 (n)

347,200

347,054

Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (n)

2,572,141

2,568,926

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (n)

2,397,797

2,382,811

Red Lobster Hospitality LLC Tranche B, term loan 6.25% 7/28/21 (n)

3,398,622

3,415,615

Scientific Games Corp.:

Tranche B 2LN, term loan 6% 10/1/21 (n)

14,058,355

13,886,984

Tranche B, term loan 6% 10/18/20 (n)

511,404

505,364

SMG Tranche B 1LN, term loan 4.5% 2/27/20 (n)

1,621,768

1,611,632

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (n)

3,044,898

3,037,286

TGI Friday's, Inc. Tranche B 1LN, term loan 5.25% 7/15/20 (n)

1,975,000

1,975,000

Town Sports International LLC Tranche B, term loan 4.5% 11/15/20 (n)

2,131,182

1,502,483

Tropicana Entertainment, Inc. Tranche B, term loan 4% 11/27/20 (n)

1,512,304

1,502,217

Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (n)

501,980

490,268

 

134,731,923

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.0%

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (n)

$ 2,119,133

$ 2,099,277

Leisure Products - 0.0%

SRAM LLC. Tranche B, term loan 4.0205% 4/10/20 (n)

2,920,929

2,818,697

Media - 0.5%

Acosta, Inc. Tranche B, term loan 4.25% 9/26/21 (n)

2,992,500

2,956,979

CDS U.S. Intermediate Holdings, Inc.:

Tranche B 1LN, term loan 5% 7/8/22 (n)

1,255,000

1,253,431

Tranche B 2LN, term loan 9.25% 7/8/23 (n)

465,000

459,769

Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (n)

4,211,365

4,201,511

Charter Communications Operating LLC:

Tranche E, term loan 3% 7/1/20 (n)

1,493,381

1,479,253

Tranche F, term loan 3% 1/3/21 (n)

6,767,749

6,698,380

Tranche H, term loan 3.25% 8/24/21 (n)

1,000,000

996,940

Tranche I, term loan 3.5% 1/24/23 (n)

6,335,000

6,320,746

Clear Channel Communications, Inc. Tranche D, term loan 6.948% 1/30/19 (n)

14,695,000

12,949,969

CSC Holdings LLC Tranche B, term loan 2.698% 4/17/20 (n)

1,305,622

1,286,861

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (n)

6,471,811

4,081,836

Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4% 5/29/21 (n)

3,000,000

2,962,500

ION Media Networks, Inc. Tranche B, term loan 4.75% 12/18/20 (n)

1,497,475

1,493,731

Karman Buyer Corp.:

Tranche 1LN, term loan 4.25% 7/25/21 (n)

3,681,201

3,636,585

Tranche 2LN, term loan 7.5% 7/25/22 (n)

1,880,000

1,822,660

Liberty Cablevision of Puerto Rico Tranche 1LN, term loan 4.5% 1/7/22 (n)

1,620,000

1,572,745

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 4.75% 3/22/19 (n)

1,952,153

1,952,641

McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (n)

1,853,591

1,848,957

Numericable LLC:

Tranche B 1LN, term loan 4% 7/20/22 (n)

1,000,000

995,140

Tranche B 1LN, term loan 4.5% 5/8/20 (n)

5,809,355

5,803,139

Tranche B 2LN, term loan 4.5% 5/8/20 (n)

5,025,944

5,020,566

Proquest LLC Tranche B, term loan 5.25% 10/24/21 (n)

2,995,927

2,994,069

Regal Cinemas Corp. Tranche B, term loan 3.75% 4/1/22 (n)

1,000,000

998,750

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Springer Science+Business Media Deutschland GmbH Tranche B 9LN, term loan 4.75% 8/14/20 (n)

$ 10,885,086

$ 10,789,841

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (n)

2,577,423

2,557,293

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (n)

1,355,000

1,334,431

Virgin Media Investment Holdings Ltd. Tranche B, term loan 3.5% 6/30/23 (n)

1,013,348

1,001,046

WideOpenWest Finance LLC Tranche B, term loan 4.5% 4/1/19 (n)

997,500

993,600

WMG Acquisition Corp. term loan 3.75% 7/1/20 (n)

1,480,466

1,449,628

Ziggo B.V.:

Tranche B 1LN, term loan 3.5% 1/15/22 (n)

1,391,000

1,371,150

Tranche B 2LN, term loan 3.5% 1/15/22 (n)

897,000

884,200

Tranche B 3LN, term loan 3.5% 1/15/22 (n)

1,475,000

1,453,952

 

95,622,299

Multiline Retail - 0.2%

Dollar Tree, Inc. Tranche B 1LN, term loan 3.5% 3/9/22 (n)

4,000,000

4,000,000

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (n)

3,292,869

3,278,875

6% 5/22/18 (n)

15,590,789

15,546,979

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (n)

6,132,790

6,046,931

 

28,872,785

Specialty Retail - 0.2%

Academy Ltd. Tranche B, term loan 5% 7/2/22 (n)

4,500,000

4,477,500

Davids Bridal, Inc. Tranche B, term loan 5.25% 10/11/19 (n)

1,882,000

1,793,791

General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (n)

1,646,368

1,628,884

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (n)

7,355,193

5,694,170

Party City Holdings, Inc. Tranche B, term loan 8/19/22 (s)

3,655,000

3,648,165

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (n)

1,344,958

1,341,596

PetSmart, Inc. Tranche B, term loan 4.25% 3/11/22 (n)

11,214,893

11,191,566

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (n)

$ 3,137,000

$ 2,670,371

Staples, Inc. Tranche B, term loan 4/24/21 (s)

3,000,000

2,985,000

 

35,431,043

Textiles, Apparel & Luxury Goods - 0.0%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 5% 2/1/20 (n)

1,474,714

1,405,889

Hercules Achievement, Inc. Tranche B, term loan 5% 12/11/21 (n)

2,445,180

2,448,236

Polymer Group, Inc. Tranche B, term loan 5.25% 12/19/19 (n)

4,026,009

4,026,009

 

7,880,134

TOTAL CONSUMER DISCRETIONARY

358,800,816

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Blue Ribbon LLC:

Tranche 2LN, term loan 9.25% 11/13/22 (n)

1,332,000

1,308,690

Tranche B 1LN, term loan 5.75% 11/13/21 (n)

6,357,861

6,353,919

 

7,662,609

Food & Staples Retailing - 0.3%

Albertson's LLC:

Tranche B 2LN, term loan 5.375% 3/21/19 (n)

3,736,436

3,732,625

Tranche B 3LN, term loan 5% 8/25/19 (n)

1,693,236

1,692,186

Tranche B 4LN, term loan 5.5% 8/25/21 (n)

15,960,260

15,956,270

BJ's Wholesale Club, Inc.:

Tranche 2LN, term loan 8.5% 3/31/20 (n)

653,000

646,470

Tranche B 1LN, term loan 4.5% 9/26/19 (n)

5,968,867

5,941,828

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (n)

1,478,476

1,452,603

GOBP Holdings, Inc.:

Tranche 2LN, term loan 9.25% 10/21/22 (n)

1,129,000

1,120,533

Tranche B 1LN, term loan 4.75% 10/21/21 (n)

3,428,800

3,412,719

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (n)

6,695,838

6,695,838

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (n)

2,913,000

2,854,740

Tranche B 1LN, term loan 4.5% 6/30/21 (n)

3,400,867

3,362,607

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Smart & Final, Inc. Tranche B, term loan 4% 11/15/19 (n)

$ 2,378,000

$ 2,367,608

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (n)

1,118,958

1,121,577

 

50,357,604

Food Products - 0.1%

AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (n)

1,481,000

1,486,554

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (n)

2,119,101

2,111,154

Hostess Brands LLC:

Tranche B 1LN, term loan 4.5% 8/3/22 (n)

1,070,000

1,069,668

Tranche B 2LN, term loan 8.5% 8/3/23 (n)

125,000

125,156

JBS U.S.A. LLC Tranche B, term loan 8/18/22 (s)

3,540,000

3,524,530

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (n)

480,696

479,696

 

8,796,758

Household Products - 0.0%

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (n)

2,429,444

2,335,303

Personal Products - 0.0%

Prestige Brands, Inc. Tranche B 3LN, term loan 3.5088% 9/3/21 (n)

289,703

289,040

Revlon Consumer Products Corp. term loan 4% 8/19/19 (n)

2,652,718

2,641,125

 

2,930,165

TOTAL CONSUMER STAPLES

72,082,439

ENERGY - 0.4%

Energy Equipment & Services - 0.1%

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (n)

8,938,420

6,435,663

Drillships Ocean Ventures, Inc. Tranche B, term loan 5.5% 7/25/21 (n)

4,106,261

3,161,821

Expro Finservices S.a.r.l. Tranche B, term loan 5.75% 9/2/21 (n)

6,113,277

5,058,737

Floatel International Ltd. Tranche B, term loan 6% 6/27/20 (n)

2,328,212

1,639,061

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Energy Equipment & Services - continued

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (n)

$ 2,112,223

$ 1,522,554

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (n)

1,114,343

759,425

Sheridan Production Partners I Tranche A, term loan 4.25% 12/16/20 (n)

417,737

325,835

 

18,903,096

Oil, Gas & Consumable Fuels - 0.3%

Alfred Fueling Systems, Inc. Tranche B 1LN, term loan 4.75% 6/20/21 (n)

978,701

972,281

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (n)

1,468,469

1,468,469

Chelsea Petroleum Products I LLC Tranche B, term loan 7/22/22 (s)

2,385,000

2,346,244

Chief Exploration & Development, LLC. Tranche 2LN, term loan 7.5% 5/16/21 (n)

4,612,000

3,973,238

Citgo Holding, Inc. Tranche B, term loan 9.5% 5/12/18 (n)

2,453,505

2,458,608

Citgo Petroleum Corp. Tranche B, term loan 4.5% 7/29/21 (n)

533,313

531,479

Crestwood Holdings Partners LLC Tranche B, term loan 7% 6/19/19 (n)

5,952,913

5,446,916

Energy Transfer Equity LP Tranche C, term loan 4% 12/2/19 (n)

1,937,824

1,908,155

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (n)

4,629,000

1,747,448

Tranche B 1LN, term loan 3.875% 9/30/18 (n)

1,833,674

1,603,328

Foresight Energy LLC Tranche B, term loan 5.5% 8/23/20 (n)

1,105,000

1,051,595

Houston Fuel Oil Terminal Co. Tranche B, term loan 4.25% 8/19/21 (n)

5,856,496

5,622,236

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (n)

9,096,000

8,777,640

Overseas Shipholding Group, Inc. Tranche B, term loan 5.25% 8/5/19 (n)

521,367

517,889

Panda Sherman Power, LLC term loan 9% 9/14/18 (n)

3,767,028

3,578,677

Panda Temple Power, LLC term loan 7.25% 4/3/19 (n)

1,020,000

951,150

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (n)

6,895,944

5,062,795

Penn Products Terminals LLC Tranche B, term loan 4.75% 4/13/22 (n)

1,291,763

1,278,845

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sheridan Investment Partners I term loan 4.25% 12/16/20 (n)

$ 3,004,343

$ 2,343,388

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 4.25% 10/1/19 (n)

3,477,061

2,746,878

Tranche B, term loan 4.25% 10/1/18 (n)

727,481

571,072

Sheridan Production Partners I Tranche M, term loan 4.25% 12/16/20 (n)

155,414

121,223

Southcross Energy Partners LP Tranche B, term loan 5.25% 8/4/21 (n)

1,717,327

1,640,047

Targa Resources Corp. term loan 5.75% 2/27/22 (n)

1,470,512

1,468,673

TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (n)

1,804,221

1,805,718

Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (n)

837,747

832,512

 

60,826,504

TOTAL ENERGY

79,729,600

FINANCIALS - 0.2%

Capital Markets - 0.0%

HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (n)

931,384

925,563

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 11/15/22 (n)

2,505,000

2,436,113

Tranche B 1LN, term loan 4.75% 11/15/21 (n)

1,989,015

1,924,372

 

5,286,048

Consumer Finance - 0.0%

Flying Fortress Holdings, Inc. Tranche B, term loan 3.5% 4/30/20 (n)

2,000,000

1,998,760

Diversified Financial Services - 0.1%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (n)

1,618,000

1,615,169

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (n)

634,249

604,122

TransUnion LLC Tranche B 2LN, term loan 3.75% 4/9/21 (n)

8,004,735

7,937,175

 

10,156,466

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Insurance - 0.0%

Alliant Holdings Intermediate LLC Tranche B, term loan 4.5% 8/14/22 (n)

$ 2,500,000

$ 2,489,075

HUB International Ltd. Tranche B 1LN, term loan 4% 10/2/20 (n)

690,000

681,665

 

3,170,740

Real Estate Management & Development - 0.1%

CityCenter 8.74% 7/12/16 (n)

331,828

331,828

DTZ U.S. Borrower LLC:

Tranche 2LN, term loan 9.25% 11/4/22 (n)

1,882,000

1,886,705

Tranche B 1LN, term loan 11/4/21 (s)

500,000

494,585

Tranche B 1LN, term loan 5.5% 11/4/21 (n)

3,745,180

3,704,620

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (n)

16,957

16,788

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (n)

8,718,645

8,685,950

 

15,120,476

Thrifts & Mortgage Finance - 0.0%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (n)

3,523,844

3,499,318

TOTAL FINANCIALS

39,231,808

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Alere, Inc. Tranche B, term loan 4.25% 6/18/22 (n)

1,490,000

1,488,972

DJO Finance LLC Tranche B 1LN, term loan 4.25% 6/7/20 (n)

1,150,000

1,143,100

Hill-Rom Holdings, Inc. Tranche B, term loan 7/30/22 (s)

1,500,000

1,500,315

 

4,132,387

Health Care Providers & Services - 0.2%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (n)

2,426,568

2,423,851

Community Health Systems, Inc.:

Tranche F, term loan 3.5749% 12/31/18 (n)

997,500

996,253

Tranche G, term loan 3.75% 12/31/19 (n)

1,980,760

1,977,056

Tranche H, term loan 4% 1/27/21 (n)

7,019,240

7,032,015

Concentra, Inc. Tranche B 1LN, term loan 4% 6/1/22 (n)

1,000,000

996,670

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (n)

1,882,000

1,898,468

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Dialysis Newco, Inc.: - continued

Tranche B 1LN, term loan 4.5% 4/23/21 (n)

$ 4,105,266

$ 4,088,147

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (n)

1,887,166

1,884,335

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (n)

2,152,000

2,184,280

HCA Holdings, Inc.:

Tranche B 4LN, term loan 3.0318% 5/1/18 (n)

2,620,663

2,615,107

Tranche B 5LN, term loan 2.948% 3/31/17 (n)

4,331,954

4,321,688

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (n)

5,550,018

5,272,517

Jaguar Holding Co. II / Pharmaceutical Product Development LLC Tranche B, term loan 4.25% 8/18/22 (n)

5,635,000

5,596,964

Kindred Healthcare, Inc. Tranche B, term loan 4.25% 4/9/21 (n)

2,567,035

2,562,235

MPH Acquisition Holdings LLC Tranche B, term loan 3.75% 3/31/21 (n)

455,448

449,400

Quintiles Transnational Corp. Tranche B, term loan 3.25% 5/12/22 (n)

590,000

588,525

Surgery Center Holdings, Inc. Tranche B 1LN, term loan 5.25% 11/3/20 (n)

227,855

227,570

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 1/3/20 (n)

540,000

540,675

Tranche B 2LN, term loan 4.25% 7/3/19 (n)

1,638,661

1,633,204

 

47,288,960

Life Sciences Tools & Services - 0.0%

Patheon, Inc. Tranche B, term loan 4.25% 3/11/21 (n)

7,100,141

7,012,525

Pharmaceuticals - 0.2%

Alvogen Pharma U.S., Inc. Tranche B 1LN, term loan 6% 4/2/22 (n)

1,451,625

1,444,367

Concordia Healthcare Corp. Tranche B, term loan 4.75% 4/21/22 (n)

730,000

730,460

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (n)

1,780,800

1,780,355

Endo Pharmaceuticals, Inc. Tranche B, term loan 6/24/22 (s)

3,000,000

2,999,460

Genoa, a QoL Healthcare Co. LLC:

Tranche 1LN, term loan 4.5% 4/30/22 (n)

1,510,000

1,507,176

Tranche 2LN, term loan 8.75% 4/30/23 (n)

1,000,000

1,000,000

Grifols, S.A. Tranche B, term loan 3.198% 2/27/21 (n)

1,486,474

1,483,263

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Horizon Pharmaceuticals, Inc. Tranche B, term loan 4.5% 5/7/21 (n)

$ 1,065,000

$ 1,063,669

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (n)

2,625,000

2,615,156

Tranche B 1LN, term loan 4.25% 1/28/21 (n)

8,199,843

8,111,038

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (n)

3,811,711

3,807,899

Valeant Pharmaceuticals International, Inc.:

Tranche BD 2LN, term loan 3.5% 2/13/19 (n)

1,882,000

1,875,131

Tranche E, term loan 3.75% 8/5/20 (n)

1,882,000

1,875,526

 

30,293,500

TOTAL HEALTH CARE

88,727,372

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.1%

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (n)

509,394

506,633

Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (n)

271,338

269,302

Gemini HDPE LLC Tranche B, term loan 4.75% 8/7/21 (n)

2,017,819

2,014,449

TransDigm, Inc.:

Tranche C, term loan 3.75% 2/28/20 (n)

3,666,862

3,626,930

Tranche D, term loan 3.75% 6/4/21 (n)

6,073,277

6,004,953

 

12,422,267

Airlines - 0.0%

American Airlines, Inc. Tranche B, term loan 3.5% 10/10/21 (n)

1,985,000

1,968,465

U.S. Airways, Inc. Tranche B 1LN, term loan 3.5% 5/23/19 (n)

1,567,010

1,557,216

 

3,525,681

Building Products - 0.1%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (n)

7,013,682

6,851,526

Tranche 2LN, term loan 7.75% 4/1/22 (n)

1,260,000

1,232,444

Jeld-Wen, Inc. Tranche B, term loan 5% 7/1/22 (n)

1,000,000

996,880

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Building Products - continued

LBM Borrower LLC Tranche B 1LN, term loan 7.5% 8/20/22 (n)

$ 6,615,000

$ 6,482,700

Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (n)

872,582

862,547

 

16,426,097

Commercial Services & Supplies - 0.1%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (n)

3,598,919

3,562,930

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (n)

1,493,438

1,486,509

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (n)

4,886,176

4,389,399

Garda World Security Corp.:

term loan 4.0032% 11/8/20 (n)

3,213,302

3,159,737

Tranche DD, term loan 4.0032% 11/8/20 (n)

750,389

737,880

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (n)

7,261,424

6,989,120

Merrill Communications LLC Tranche B, term loan 6.25% 6/1/22 (n)

2,145,000

2,131,594

Metal Services LLC Tranche B, term loan 6% 6/30/17 (n)

1,111,359

1,101,167

Redtop Acquisitions Ltd. Tranche 2LN, term loan 8.25% 6/3/21 (n)

612,889

607,784

The Brickman Group, Ltd.:

Tranche 2LN, term loan 7.5% 12/18/21 (n)

560,000

546,700

Tranche B 1LN, term loan 4% 12/18/20 (n)

4,421,612

4,349,053

WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (n)

555,182

551,018

 

29,612,891

Construction & Engineering - 0.1%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (n)

9,257,383

9,309,502

Ls Deco LLC Tranche B, term loan 5.5% 5/21/22 (n)

3,250,000

3,266,250

 

12,575,752

Electrical Equipment - 0.0%

Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (n)

1,374,691

1,361,810

Machinery - 0.1%

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (n)

825,432

827,495

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INDUSTRIALS - continued

Machinery - continued

Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (n)

$ 1,287,713

$ 1,260,349

Mueller Water Products, Inc. Tranche B, term loan 4% 11/25/21 (n)

1,520,360

1,520,360

Onex Wizard U.S. Acquisition, Inc. Tranche B, term loan 4.25% 3/13/22 (n)

2,973,548

2,969,206

Rexnord LLC Tranche B, term loan 4% 8/21/20 (n)

3,449,756

3,413,534

The Gates Corp. Tranche B 1LN, term loan 4.25% 7/3/21 (n)

1,120,356

1,071,340

 

11,062,284

Marine - 0.0%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/22/19 (n)

2,205,718

2,197,446

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (n)

1,097,415

764,536

Navios Partners Finance (U.S.), Inc. Tranche B, term loan 5.25% 6/27/18 (n)

2,036,582

2,031,491

 

4,993,473

Professional Services - 0.0%

AlixPartners LLP Tranche B, term loan 4.5% 7/28/22 (n)

2,125,000

2,122,875

On Assignment, Inc. Tranche B, term loan 3.75% 6/5/22 (n)

1,200,873

1,197,871

Research Now Group, Inc.:

Tranche 2LN, term loan 9.75% 3/18/22 (n)

285,000

283,575

Tranche B 1LN, term loan 5.5% 3/18/21 (n)

872,813

864,084

Science Applications International Corp. Tranche B, term loan 3.75% 5/4/22 (n)

1,995,000

1,994,003

 

6,462,408

Road & Rail - 0.0%

Hertz Corp. Tranche B 2LN, term loan 3% 3/11/18 (n)

1,123,254

1,112,022

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (n)

2,223,712

2,139,211

 

3,251,233

Trading Companies & Distributors - 0.0%

Fly Funding II Sarl Tranche B, term loan 3.5% 8/9/19 (n)

2,343,787

2,330,615

TOTAL INDUSTRIALS

104,024,511

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - 0.5%

Communications Equipment - 0.0%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (n)

$ 1,752,721

$ 1,742,871

Mitel U.S. Holdings, Inc. Tranche B, term loan 5% 4/29/22 (n)

1,785,000

1,772,166

 

3,515,037

Electronic Equipment & Components - 0.1%

Carros U.S., LLC Tranche B, term loan 4.5% 9/30/21 (n)

660,672

659,020

CPI Acquisition, Inc. Tranche B, term loan 8/14/22 (s)

1,500,000

1,475,625

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (n)

4,955,498

4,808,617

Lux FinCo U.S. SPV:

Tranche 2LN, term loan 7/31/23 (s)

670,000

665,813

Tranche B 1LN, term loan 7/31/22 (s)

1,345,000

1,338,275

TTM Technologies, Inc. Tranche B 1LN, term loan 6% 5/31/21 (n)

4,330,000

4,091,850

 

13,039,200

Internet Software & Services - 0.0%

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (n)

4,084,908

4,064,484

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (n)

946,343

939,245

TELX, Inc. Tranche B 1LN, term loan 4.5% 4/9/20 (n)

748,221

744,951

 

5,748,680

IT Services - 0.1%

Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 4.5% 9/15/20 (n)

1,482,550

1,426,584

Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (n)

1,867,451

1,851,409

First Data Corp. term loan 3.7004% 3/24/17 (n)

7,113,000

7,089,883

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8.25% 6/17/22 (n)

515,000

489,250

Tranche B 1LN, term loan 5% 6/17/21 (n)

1,164,121

1,158,300

WP Mustang Holdings, LLC.:

Tranche 2LN, term loan 8.5% 5/29/22 (n)

752,000

729,440

Tranche B 1LN, term loan 5.5% 5/29/21 (n)

880,553

874,503

 

13,619,369

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.0%

Avago Technologies, Inc. Tranche B, term loan 3.75% 5/6/21 (n)

$ 1,594,269

$ 1,592,276

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (n)

2,673,001

2,668,831

NXP BV Tranche D, term loan 3.25% 1/11/20 (n)

1,867,496

1,856,609

 

6,117,716

Software - 0.2%

Applied Systems, Inc.:

Tranche B 1LN, term loan 4.25% 1/23/21 (n)

455,667

454,300

Tranche B 2LN, term loan 7.5% 1/23/22 (n)

116,000

115,246

Blue Coat Systems, Inc. Tranche B, term loan 4.5% 5/22/22 (n)

2,135,000

2,118,988

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (n)

671,591

613,948

5% 9/10/20 (n)

10,689,020

9,811,024

Epicor Software Corp. Tranche B, term loan 4.75% 6/1/22 (n)

3,000,000

2,988,210

Hyland Software, Inc. Tranche B 1LN, term loan 4.75% 7/1/22 (n)

180,000

179,494

Informatica Corp. Tranche B, term loan 4.5% 8/6/22 (n)

985,000

978,026

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/30/20 (n)

12,974,594

13,179,982

Tranche B 1LN, term loan 4.5% 10/30/19 (n)

3,680,000

3,678,859

Renaissance Learning, Inc.:

Tranche 1LN, term loan 4.5% 4/9/21 (n)

3,726,134

3,629,887

Tranche 2LN, term loan 8% 4/9/22 (n)

1,693,000

1,640,805

SS&C Technologies, Inc.:

Tranche B 1LN, term loan 4% 7/8/22 (n)

3,210,762

3,213,042

Tranche B 2LN, term loan 4% 7/8/22 (n)

520,179

520,549

Transfirst, Inc.:

Tranche 2LN, term loan 9% 11/12/22 (n)

931,000

924,790

Tranche B 1LN, term loan 4.75% 11/12/21 (n)

923,934

922,086

 

44,969,236

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.1%

Dell International LLC Tranche B 2LN, term loan 4% 4/29/20 (n)

$ 14,733,075

$ 14,645,119

Oberthur Technologies Tranche B 2LN, term loan 4.5% 10/18/19 (n)

2,568,960

2,552,904

 

17,198,023

TOTAL INFORMATION TECHNOLOGY

104,207,261

MATERIALS - 0.5%

Chemicals - 0.2%

A. Schulman, Inc. Tranche B, term loan 4% 6/1/22 (n)

1,770,563

1,761,710

AgroFresh, Inc. Tranche B, term loan 5.75% 7/31/21 (n)

2,500,000

2,496,875

American Rock Salt Co. LLC Tranche B 1LN, term loan 4.75% 5/20/21 (n)

1,117,357

1,106,183

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 7.5% 6/12/22 (n)

781,000

772,800

Tranche B 1LN, term loan 4.5% 6/12/21 (n)

625,180

623,505

Aruba Investments, Inc. Tranche B, term loan 4.5% 2/2/22 (n)

992,015

987,055

Chromaflo Technologies Corp.:

Tranche 2LN, term loan 8.25% 6/2/20 (n)

751,971

706,853

Tranche B 1LN, term loan 4.5% 12/2/19 (n)

1,482,473

1,437,999

Eco Services Operations LLC Tranche B, term loan 4.75% 12/1/21 (n)

2,210,890

2,199,836

Hilex Poly Co. LLC:

Tranche 2LN, term loan 9.75% 6/5/22 (n)

1,129,000

1,126,178

Tranche B 1LN, term loan 6% 12/5/21 (n)

4,108,355

4,094,222

MacDermid, Inc. Tranche B 2LN, term loan 4.75% 6/7/20 (n)

1,113,206

1,112,860

Royal Holdings, Inc.:

Tranche B 1LN, term loan 4.5% 6/19/22 (n)

2,135,000

2,125,222

Tranche B 2LN, term loan 8.5% 6/19/23 (n)

500,000

498,125

Styrolution U.S. Holding LLC Tranche B, term loan 6.5% 11/7/19 (n)

4,104,375

4,124,897

The Chemours Co. LLC Tranche B, term loan 3.75% 5/12/22 (n)

2,410,000

2,322,638

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. Tranche B 1LN, term loan 4.25% 11/5/21 (n)

1,620,000

1,615,140

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Chemicals - continued

U.S. Coatings Acquisition, Inc. Tranche B, term loan 3.75% 2/1/20 (n)

$ 512,923

$ 510,553

Univar, Inc. Tranche B, term loan 4% 7/1/22 (n)

1,235,000

1,225,738

 

30,848,389

Containers & Packaging - 0.2%

Anchor Glass Container Corp. Tranche B, term loan 4.5% 7/1/22 (n)

2,408,602

2,409,349

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (n)

4,754,924

4,731,150

Berlin Packaging, LLC:

Tranche 2LN, term loan 7.75% 10/1/22 (n)

1,129,000

1,115,825

Tranche B 1LN, term loan 4.5% 10/1/21 (n)

5,609,739

5,606,261

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (n)

3,552,000

3,520,920

BWAY Holding Co. Tranche B, term loan 5.5% 8/14/20 (n)

2,175,494

2,175,494

Caraustar Industries, Inc. Tranche B, term loan 8% 5/1/19 (n)

730,000

727,810

Charter NEX U.S. Holdings, Inc. Tranche 2LN, term loan 9.25% 2/5/23 (n)

752,000

753,880

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (n)

3,519,049

3,328,422

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.5% 12/1/18 (n)

9,135,595

9,127,647

Signode Packaging Systems, Inc. Tranche B, term loan 3.75% 5/1/21 (n)

2,708,667

2,674,808

Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (n)

732,664

725,338

 

36,896,904

Metals & Mining - 0.1%

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 12/19/19 (n)

2,614,761

1,838,177

Tranche B 2LN, term loan 8.75% 12/19/20 (n)

1,296,000

874,800

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (n)

1,615,000

1,604,503

Essar Steel Algoma, Inc. Tranche B, term loan 7.5% 8/16/19 (n)

3,596,880

3,106,805

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (n)

15,116,357

12,185,447

JMC Steel Group, Inc. term loan 4.75% 4/1/17 (n)

1,700,010

1,685,135

MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (n)

531,924

518,961

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

MATERIALS - continued

Metals & Mining - continued

Murray Energy Corp.:

Tranche B 1LN, term loan 7% 4/16/17 (n)

$ 780,000

$ 709,153

Tranche B 2LN, term loan 7.5% 4/16/20 (n)

6,355,000

4,758,306

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (n)

752,000

682,440

Walter Energy, Inc. Tranche B, term loan 5.8% 4/1/18 (n)

4,707,000

1,908,877

 

29,872,604

TOTAL MATERIALS

97,617,897

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.2%

Altice Financing SA:

Tranche B 2LN, term loan 5.25% 1/30/22 (n)

2,634,000

2,647,170

Tranche B, term loan 5.5% 6/24/19 (n)

12,993,045

13,041,769

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (n)

6,807,181

6,821,340

Integra Telecom Holdings, Inc. Tranche B 1LN, term loan 5.25% 8/14/20 (n)

2,992,500

2,983,523

Level 3 Financing, Inc.:

Tranche B 2LN, term loan 3.5% 5/31/22 (n)

3,764,000

3,726,360

Tranche B 3LN, term loan 4% 8/1/19 (n)

2,742,000

2,737,887

Tranche B 4LN, term loan 4% 1/15/20 (n)

3,011,000

3,008,170

LTS Buyer LLC:

Tranche 2LN, term loan 8% 4/12/21 (n)

163,000

162,865

Tranche B 1LN, term loan 4% 4/11/20 (n)

8,914,096

8,858,383

Securus Technologies Holdings, Inc.:

Tranche 2LN, term loan 9% 4/30/21 (n)

3,724,000

3,337,635

Tranche B 1LN, term loan 4.75% 4/30/20 (n)

2,824,628

2,717,829

Securus Technologies, Inc. Tranche B2 1LN, term loan 5.25% 4/30/20 (n)

1,000,000

971,250

 

51,014,181

Wireless Telecommunication Services - 0.1%

Crown Castle Operating Co. Tranche B 2LN, term loan 3% 1/31/21 (n)

1,501,379

1,494,893

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.8125% 3/31/17 (n)

1,382,317

1,299,378

Tranche D-2, term loan 3.7818% 3/31/19 (n)

5,012,683

4,724,454

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (n)

$ 4,150,000

$ 4,072,188

Syniverse Holdings, Inc. Tranche B, term loan 4% 4/23/19 (n)

1,882,000

1,731,440

 

13,322,353

TOTAL TELECOMMUNICATION SERVICES

64,336,534

UTILITIES - 0.3%

Electric Utilities - 0.2%

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

6.375% 8/13/18 (n)

161,490

161,652

6.375% 8/13/19 (n)

2,444,528

2,446,972

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (n)

3,011,587

2,940,815

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (n)

3,589,368

3,409,900

Tranche C, term loan 5.25% 3/14/21 (n)

263,000

249,850

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (n)

6,215,916

6,200,376

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (n)

5,064,411

4,853,377

Green Energy Partners/Stonewall LLC Tranche B 1LN, term loan 6.5% 11/13/21 (n)

3,042,000

3,042,000

InterGen NV Tranche B, term loan 5.5% 6/13/20 (n)

4,396,131

4,132,363

Longview Power LLC Tranche B, term loan 7% 4/13/21 (n)

2,000,000

2,002,500

Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (n)

554,215

556,293

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (n)

2,006,000

2,000,985

TXU Energy LLC Tranche B, term loan 4.6741% 10/10/17 (d)(n)

1,088,000

490,840

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (n)

589,990

583,352

 

33,071,275

Gas Utilities - 0.0%

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (n)

4,052,000

3,835,907

Bank Loan Obligations - continued

 

Principal Amount (e)

Value

UTILITIES - continued

Gas Utilities - continued

Southcross Holdings Borrower LP Tranche B, term loan 6% 8/4/21 (n)

$ 2,642,653

$ 2,191,209

Veresen Midstream LP Tranche B, term loan 5.25% 3/31/22 (n)

1,815,450

1,812,418

 

7,839,534

Independent Power and Renewable Electricity Producers - 0.1%

Calpine Corp.:

Tranche B 3LN, term loan 4% 10/9/19 (n)

2,516,064

2,511,132

Tranche B 4LN, term loan 4% 10/31/20 (n)

3,727,081

3,714,856

Tranche B 5LN, term loan 3.5% 5/28/22 (n)

1,500,000

1,478,910

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (n)

2,653,000

2,653,000

ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (n)

466,891

471,560

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (n)

2,799,716

2,624,734

Terra-Gen Finance Co. LLC Tranche B, term loan 5.25% 12/9/21 (n)

2,902,415

2,851,623

TerraForm AP Acquisition Holdings LLC Tranche B, term loan 8/11/22 (s)

3,000,000

2,970,000

 

19,275,815

TOTAL UTILITIES

60,186,624

TOTAL BANK LOAN OBLIGATIONS

(Cost $1,092,574,461)


1,068,944,862

Sovereign Loan Participations - 0.0%

 

Indonesian Republic loan participation:

Citibank 1.25% 12/14/19 (n)

904,290

886,205

Goldman Sachs 1.25% 12/14/19 (n)

775,000

759,500

Mizuho 1.25% 12/14/19 (n)

363,384

356,116

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,875,319)


2,001,821

Bank Notes - 1.2%

 

Principal Amount (e)

Value

Bank of America NA:

1.65% 3/26/18

$ 22,324,000

$ 22,212,693

1.75% 6/5/18

84,682,000

84,232,169

5.3% 3/15/17

3,467,000

3,644,614

Barclays Bank PLC 2.5% 2/20/19

7,200,000

7,266,816

Capital One NA 1.65% 2/5/18

18,801,000

18,561,926

Discover Bank:

(Delaware) 3.2% 8/9/21

23,245,000

22,850,439

3.1% 6/4/20

22,584,000

22,536,641

8.7% 11/18/19

2,958,000

3,535,484

JPMorgan Chase Bank 6% 10/1/17

11,313,000

12,209,555

KeyBank NA 6.95% 2/1/28

1,977,000

2,523,678

Marshall & Ilsley Bank 5% 1/17/17

14,669,000

15,309,889

Regions Bank 7.5% 5/15/18

24,647,000

27,954,430

Wachovia Bank NA 6% 11/15/17

2,243,000

2,450,439

TOTAL BANK NOTES

(Cost $242,512,420)

245,288,773

Preferred Securities - 0.8%

 

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen International Finance NV 2.5%(Reg. S) (i)(n)

EUR

2,150,000

2,343,384

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Cosan Overseas Ltd. 8.25% (i)

1,725,000

1,627,629

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

Total SA 2.625% (Reg. S) (i)(n)

EUR

2,150,000

2,299,559

FINANCIALS - 0.8%

Banks - 0.7%

BAC Capital Trust XIV 4% (i)(n)

1,245,000

967,734

Banco Do Brasil SA 9% (h)(i)(n)

1,415,000

1,147,484

Bank of America Corp.:

6.1% (i)(n)

3,225,000

3,238,216

6.25% (i)(n)

3,680,000

3,755,700

6.5% (i)(n)

3,000,000

3,159,795

Bank of Ireland 7.375% (Reg. S) (i)(n)

EUR

2,000,000

2,326,877

Barclays Bank PLC 7.625% 11/21/22

20,775,000

24,126,874

Barclays PLC:

6.625% (i)(n)

7,940,000

7,862,515

8.25% (i)(n)

5,470,000

5,897,920

Preferred Securities - continued

 

Principal Amount (e)

Value

FINANCIALS - continued

Banks - continued

BNP Paribas SA:

7.375% (h)(i)(n)

$ 3,830,000

$ 3,931,898

7.375% 12/29/49 (Reg. S) (n)

3,100,000

3,182,476

Citigroup, Inc.:

5.875% (i)(n)

4,305,000

4,378,134

5.95% (i)(n)

2,285,000

2,273,527

5.95% (i)(n)

6,945,000

6,787,466

6.3% (i)(n)

7,100,000

7,019,488

Credit Agricole SA:

6.625% (h)(i)(n)

14,035,000

13,938,915

6.625% (Reg. S) (i)(n)

2,850,000

2,830,489

8.125% 9/19/33 (Reg. S) (n)

2,500,000

2,861,487

JPMorgan Chase & Co.:

5.3% (i)(n)

3,245,000

3,260,582

6% (i)(n)

10,455,000

10,403,293

6.75% (i)(n)

10,085,000

10,697,020

Royal Bank of Scotland Group PLC:

7.5% (i)(n)

2,285,000

2,300,980

8% (i)(n)

1,140,000

1,169,689

Wells Fargo & Co. 5.875% (i)(n)

2,000,000

2,072,541

 

129,591,100

Capital Markets - 0.1%

Credit Suisse Group AG 6.25% (h)(i)(n)

5,000,000

4,864,037

Deutsche Bank AG 7.5% (i)(n)

7,600,000

7,670,144

Goldman Sachs Group, Inc. 5.375% (i)(n)

3,250,000

3,245,271

UBS Group AG:

6.875% (Reg. S) (i)(n)

1,950,000

1,944,259

7.125% (Reg. S) (i)(n)

1,700,000

1,836,629

 

19,560,340

Diversified Financial Services - 0.0%

Magnesita Finance Ltd.:

8.625% (h)(i)

650,000

496,336

8.625% (Reg. S) (i)

200,000

152,719

 

649,055

TOTAL FINANCIALS

149,800,495

Preferred Securities - continued

 

Principal Amount (e)

Value

INDUSTRIALS - 0.0%

Construction & Engineering - 0.0%

Odebrecht Finance Ltd.:

7.5% (h)(i)

$ 4,705,000

$ 3,369,267

7.5% (Reg. S) (i)

100,000

71,610

 

3,440,877

MATERIALS - 0.0%

Metals & Mining - 0.0%

CSN Islands XII Corp. 7% (Reg. S) (i)

2,100,000

1,035,971

UTILITIES - 0.0%

Electric Utilities - 0.0%

EDF SA 5.625% (Reg. S) (i)(n)

2,700,000

2,764,547

TOTAL PREFERRED SECURITIES

(Cost $163,665,548)


163,312,462

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.15% (b)
(Cost $1,185,530,172)

1,185,530,172


1,185,530,172

Cash Equivalents - 0.5%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 8/31/15 due 9/1/15 (Collateralized by U.S. Government Obligations) # (c)
(Cost $110,825,000)

$ 110,825,462


110,825,000

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

Annual Report

Investments - continued

Purchased Swaptions - 0.0%

Expiration Date

Notional Amount (e)

Value

Put Options - 0.0%

Option on a credit default swap with Morgan Stanley Capital Group, Inc. to buy protection on the 5-Year iTraxx Europe Crossover Series 23 Index expiring June 2020 exercise rate 3.125%
(Cost $172,578)

9/16/15

EUR

17,600,000

$ 206,315

TOTAL INVESTMENT PORTFOLIO - 104.0%

(Cost $21,131,127,040)

21,078,070,800

NET OTHER ASSETS (LIABILITIES) - (4.0)%

(808,453,417)

NET ASSETS - 100%

$ 20,269,617,383

TBA Sale Commitments

 

Principal Amount (e)

 

Fannie Mae

3% 9/1/45

$ (700,000)

(703,008)

3% 9/1/45

(700,000)

(703,008)

3% 9/1/45

(2,100,000)

(2,109,023)

3% 9/1/45

(33,200,000)

(33,342,657)

3% 9/1/45

(12,950,000)

(13,005,645)

3% 9/1/45

(9,700,000)

(9,741,680)

3% 9/1/45

(27,500,000)

(27,618,165)

3% 9/1/45

(11,000,000)

(11,047,266)

3.5% 9/1/45

(21,300,000)

(22,072,123)

3.5% 9/1/45

(21,300,000)

(22,072,123)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(13,200,000)

(14,018,812)

4% 9/1/45

(700,000)

(743,422)

4% 9/1/45

(3,600,000)

(3,823,312)

4% 9/1/45

(28,000,000)

(29,736,874)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(66,500,000)

(72,038,200)

4.5% 9/1/45

(10,000,000)

(10,832,812)

TOTAL FANNIE MAE

(346,389,752)

TBA Sale Commitments - continued

 

Principal Amount (e)

Value

Freddie Mac

3% 9/1/45

$ (1,500,000)

$ (1,502,109)

3% 9/1/45

(3,200,000)

(3,204,500)

TOTAL FREDDIE MAC

(4,706,609)

Ginnie Mae

3.5% 9/1/45

(31,500,000)

(32,799,372)

3.5% 9/1/45

(20,000,000)

(20,824,998)

TOTAL GINNIE MAE

(53,624,370)

TOTAL TBA SALE COMMITMENTS

(Proceeds $404,373,664)

$ (404,720,731)

Futures Contracts

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Bond Index Contracts

9 Eurex Euro-Bobl Contracts (Germany)

Sept. 2015

$ 1,313,218

$ (3,300)

21 Eurex Euro-Buxl 30 Year Bond Contracts (Germany)

Sept. 2015

3,572,005

(57,360)

2 OSE Japan 10 Year Bond Contracts (Japan)

Sept. 2015

2,440,879

20,099

64 TME 10 Year Canadian Note Contracts (Canada)

Dec. 2015

6,879,659

(118,481)

TOTAL BOND INDEX CONTRACTS

$ 14,205,761

$ (159,042)

Treasury Contracts

21 ASX 10 Year Treasury Bond Index Contracts (Australia)

Sept. 2015

1,924,905

80,165

96 CBOT 2 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

20,973,000

(55,692)

24 CBOT 5 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

2,866,500

(23,111)

50 CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

7,920,313

(286,818)

TOTAL TREASURY CONTRACTS

$ 33,684,718

$ (285,456)

TOTAL PURCHASED

$ 47,890,479

$ (444,498)

Futures Contracts - continued

 

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Sold

Bond Index Contracts

3 Eurex Euro-Bund Contracts (Germany)

Sept. 2015

$ 515,370

$ (5,052)

20 ICE Long Gilt Contracts (United Kingdom)

Dec. 2015

3,596,561

19,791

112 ICE Medium Gilt Contracts (United Kingdom)

Dec. 2015

19,051,124

22,345

TOTAL BOND INDEX CONTRACTS

$ 23,163,055

$ 37,084

Treasury Contracts

10 CBOT 10 Year U.S. Treasury Note Contracts (United States)

Dec. 2015

1,270,625

9,883

38 CBOT Long Term U.S. Treasury Bond Contracts (United States)

Dec. 2015

5,875,750

182,799

TOTAL TREASURY CONTRACTS

$ 7,146,375

$ 192,682

TOTAL SOLD

$ 30,309,430

$ 229,766

 

$ 78,199,909

$ (214,732)

The face value of futures purchased as a percentage of net assets is 0.2%

The face value of futures sold as a percentage of net assets is 0.1%

Foreign Currency Contracts

Settlement Date

Currency

Counterparty

Type

Quantity

Contract Amount (e)

Unrealized Appreciation/
(Depreciation)

11/20/15

AUD

Credit Suisse Intl.

Sell

204,000

$ 149,743

$ 5,155

11/20/15

CAD

JPMorgan Chase Bank, N.A.

Sell

135,000

102,856

262

11/20/15

EUR

Credit Suisse Intl.

Buy

127,000

145,663

(2,968)

11/20/15

EUR

Credit Suisse Intl.

Buy

211,000

233,130

3,947

11/20/15

EUR

Credit Suisse Intl.

Buy

404,000

453,573

356

11/20/15

EUR

Credit Suisse Intl.

Sell

237,000

267,054

764

11/20/15

EUR

Credit Suisse Intl.

Sell

1,603,000

1,771,357

(29,753)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Buy

194,000

226,297

(8,321)

11/20/15

EUR

JPMorgan Chase Bank, N.A.

Sell

67,385,000

74,790,342

(922,557)

11/20/15

GBP

Credit Suisse Intl.

Buy

174,000

272,420

(5,534)

11/20/15

GBP

Credit Suisse Intl.

Buy

231,000

354,868

(553)

11/20/15

GBP

Credit Suisse Intl.

Sell

288,000

453,631

11,888

11/20/15

GBP

JPMorgan Chase Bank, N.A.

Sell

33,946,000

52,958,340

890,873

11/20/15

JPY

JPMorgan Chase Bank, N.A.

Sell

14,350,000

115,567

(2,940)

 

$ (59,381)

For the period, the average contract value for foreign currency contracts was $177,993,164. Contract value represents contract amount in United States dollars plus or minus unrealized appreciation or depreciation, respectively.

Swaps

Credit Default Swaps

Underlying Reference

Rating
(1)

Expiration Date

Clearinghouse/Counterparty

Fixed Payment Received/(Paid)

Notional Amount
(2)(3)

Value
(1)

Upfront Premium Received/
(Paid)

Unrealized Appreciation/(Depreciation)

Buy Protection

Carlsberg Breweries A/S

 

Jun.
2020

JPMorgan Chase Bank, N.A.

(1%)

EUR

2,600,000

$ (8,869)

$ 30,763

$ 21,894

Kering SA

 

Sep.
2018

Morgan Stanley Capital Group, Inc.

(1%)

EUR

3,500,000

(78,250)

8,252

(69,998)

Metro AG

 

Dec.
2019

Credit Suisse International

(1%)

EUR

3,850,000

(6,470)

(28,271)

(34,741)

Metro AG

 

Dec.
2019

JPMorgan Chase Bank, N.A.

(1%)

EUR

600,000

(1,008)

(1,718)

(2,726)

Standard Chartered Bank

 

Sep.
2020

Citibank, N.A.

(1%)

EUR

2,700,000

155,943

(145,356)

10,587

Valeo SA

 

Sep.
2018

Credit Suisse International

(1%)

EUR

3,500,000

(57,598)

(53,854)

(111,452)

TOTAL BUY PROTECTION

3,748

(190,184)

(186,436)

Sell Protection

Commerzbank AG

Ba2

Sep.
2019

Credit Suisse International

5%

EUR

1,850,000

342,816

(369,344)

(26,528)

Italy Republic Of

A2

Sep.
2020

JPMorgan Chase Bank, N.A.

1%

 

2,800,000

(13,065)

21,241

8,176

Pemex Project Funding Master Trust

A3

Sep.
2020

Barclays Bank PLC

1%

 

3,550,000

(191,039)

170,506

(20,533)

TOTAL SELL PROTECTION

138,712

(177,597)

(38,885)

TOTAL CREDIT DEFAULT SWAPS

$ 142,460

$ (367,781)

$ (225,321)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The credit rating or value can be measures of the current payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's® ratings are not available, S&P® ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

(2) Notional amount is stated in U.S. dollars unless otherwise noted.

(3) The notional amount of each credit default swap where the Fund has sold protection approximates the maximum potential amount of future payments that the Fund could be required to make if a credit event were to occur.

Swaps - continued

Interest Rate Swaps

Clearinghouse/
Counterparty(2)

Expiration Date

Notional Amount(1)

Payment Received

Payment Paid

Value

Upfront Premium Received/
(Paid)(3)

Unrealized Appreciation/(Depreciation)

LCH

Sep. 2020

$ 35,400,000

3-month LIBOR

2.25%

$ (657,215)

$ 0

$ (657,215)

LCH

Sep. 2025

20,500,000

3-month LIBOR

2.75%

(686,088)

0

(686,088)

LCH

Sep. 2045

8,700,000

3-month LIBOR

3%

(543,452)

0

(543,452)

TOTAL INTEREST RATE SWAPS

$ (1,886,755)

$ 0

$ (1,886,755)

(1) Notional amount is stated in U.S. dollars unless otherwise noted.

 

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

 

(3) 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

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

Legend

(a) Non-income producing

(b) 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.

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

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

(e) Amount is stated in United States dollars unless otherwise noted.

(f) 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.

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

(h) 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 $2,370,236,323 or 11.7% of net assets.

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

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

(k) 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 $873,986.

(l) 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 $3,713,112.

(m) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $182,501.

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

(o) 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.

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

(q) 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.

(r) 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.

(s) The coupon rate will be determined upon settlement of the loan after period end.

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

Repurchase Agreement / Counterparty

Value

$110,825,000 due 9/01/15 at 0.15%

Commerz Markets LLC

$ 110,825,000

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

Fidelity Cash Central Fund

$ 913,060

Fidelity Floating Rate Central Fund

17,840,584

Fidelity Mortgage Backed Securities Central Fund

4,263,089

Total

$ 23,016,733

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

Value,
beginning of period

Purchases

Sales
Proceeds
*

Value,
end of
period

% ownership, end of
period

Fidelity Floating Rate Central Fund

$ 440,816,855

$ 589,842,295

$ 1,013,143,899

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

2,130,357,633

-

2,121,313,208

-

0.0%

Total

$ 2,571,174,488

$ 589,842,295

$ 3,134,457,107

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2015, 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 in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 846,728

$ 846,728

$ -

$ -

Financials

12,705,468

12,459,374

246,094

-

Materials

2,680,932

2,680,932

-

-

Telecommunication Services

451,792

317,384

-

134,408

Corporate Bonds

8,951,784,547

-

8,951,772,409

12,138

U.S. Government and Government Agency Obligations

3,844,418,792

-

3,844,418,792

-

U.S. Government Agency - Mortgage Securities

2,844,544,800

-

2,844,544,800

-

Asset-Backed Securities

153,200,820

-

149,424,222

3,776,598

Collateralized Mortgage Obligations

594,721,855

-

594,721,855

-

Commercial Mortgage Securities

1,364,361,739

-

1,363,122,289

1,239,450

Municipal Securities

307,210,465

-

307,210,465

-

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Foreign Government and Government Agency Obligations

$ 224,958,802

$ -

$ 223,345,807

$ 1,612,995

Supranational Obligations

74,655

-

74,655

-

Bank Loan Obligations

1,068,944,862

-

1,057,929,638

11,015,224

Sovereign Loan Participations

2,001,821

-

-

2,001,821

Bank Notes

245,288,773

-

245,288,773

-

Preferred Securities

163,312,462

-

163,312,462

-

Money Market Funds

1,185,530,172

1,185,530,172

-

-

Cash Equivalents

110,825,000

-

110,825,000

-

Purchased Swaptions

206,315

-

206,315

-

Total Investments in Securities:

$ 21,078,070,800

$ 1,201,834,590

$ 19,856,443,576

$ 19,792,634

Other Derivative
Instruments:

Assets

Foreign Currency Contracts

$ 913,245

$ -

$ 913,245

$ -

Futures Contracts

335,082

335,082

-

-

Swaps

498,759

-

498,759

-

Total Assets

$ 1,747,086

$ 335,082

$ 1,412,004

$ -

Liabilities

Foreign Currency Contracts

$ (972,626)

$ -

$ (972,626)

$ -

Futures Contracts

(549,814)

(549,814)

-

-

Swaps

(2,243,054)

-

(2,243,054)

-

Total Liabilities

$ (3,765,494)

$ (549,814)

$ (3,215,680)

$ -

Total Other Derivative Instruments:

$ (2,018,408)

$ (214,732)

$ (1,803,676)

$ -

Other Financial Instruments:

TBA Sale Commitments

$ (404,720,731)

$ -

$ (404,720,731)

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2015. 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

Credit Risk

Purchased Swaptions (c)

$ 206,315

$ -

Swaps (d)

498,759

(356,299)

Total Credit Risk

705,074

(356,299)

Foreign Exchange Risk

Foreign Currency Contracts (a)

913,245

(972,626)

Interest Rate Risk

Futures Contracts (b)

335,082

(549,814)

Swaps (d)

-

(1,886,755)

Total Interest Rate Risk

335,082

(2,436,569)

Total Value of Derivatives

$ 1,953,401

$ (3,765,494)

(a) Gross value is presented in the Statement of Assets and Liabilities in the unrealized appreciation/depreciation on foreign currency contracts line-items.

(b) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

(c) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

(d) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items. For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. For centrally cleared OTC swaps, only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

88.6%

United Kingdom

2.6%

Mexico

1.8%

Luxembourg

1.2%

Others (Individually Less Than 1%)

5.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

 

August 31, 2015

Assets

Investment in securities, at value (including securities loaned of $108,651,950 and repurchase agreements of $110,825,000) - See accompanying schedule:

Unaffiliated issuers (cost $19,945,596,868)

$ 19,892,540,628

 

Fidelity Central Funds (cost $1,185,530,172)

1,185,530,172

 

Total Investments (cost $21,131,127,040)

 

$ 21,078,070,800

Cash

 

4,601,208

Foreign currency held at value (cost $1,296,971)

1,290,124

Receivable for investments sold

153,384,612

Receivable for TBA sale commitments

 

404,373,664

Unrealized appreciation on foreign currency contracts

913,245

Receivable for fund shares sold

27,302,194

Dividends receivable

242,549

Interest receivable

158,024,967

Distributions receivable from Fidelity Central Funds

188,651

Bi-lateral OTC swaps, at value

498,759

Other receivables

112,232

Total assets

21,829,003,005

 

 

 

Liabilities

Payable for investments purchased

 

Regular delivery

$ 68,454,513

 

Delayed delivery

790,446,815

TBA sale commitments, at value

404,720,731

Unrealized depreciation on foreign currency contracts

972,626

Payable for fund shares redeemed

173,044,860

Distributions payable

2,134,426

Bi-lateral OTC swaps, at value

356,299

Accrued management fee

5,298,334

Distribution and service plan fees payable

313,760

Payable for daily variation margin for derivative instruments

17,256

Other affiliated payables

2,448,328

Other payables and accrued expenses

352,674

Collateral on securities loaned, at value

110,825,000

Total liabilities

1,559,385,622

 

 

 

Net Assets

$ 20,269,617,383

Net Assets consist of:

 

Paid in capital

$ 20,225,298,052

Undistributed net investment income

36,361,125

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

63,760,134

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

(55,801,928)

Net Assets

$ 20,269,617,383

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

Annual Report

Statement of Assets and Liabilities - continued

 

August 31, 2015

 

 

 

Calculation of Maximum Offering Price

Class A:

Net Asset Value and redemption price per share ($852,242,899 ÷ 80,933,467 shares)

$ 10.53

 

 

 

Maximum offering price per share (100/96.00 of $10.53)

$ 10.97

Class T:

Net Asset Value and redemption price per share ($101,673,134 ÷ 9,671,869 shares)

$ 10.51

 

 

 

Maximum offering price per share (100/96.00 of $10.51)

$ 10.95

Class B:

Net Asset Value and offering price per share ($3,305,036 ÷ 313,709 shares)A

$ 10.54

 

 

 

Class C:

Net Asset Value and offering price per share ($139,264,398 ÷ 13,223,547 shares)A

$ 10.53

 

 

 

Total Bond:

Net Asset Value, offering price and redemption price per share ($17,359,293,916 ÷ 1,648,977,386 shares)

$ 10.53

 

 

 

Class I:

Net Asset Value, offering price and redemption price per share ($1,266,870,294 ÷ 120,521,809 shares)

$ 10.51

 

 

 

Class Z:

Net Asset Value, offering price and redemption price per share ($546,967,706 ÷ 52,032,071 shares)

$ 10.51

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended August 31, 2015

 

 

 

Investment Income

 

 

Dividends

 

$ 6,479,130

Interest

 

612,468,413

Income from Fidelity Central Funds

 

23,016,733

Total income

 

641,964,276

 

 

 

Expenses

Management fee

$ 57,874,540

Transfer agent fees

19,640,595

Distribution and service plan fees

3,324,779

Fund wide operations fee

7,291,490

Independent trustees' compensation

75,099

Miscellaneous

43,573

Total expenses before reductions

88,250,076

Expense reductions

(7,127)

88,242,949

Net investment income (loss)

553,721,327

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

128,436,511

Fidelity Central Funds

206,487,401

 

Foreign currency transactions

20,043,666

Futures contracts

1,751,878

Swaps

(3,476,434)

 

Total net realized gain (loss)

 

353,243,022

Change in net unrealized appreciation (depreciation) on:

Investment securities

(775,667,108)

Assets and liabilities in foreign currencies

(5,291,385)

Futures contracts

(421,238)

Swaps

(1,389,874)

Delayed delivery commitments

206,650

 

Total change in net unrealized appreciation (depreciation)

 

(782,562,955)

Net gain (loss)

(429,319,933)

Net increase (decrease) in net assets resulting from operations

$ 124,401,394

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
August 31,
2015

Year ended
August 31,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 553,721,327

$ 415,512,458

Net realized gain (loss)

353,243,022

77,368,067

Change in net unrealized appreciation (depreciation)

(782,562,955)

416,914,720

Net increase (decrease) in net assets resulting from operations

124,401,394

909,795,245

Distributions to shareholders from net investment income

(523,227,512)

(392,171,286)

Distributions to shareholders from net realized gain

(52,368,873)

(128,031,263)

Total distributions

(575,596,385)

(520,202,549)

Share transactions - net increase (decrease)

4,814,116,048

3,089,248,773

Total increase (decrease) in net assets

4,362,921,057

3,478,841,469

 

 

 

Net Assets

Beginning of period

15,906,696,326

12,427,854,857

End of period (including undistributed net investment income of $36,361,125 and undistributed net investment income of $23,414,948, respectively)

$ 20,269,617,383

$ 15,906,696,326

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class A

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .287

  .292

  .263

  .322

  .381

Net realized and unrealized gain (loss)

  (.224)

  .382

  (.468)

  .438

  .187

Total from investment operations

  .063

  .674

  (.205)

  .760

  .568

Distributions from net investment income

  (.270)

  (.275)

  (.250)

  (.335)

  (.367)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.303)

  (.384)

  (.605)

  (.510)

  (.578)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  .58%

  6.56%

  (1.94)%

  7.11%

  5.35%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of fee waivers, if any

  .75%

  .76%

  .79%

  .82%

  .83%

Expenses net of all reductions

  .75%

  .76%

  .79%

  .82%

  .83%

Net investment income (loss)

  2.69%

  2.76%

  2.41%

  2.92%

  3.50%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 852,243

$ 639,235

$ 517,259

$ 643,995

$ 1,225,165

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class T

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.28

$ 11.03

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .285

  .290

  .265

  .328

  .386

Net realized and unrealized gain (loss)

  (.234)

  .392

  (.477)

  .433

  .186

Total from investment operations

  .051

  .682

  (.212)

  .761

  .572

Distributions from net investment income

  (.268)

  (.273)

  (.253)

  (.336)

  (.371)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.301)

  (.382)

  (.608)

  (.511)

  (.582)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.28

$ 11.03

Total ReturnA, B

  .47%

  6.65%

  (2.01)%

  7.14%

  5.39%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of fee waivers, if any

  .77%

  .78%

  .76%

  .77%

  .80%

Expenses net of all reductions

  .77%

  .78%

  .76%

  .77%

  .80%

Net investment income (loss)

  2.67%

  2.74%

  2.44%

  2.97%

  3.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 101,673

$ 57,972

$ 52,848

$ 59,896

$ 60,500

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class B

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 10.48

$ 11.29

$ 11.04

$ 11.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .213

  .217

  .189

  .247

  .307

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.469)

  .434

  .177

Total from investment operations

  (.011)

  .609

  (.280)

  .681

  .484

Distributions from net investment income

  (.196)

  (.200)

  (.175)

  (.256)

  (.293)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.229)

  (.309)

  (.530)

  (.431)

  (.504)

Net asset value, end of period

$ 10.54

$ 10.78

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.12)%

  5.91%

  (2.61)%

  6.36%

  4.54%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of fee waivers, if any

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Expenses net of all reductions

  1.45%

  1.48%

  1.48%

  1.50%

  1.52%

Net investment income (loss)

  1.99%

  2.04%

  1.73%

  2.24%

  2.82%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,305

$ 4,460

$ 7,112

$ 11,515

$ 9,225

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class C

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.48

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)C

  .205

  .211

  .185

  .246

  .308

Net realized and unrealized gain (loss)

  (.225)

  .382

  (.469)

  .434

  .187

Total from investment operations

  (.020)

  .593

  (.284)

  .680

  .495

Distributions from net investment income

  (.187)

  (.194)

  (.171)

  (.255)

  (.294)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.220)

  (.303)

  (.526)

  (.430)

  (.505)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.48

$ 11.29

$ 11.04

Total ReturnA, B

  (.20)%

  5.75%

  (2.65)%

  6.34%

  4.65%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of fee waivers, if any

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Expenses net of all reductions

  1.53%

  1.53%

  1.51%

  1.51%

  1.51%

Net investment income (loss)

  1.92%

  1.99%

  1.69%

  2.23%

  2.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 139,264

$ 83,818

$ 79,711

$ 102,385

$ 63,867

Portfolio turnover rateE

  140%G

  108%

  201%

  155%

  168%H

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

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

C Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

G Portfolio turnover rate excludes securities received or delivered in-kind.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.77

$ 10.47

$ 11.29

$ 11.04

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .320

  .326

  .300

  .363

  .423

Net realized and unrealized gain (loss)

  (.224)

  .392

  (.478)

  .434

  .187

Total from investment operations

  .096

  .718

  (.178)

  .797

  .610

Distributions from net investment income

  (.303)

  (.309)

  (.287)

  (.372)

  (.409)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.336)

  (.418)

  (.642)

  (.547)

  (.620)

Net asset value, end of period

$ 10.53

$ 10.77

$ 10.47

$ 11.29

$ 11.04

Total ReturnA

  .88%

  7.00%

  (1.70)%

  7.48%

  5.76%

Ratios to Average Net AssetsC, E

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .45%

Net investment income (loss)

  2.99%

  3.07%

  2.75%

  3.29%

  3.89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,359,294

$ 14,547,801

$ 11,526,014

$ 13,963,154

$ 11,418,458

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class I

Years ended August 31,

2015

2014

2013

2012

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.76

$ 10.46

$ 11.27

$ 11.02

$ 11.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .313

  .319

  .295

  .353

  .413

Net realized and unrealized gain (loss)

  (.233)

  .393

  (.469)

  .435

  .178

Total from investment operations

  .080

  .712

  (.174)

  .788

  .591

Distributions from net investment income

  (.297)

  (.303)

  (.281)

  (.363)

  (.400)

Distributions from net realized gain

  (.033)

  (.109)

  (.355)

  (.175)

  (.211)

Total distributions

  (.330)

  (.412)

  (.636)

  (.538)

  (.611)

Net asset value, end of period

$ 10.51

$ 10.76

$ 10.46

$ 11.27

$ 11.02

Total ReturnA

  .73%

  6.95%

  (1.67)%

  7.40%

  5.58%

Ratios to Average Net AssetsC, E

 

 

 

 

 

Expenses before reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of fee waivers, if any

  .50%

  .51%

  .51%

  .53%

  .54%

Expenses net of all reductions

  .50%

  .51%

  .51%

  .53%

  .54%

Net investment income (loss)

  2.94%

  3.02%

  2.69%

  3.20%

  3.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,266,870

$ 573,410

$ 244,911

$ 596,238

$ 531,451

Portfolio turnover rateD

  140%F

  108%

  201%

  155%

  168%G

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

B Calculated based on average shares outstanding during the period.

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 ranged from less than .005%.

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

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 Portfolio turnover rate excludes securities received or delivered in-kind.

G The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Fidelity Total Bond Fund Class Z

Year ended August 31,

2015 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.66

Income from Investment Operations

 

Net investment income (loss)D

  .234

Net realized and unrealized gain (loss)

  (.167)

Total from investment operations

  .067

Distributions from net investment income

  (.217)

Net asset value, end of period

$ 10.51

Total ReturnB, C

  .59%

Ratios to Average Net AssetsE, H

 

Expenses before reductions

  .36%A

Expenses net of fee waivers, if any

  .36%A

Expenses net of all reductions

  .36%A

Net investment income (loss)

  3.29%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 546,968

Portfolio turnover rateF

  140%I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E 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 ranged from less than .005%.

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

G For the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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.

I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2015

1. Organization.

Fidelity Total Bond Fund (the Fund) is a fund of Fidelity Income Fund (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 commenced sale of Class Z shares on December 22, 2014. The Fund offers Class A, Class T, Class C, Total Bond, Class I (formerly Institutional Class) and Class Z shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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 .01%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

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Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

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

 

Less than .005%

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery
& When Issued Securities

Repurchase Agreements

Swaps

Less than .005%

* 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 fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (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 Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance

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with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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 notes, bank loan obligations, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, 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. Asset backed securities, 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

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Investment Valuation - continued

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.

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 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.

The U.S. dollar value of foreign currency contracts is determined using currency exchange rates supplied by a pricing service and are categorized as Level 2 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 August 31, 2015 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. 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.

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Foreign Currency - continued

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.

Realized gains and losses on foreign currency transactions arise from the disposition of foreign currency, closed foreign currency contracts, realized changes in the value of foreign currency between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Unrealized gains and losses on assets and liabilities in foreign currencies arise from changes in the value of foreign currency including foreign currency contracts, and from assets and liabilities denominated in foreign currencies, other than investments, which are held at period end.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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

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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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 August 31, 2015, 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.

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Income Tax Information and Distributions to Shareholders - continued

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to future contracts, swaps, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales 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

$ 345,834,958

Gross unrealized depreciation

(409,484,462)

Net unrealized appreciation (depreciation) on securities

$ (63,649,504)

Tax Cost

$ 21,141,720,304

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

Undistributed ordinary income

$ 46,977,149

Undistributed long-term capital gain

$ 64,917,805

Net unrealized appreciation (depreciation) on securities and other investments

$ (67,484,185)

At period end, the Fund was required to defer approximately $1,162,429 of losses on futures contracts.

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The tax character of distributions paid was as follows:

 

August 31, 2015

August 31, 2014

Ordinary Income

$ 565,758,842

$ 392,171,286

Long-term Capital Gains

9,837,543

128,031,263

Total

$ 575,596,385

$ 520,202,549

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with 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. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. 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

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To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

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. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

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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, foreign currency contracts, options 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, to facilitate transactions in foreign-denominated securities 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 risks:

Credit Risk

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

Foreign Exchange Risk

Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates.

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as foreign currency contracts, options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on

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Risk Exposures and the Use of Derivative Instruments - continued

bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however 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)

Credit Risk

 

 

Purchased Options

$ 170,483

63,753

Swaps

(135,206)

128,070

Total Credit Risk

35,277

191,823

Foreign Exchange Risk

 

 

Foreign Currency Contracts

20,954,439

(5,376,167)

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Primary Risk Exposure / Derivative Type

Net Realized Gain
(Loss)

Change in Net
Unrealized Appreciation
(Depreciation)

Interest Rate Risk

 

 

Futures Contracts

$ 1,751,878

(421,238)

Swaps

(3,341,228)

(1,517,944)

Total Interest Rate Risk

(1,589,350)

(1,939,182)

TotalsA

$ 19,400,366

$ (7,123,526)

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

Foreign Currency Contracts. Foreign currency contracts represent obligations to purchase or sell foreign currency on a specified future date at a price fixed at the time the contracts are entered into. The Fund used foreign currency contracts to facilitate transactions in foreign-denominated securities and to manage exposure to certain foreign currencies.

Foreign currency contracts are valued daily and fluctuations in exchange rates on open contracts are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the closing value and the value at the time it was opened. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on foreign currency contracts during the period is included in the Statement of Operations as part of net realized gain (loss) on foreign currency transactions and change in unrealized gain (loss) on assets and liabilities in foreign currencies, respectively.

Any open foreign currency contracts at period end are presented in the Schedule of Investments under the caption "Foreign Currency Contracts." The contract amount and unrealized appreciation (depreciation) reflects each contract's exposure to the underlying currency at period end.

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

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Futures Contracts - continued

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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to potential credit events.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fundwill realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

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Options - continued

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. 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.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

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.

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4. Derivative Instruments - continued

Swaps - continued

For both bi-lateral and centrally cleared OTC swaps, 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.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

Annual Report

4. Derivative Instruments - continued

Credit Default Swaps - continued

reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

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, in-kind transactions and U.S. government securities, aggregated $7,860,792,369 and $2,304,473,823, 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 .20% 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 .31% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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%

$ 1,905,468

$ 92,792

Class T

-%

.25%

199,114

263

Class B

.65%

.25%

35,423

25,610

Class C

.75%

.25%

1,184,774

414,221

 

 

 

$ 3,324,779

$ 532,886

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, .75% 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

$ 110,705

Class T

18,730

Class B*

3,938

Class C*

29,613

 

$ 162,986

* 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 each respective class of the Fund, with the exception of Total Bond. FIIOC receives an asset-based fee of .10% of Total Bond's average net assets. FIIOC pays

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Class A

$ 1,171,236

.15

Class T

135,484

.17

Class B

8,031

.20

Class C

207,015

.17

Total Bond

16,555,477

.10

Class I

1,553,662

.15

Class Z

9,690

.01*

 

$ 19,640,595

 

* Annualized

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

Exchanges In-Kind. During the period, the Fund redeemed in-kind all of its shares of Fidelity Floating Rate Central Fund and Fidelity Mortgage-Backed Securities Central Fund in exchange for cash and investments, including accrued interest totaling $3,134,457,108. Net realized gain (loss) of $206,487,401 on the redemptions of the Fidelity Floating Rate Central Fund and Fidelity Mortgage Backed Securities Central Fund shares is included in the accompanying Statement of Operations as "Realized gain (loss) on Fidelity Central Funds." The transaction generally did not result in the recognition of gains or losses for federal income tax purposes.

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

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25,772 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. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 interest income. Total security lending income during the period amounted to $979,154.

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 $185 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,942.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class A

$ 19,261,143

$ 13,954,534

Class T

1,998,555

1,278,101

Class B

71,894

98,704

Annual Report

10. Distributions to Shareholders - continued

Years ended August 31,

2015 A

2014

From net investment income

 

 

Class C

$ 2,070,818

$ 1,370,977

Total Bond

468,456,666

365,495,794

Class I

28,443,167

9,973,176

Class Z

2,925,269

-

Total

$ 523,227,512

$ 392,171,286

From net realized gain

 

 

Class A

$ 2,146,775

$ 5,373,525

Class T

193,116

488,998

Class B

13,138

67,567

Class C

303,573

778,077

Total Bond

47,388,889

118,942,382

Class I

2,323,382

2,380,714

Total

$ 52,368,873

$ 128,031,263

A Distributions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015.

11. Share Transactions.

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

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class A

 

 

 

 

Shares sold

46,571,257

26,077,273

$ 499,377,221

$ 277,129,495

Reinvestment of distributions

1,930,629

1,748,624

20,670,065

18,500,215

Shares redeemed

(26,903,901)

(17,864,267)

(288,269,536)

(188,866,328)

Net increase (decrease)

21,597,985

9,961,630

$ 231,777,750

$ 106,763,382

Class T

 

 

 

 

Shares sold

6,974,914

2,788,455

$ 74,605,782

$ 29,566,996

Reinvestment of distributions

199,988

156,306

2,136,905

1,651,554

Shares redeemed

(2,893,126)

(2,607,297)

(30,963,185)

(27,459,813)

Net increase (decrease)

4,281,776

337,464

$ 45,779,502

$ 3,758,737

Class B

 

 

 

 

Shares sold

54,717

54,926

$ 586,026

$ 586,880

Reinvestment of distributions

6,657

13,145

71,357

138,775

Shares redeemed

(161,541)

(332,831)

(1,731,933)

(3,513,622)

Net increase (decrease)

(100,167)

(264,760)

$ (1,074,550)

$ (2,787,967)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2015A

2014

2015A

2014

Class C

 

 

 

 

Shares sold

8,235,348

3,017,051

$ 88,316,556

$ 32,060,704

Reinvestment of distributions

196,619

175,726

2,104,956

1,856,402

Shares redeemed

(2,989,581)

(3,020,982)

(31,990,728)

(31,912,884)

Net increase (decrease)

5,442,386

171,795

$ 58,430,784

$ 2,004,222

Total Bond

 

 

 

 

Shares sold

1,119,099,210

472,537,567

$ 12,023,173,893

$ 5,013,051,437

Reinvestment of distributions

46,138,120

43,741,412

493,997,692

463,024,654

Shares redeemed

(866,846,007)

(266,060,657)

(9,307,894,830)

(2,814,029,450)

Net increase (decrease)

298,391,323

250,218,322

$ 3,209,276,755

$ 2,662,046,641

Class I

 

 

 

 

Shares sold

96,458,549

37,515,573

$ 1,031,052,872

$ 397,915,160

Reinvestment of distributions

2,698,883

1,097,010

28,838,468

11,632,287

Shares redeemed

(31,950,235)

(8,713,037)

(340,167,664)

(92,083,689)

Net increase (decrease)

67,207,197

29,899,546

$ 719,723,676

$ 317,463,758

Class Z

 

 

 

 

Shares sold

56,087,638

-

$ 592,975,149

$ -

Reinvestment of distributions

276,639

-

2,920,079

-

Shares redeemed

(4,332,206)

-

(45,693,097)

-

Net increase (decrease)

52,032,071

-

$ 550,202,131

$ -

A Share transactions for Class Z are for the period December 22, 2014 (commencement of sale of shares) to August 31, 2015

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.

At the end of the period, Strategic Advisers Core Income Fund was the owner of record of approximately 24% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 25% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by commercial and residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Total Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Bond Fund (a fund of Fidelity Income Fund) at August 31, 2015, 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 each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 23, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and John Engler, each of the Trustees oversees 235 funds. Ms. Acton and Mr. Engler each oversee 219 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 (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's 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.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) 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 Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustee*:

Correspondence intended for the 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 President (2013-present) and Chief Executive Officer (2014-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), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as 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.

* Trustee has been determined to be an "Interested Trustee" by virtue of, among other things, her affiliation with the trust or various entities under common control with FMR.

Annual Report

+ The information above 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 each fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

 

Ms. Acton also serves as Trustee or Member of the Advisory Board 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).

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

 

Mr. Engler also serves as Trustee or Member of the Advisory Board of other Fidelity funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors/trustees for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present), K12 Inc. (technology-based education company, 2012-present), and the Annie E. Casey Foundation (2004-present). Previously, Mr. Engler served as a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011) 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 and 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

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), AGL Resources, Inc. (holding company, 2002-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) 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.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

 

Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

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. She served as a Director of ARCO from 1996 to 1998. 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 Catalina Island Conservancy and of the Santa Catalina Island Company (2009-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).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Geoffrey A. von Kuhn may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Geoffrey A. von Kuhn (1951)

Year of Election or Appointment: 2015

Member of the Advisory Board

 

Mr. von Kuhn also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Mr. von Kuhn is Chief Administrative Officer for FMR LLC (diversified financial services company, 2013-present), a Director of Pembroke Real Estate, Inc. (2009-present), and a Director of Discovery Natural Resources LLC (2012-present). Previously, Mr. von Kuhn was a managing director of Crosby Group (private wealth management company, 2007-2013), a member of the management committee and senior executive in the Wealth Management Group of AmSouth Bank (2001-2006), and head of the U.S. private bank at Citigroup (2000-2001).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

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. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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 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).

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

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).

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 Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, 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 of FMR (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2009

Assistant Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

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 (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present).

Christine J. Thompson (1958)

Year of Election or Appointment: 2015

Vice President of Fidelity's Bond Funds

 

Ms. Thompson also serves as Vice President of other funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments (1985-present). Previously, Ms. Thompson served as Vice President of Fidelity's Bond Funds (2010-2012).

Michael H. Whitaker (1967)

Year of Election or Appointment: 2008

Chief Compliance Officer

 

Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2014-present), FMR (investment adviser firm, 2014-present), Fidelity Investments Money Management, Inc. (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments (1991-present). Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total Bond Fund voted to pay on October 12, 2015, to shareholders of record at the opening of business on October 9, 2015, a distribution of $0.059 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2015 $74,755,347, or, if subsequently determined to be different, the net capital gain of such year.

A total of 12.07% 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 $322,364,085 of distributions paid during the period January 1, 2015 to August 31, 2015 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(UK) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Investments
Money Management, Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) tbd3847569
1-800-544-5555

tbd3847571
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

TBD-UANN-1015
1.789712.112

Item 2. Code of Ethics

As of the end of the period, August 31, 2015, Fidelity Income Fund (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Elizabeth S. Acton is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Acton is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Government Income Fund, Fidelity Intermediate Government Income Fund and Fidelity Total Bond Fund (the "Funds"):

Services Billed by PwC

August 31, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Government Income Fund

$81,000

$-

$4,900

$3,100

Fidelity Intermediate Government Income Fund

$77,000

$-

$3,300

$1,900

Fidelity Total Bond Fund

$179,000

$-

$13,300

$8,100

August 31, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Government Income Fund

$81,000

$-

$4,000

$3,100

Fidelity Intermediate Government Income Fund

$77,000

$-

$3,400

$1,900

Fidelity Total Bond Fund

$170,000

$-

$7,600

$6,200

A Amounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds 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 Funds ("Fund Service Providers"):

Services Billed by PwC

 

August 31, 2015A

August 31, 2014A

Audit-Related Fees

$4,730,000

$4,935,000

Tax Fees

$-

$-

All Other Fees

$-

$20,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Funds, 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

August 31, 2015 A

August 31, 2014 A

PwC

$6,085,000

$6,090,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund 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 Funds' last two fiscal years relating to services to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

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 disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) for each Fund provide reasonable assurances that material information relating to such Fund 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 a Fund'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, a Fund'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 Income Fund

By:

/s/ Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

October 28, 2015

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:

October 28, 2015

By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

October 28, 2015