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 811-21667

Fidelity Central Investment Portfolios LLC
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, 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:

September 30

 

 

Date of reporting period:

September 30, 2014

Item 1. Reports to Stockholders

Fidelity® Emerging Markets Equity Central Fund

Annual Report

September 30, 2014

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 the registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

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.

EMQ-ANN-1114
1.876933.105

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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Emerging Markets Equity Central Fund

8.72%

6.61%

16.05%

A From December 9, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Emerging Markets Equity Central Fund on December 9, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period.

fgr1029436

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets (EM) stocks experienced some ups and downs during the 12 months ending September 30, 2014, with the MSCI Emerging Markets Index gaining 4.66%. After starting off 2014 on rough footing, EM stocks rallied amid improved global financial conditions, lower global bond yields, favorable election results in some key countries and stabilizing economic conditions. In the second quarter of 2014, EM equities posted their largest calendar-quarter return since 2012, due partly to declining global interest rates making it cheaper for companies to access capital, as well as significant easing of monetary policy in China. It wasn't all positive, though, as volatility struck in late summer amid escalating geopolitical tension, causing EM equities to retreat sharply in September, a drop exacerbated by a strong U.S. dollar. Full-year returns across the individual country components of the MSCI index were mixed, with large constituent India (+38%) supported by optimism about the May election of Prime Minister Narendra Modi, whereas Russian stocks (-19%) suffered a broad sell-off due to the country's heated annexation of the Crimean peninsula.

Comments from James Hayes, Co-Portfolio Manager of Fidelity® Emerging Markets Equity Central Fund, along with Tim Gannon, Sam Polyak, Gregory Lee, Per Johansson and Douglas Chow: For the year, the fund gained 8.72%, well ahead of its MSCI benchmark. Relative performance was driven by security selection in the financials, consumer staples and industrials sectors. The fund's top individual contributor was AMOREPACIFIC Group, a South Korea-based beauty and skincare products company that saw its stock gain on consecutive quarters of better-than-expected financial results, largely attributable to increased market share in China. In financials, a non-index stake in India-based Axis Bank helped performance, as Axis and the Indian market overall continued to gain on optimism related to the country's pro-business prime minister-elect, Narendra Modi. We nearly doubled our stake here due to an attractive valuation. On the downside, picks in information technology hurt performance the most, including a non-index stake in LED light manufacturer Seoul Semiconductor. We established the position in March because we expected the firm to benefit from a multiyear replacement cycle from incandescent to LED bulbs. Our biggest relative detractor was an overweighting in Sberbank Russia, a private bank that suffered along with Russian stocks overall amid geopolitical tension in the region.

Note to shareholders: Effective September 30, 2014, Per Johansson and Douglas Chow are no longer co-managers of the fund, and Gregory Lee and Tim Gannon are responsible for the energy and information technology subportfolios, respectively.

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 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 (April 1, 2014 to September 30, 2014).

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. 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 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. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2014

Ending
Account Value
September 30, 2014

Expenses Paid
During Period
*
April 1, 2014
to September 30, 2014

Actual

.1193%

$ 1,000.00

$ 1,045.30

$ .61

HypotheticalA

 

$ 1,000.00

$ 1,024.47

$ .61

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of September 30, 2014

fgr1029438

Korea (South) 19.0%

 

fgr1029440

Brazil 10.4%

 

fgr1029442

India 8.0%

 

fgr1029444

Cayman Islands 7.6%

 

fgr1029446

Taiwan 7.0%

 

fgr1029448

China 6.5%

 

fgr1029450

Mexico 5.9%

 

fgr1029452

South Africa 5.2%

 

fgr1029454

United States of America* 4.4%

 

fgr1029456

Other 26.0%

 

fgr1029458

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of March 31, 2014

fgr1029438

Korea (South) 18.3%

 

fgr1029440

Brazil 9.5%

 

fgr1029442

Taiwan 7.8%

 

fgr1029444

China 7.5%

 

fgr1029446

Cayman Islands 7.4%

 

fgr1029448

India 7.0%

 

fgr1029450

United States of America* 6.0%

 

fgr1029452

Mexico 5.2%

 

fgr1029454

South Africa 5.1%

 

fgr1029456

Other 26.2%

 

fgr1029470

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.1

97.1

Short-Term Investments and Net Other Assets (Liabilities)

2.9

2.9

Top Ten Stocks as of September 30, 2014

 

% of fund'
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Technology Hardware, Storage & Peripherals)

4.3

4.0

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

3.3

3.4

Itau Unibanco Holding SA sponsored ADR (Brazil, Banks)

1.6

1.3

Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)

1.6

2.5

Naspers Ltd. Class N (South Africa, Media)

1.5

1.6

Daewoo International Corp. (Korea (South), Trading Companies & Distributors)

1.5

0.6

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Banks)

1.4

1.7

NAVER Corp. (Korea (South), Internet Software & Services)

1.3

1.1

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

1.3

1.4

America Movil S.A.B. de CV Series L sponsored ADR (Mexico, Wireless Telecommunication Services)

1.2

0.8

 

19.0

Market Sectors as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.5

24.7

Information Technology

17.6

16.3

Industrials

8.7

8.3

Energy

8.7

9.3

Consumer Staples

8.4

8.1

Consumer Discretionary

8.3

9.2

Materials

7.5

9.1

Telecommunication Services

7.0

6.5

Utilities

2.1

2.5

Health Care

2.1

1.5

Annual Report


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 88.5%

Shares

Value

Argentina - 0.4%

Grupo Financiero Galicia SA sponsored ADR (d)

62,570

$ 889,120

YPF SA Class D sponsored ADR

28,540

1,055,695

TOTAL ARGENTINA

1,944,815

Austria - 0.2%

C.A.T. oil AG (Bearer)

39,722

757,078

Bailiwick of Jersey - 0.1%

Atrium European Real Estate Ltd.

114,440

595,519

Petrofac Ltd.

300

5,043

TOTAL BAILIWICK OF JERSEY

600,562

Bermuda - 2.2%

Aquarius Platinum Ltd. (Australia) (a)

3,235,174

963,069

BW Offshore Ltd.

524,006

655,747

Cosan Ltd. Class A

86,792

933,882

Golar LNG Ltd.

24,500

1,626,800

GP Investments Ltd. Class A (depositary receipt) (a)

320,507

627,200

Hoegh LNG Holdings Ltd. (a)

77,100

1,179,046

Odfjell Drilling A/S

220,600

903,036

Shangri-La Asia Ltd.

1,044,000

1,548,888

Yue Yuen Industrial (Holdings) Ltd.

545,000

1,652,930

TOTAL BERMUDA

10,090,598

Brazil - 4.1%

BM&F BOVESPA SA

606,300

2,771,728

BR Properties SA

208,400

1,106,812

Cosan SA Industria e Comercio

66,105

1,062,433

Fibria Celulose SA (a)

134,400

1,473,719

Kroton Educacional SA

168,824

1,060,775

Localiza Rent A Car SA

123,700

1,793,530

Mills Estruturas e Servicos de Engenharia SA

128,200

937,506

Minerva SA (a)

400,200

2,100,938

Natura Cosmeticos SA

151,000

2,281,271

Qualicorp SA (a)

101,300

1,002,343

Smiles SA

109,700

1,738,887

T4F Entretenimento SA (a)

175,450

254,457

Ultrapar Participacoes SA

50,700

1,073,135

TOTAL BRAZIL

18,657,534

British Virgin Islands - 0.2%

Mail.Ru Group Ltd. GDR (Reg. S) (a)

29,690

834,586

Common Stocks - continued

Shares

Value

Canada - 0.8%

First Quantum Minerals Ltd.

42,700

$ 824,299

Goldcorp, Inc.

66,500

1,533,131

Pan American Silver Corp.

75,200

825,696

Torex Gold Resources, Inc. (a)

373,600

490,372

TOTAL CANADA

3,673,498

Cayman Islands - 7.6%

58.com, Inc. ADR (d)

38,700

1,441,575

Alibaba Group Holding Ltd. sponsored ADR

17,000

1,510,450

Anta Sports Products Ltd.

912,000

1,858,096

Anton Oilfield Services Group

508,000

150,473

China Lodging Group Ltd. ADR (a)

69,254

1,784,676

China ZhengTong Auto Services Holdings Ltd.

2,144,700

1,253,976

Cimc Enric Holdings Ltd.

1,002,000

1,001,374

E-House China Holdings Ltd. ADR

99,700

949,144

Eurasia Drilling Co. Ltd. GDR (Reg. S)

45,625

1,295,750

GCL-Poly Energy Holdings Ltd. (a)

11,737,000

4,307,933

Greatview Aseptic Pack Co. Ltd.

1,382,000

907,706

Haitian International Holdings Ltd.

451,000

1,024,571

Hengan International Group Co. Ltd.

190,500

1,873,143

Hilong Holding Ltd.

2,475,000

1,051,855

Silergy Corp.

44,942

354,572

SINA Corp. (a)

20,350

837,199

Tencent Holdings Ltd.

490,800

7,303,815

Tingyi (Cayman Islands) Holding Corp.

970,000

2,548,407

Uni-President China Holdings Ltd.

2,202,400

2,201,024

Xueda Education Group sponsored ADR

98,800

287,508

Yingde Gases Group Co. Ltd.

1,035,500

978,843

TOTAL CAYMAN ISLANDS

34,922,090

Chile - 0.9%

Embotelladora Andina SA ADR

12,200

197,030

Empresa Nacional de Electricidad SA

758,093

1,107,734

Inversiones La Construccion SA

105,129

1,407,754

Vina Concha y Toro SA

719,676

1,402,837

TOTAL CHILE

4,115,355

China - 6.5%

Anhui Conch Cement Co. Ltd. (H Shares)

350,000

1,117,858

BBMG Corp. (H Shares)

1,437,000

995,648

China Life Insurance Co. Ltd. (H Shares)

1,742,300

4,842,855

China Pacific Insurance Group Co. Ltd. (H Shares)

1,045,700

3,676,518

China Petroleum & Chemical Corp. (H Shares)

1,818,000

1,590,101

Common Stocks - continued

Shares

Value

China - continued

China Suntien Green Energy Corp. Ltd. (H Shares)

2,944,850

$ 735,753

China Telecom Corp. Ltd. (H Shares)

5,655,100

3,466,683

Industrial & Commercial Bank of China Ltd. (H Shares)

9,894,000

6,183,817

Maanshan Iron & Steel Ltd. (H Shares) (a)

4,582,000

997,261

PetroChina Co. Ltd.:

(H Shares)

658,000

843,328

sponsored ADR (d)

3,500

449,785

PICC Property & Casualty Co. Ltd. (H Shares)

2,103,400

3,727,411

Sinopec Engineering Group Co. Ltd. (H Shares) (e)

1,055,000

1,137,221

TOTAL CHINA

29,764,239

Colombia - 0.6%

BanColombia SA sponsored ADR

49,410

2,802,535

Denmark - 1.1%

Auriga Industries A/S Series B (a)

29,108

1,513,791

Vestas Wind Systems A/S (a)

94,800

3,706,072

TOTAL DENMARK

5,219,863

Egypt - 0.3%

Citadel Capital Corp. (a)

2,009,300

1,216,812

France - 0.2%

Technip SA

8,870

746,249

Greece - 0.5%

National Bank of Greece SA (a)

624,300

1,826,064

Public Power Corp. of Greece (a)

52,940

628,539

TOTAL GREECE

2,454,603

Hong Kong - 2.2%

China Power International Development Ltd.

2,735,500

1,268,254

China Resources Power Holdings Co. Ltd.

439,320

1,185,310

China Unicom Ltd.

1,134,990

1,702,196

CNOOC Ltd.

936,000

1,614,197

CNOOC Ltd. sponsored ADR (d)

2,700

465,858

Far East Horizon Ltd.

1,912,100

1,711,443

Sinotruk Hong Kong Ltd.

1,759,500

953,978

Techtronic Industries Co. Ltd.

446,000

1,289,490

TOTAL HONG KONG

10,190,726

India - 8.0%

Adani Ports & Special Economic Zone

332,154

1,488,365

Axis Bank Ltd. (a)

817,997

5,001,729

Bharti Airtel Ltd. (a)

399,592

2,614,057

Common Stocks - continued

Shares

Value

India - continued

Bharti Infratel Ltd.

600,584

$ 2,857,961

Eicher Motors Ltd.

12,968

2,506,505

Grasim Industries Ltd.

29,828

1,789,090

ITC Ltd. (a)

558,408

3,337,466

JK Cement Ltd.

118,361

1,063,319

LIC Housing Finance Ltd.

213,355

1,121,199

Lupin Ltd.

105,187

2,489,794

MindTree Consulting Ltd.

32,895

625,796

Petronet LNG Ltd. (a)

605,053

1,836,454

Phoenix Mills Ltd.

275,930

1,509,062

Power Grid Corp. of India Ltd.

431,652

942,540

SREI Infrastructure Finance Ltd.

1,300,015

995,895

State Bank of India

36,622

1,446,019

Tata Consultancy Services Ltd.

28,753

1,270,350

Tech Mahindra Ltd.

40,737

1,637,438

Yes Bank Ltd.

205,380

1,861,275

TOTAL INDIA

36,394,314

Indonesia - 2.0%

PT AKR Corporindo Tbk

3,127,900

1,399,020

PT Bakrieland Development Tbk (a)

59,869,600

245,669

PT Bank Rakyat Indonesia Tbk

4,248,500

3,634,847

PT Kalbe Farma Tbk

12,054,900

1,681,849

PT Telkomunikasi Indonesia Tbk sponsored ADR

43,928

2,112,937

TOTAL INDONESIA

9,074,322

Israel - 0.5%

Bezeq The Israeli Telecommunication Corp. Ltd.

1,420,400

2,453,241

Kenya - 0.3%

Equity Bank Ltd. (a)

2,408,500

1,389,001

Korea (South) - 17.3%

AMOREPACIFIC Group, Inc.

2,864

3,173,625

Daewoo International Corp.

193,256

6,878,774

E-Mart Co. Ltd.

12,533

2,738,382

Fila Korea Ltd.

15,603

1,745,252

Hana Financial Group, Inc.

108,617

3,963,936

Hankook Shell Oil Co. Ltd.

1,665

877,520

Hyundai Industrial Development & Construction Co.

64,993

2,630,647

Hyundai Mobis

19,178

4,672,019

KB Financial Group, Inc.

83,521

3,045,700

KEPCO Plant Service & Engineering Co. Ltd.

11,256

891,987

Korea Electric Power Corp.

45,061

2,048,636

Common Stocks - continued

Shares

Value

Korea (South) - continued

Korea Zinc Co. Ltd.

3,777

$ 1,396,303

Korean Reinsurance Co.

244,302

2,616,818

KT&G Corp.

1,747

156,492

LG Chemical Ltd.

9,235

2,236,639

LG Corp.

31,959

2,326,604

NAVER Corp.

7,726

5,910,121

Oci Co. Ltd. (a)

6,495

800,370

Samsung C&T Corp.

34,885

2,499,935

Samsung Electronics Co. Ltd.

17,572

19,721,552

Seoul Semiconductor Co. Ltd.

31,100

706,048

Shinhan Financial Group Co. Ltd.

108,771

5,010,921

SK Hynix, Inc. (a)

33,297

1,475,553

SK Telecom Co. Ltd. sponsored ADR (d)

50,830

1,542,182

TOTAL KOREA (SOUTH)

79,066,016

Luxembourg - 0.1%

Globant SA (a)

30,451

428,446

Mexico - 5.9%

America Movil S.A.B. de CV Series L sponsored ADR

227,620

5,736,024

CEMEX S.A.B. de CV sponsored ADR (d)

165,021

2,151,874

El Puerto de Liverpool S.A.B. de CV Class C

161,200

1,860,632

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

38,500

3,543,925

Grupo Aeroportuario del Pacifico SA de CV Series B

211,400

1,427,487

Grupo Aeroportuario Norte S.A.B. de CV

148,900

654,448

Grupo Comercial Chedraui S.A.B. de CV

600,100

2,117,028

Grupo Financiero Banorte S.A.B. de CV Series O

500,400

3,196,032

Grupo Televisa SA de CV (CPO) sponsored ADR

149,500

5,065,060

Macquarie Mexican (REIT)

725,100

1,276,841

TOTAL MEXICO

27,029,351

Netherlands - 0.0%

Fugro NV (Certificaten Van Aandelen)

100

3,027

Nigeria - 2.0%

Guaranty Trust Bank PLC

5,918,283

1,074,574

Guaranty Trust Bank PLC GDR (Reg. S)

251,374

2,262,366

Transnational Corp. of Nigeria PLC

21,631,481

765,716

Zenith Bank PLC

32,286,689

4,827,732

TOTAL NIGERIA

8,930,388

Common Stocks - continued

Shares

Value

Norway - 0.4%

Statoil ASA

57,900

$ 1,576,373

TGS Nopec Geophysical Co. ASA

290

7,380

TOTAL NORWAY

1,583,753

Philippines - 2.4%

Alliance Global Group, Inc.

3,926,400

2,271,110

LT Group, Inc.

3,335,700

1,160,631

Metropolitan Bank & Trust Co.

1,494,272

2,885,491

PNOC Energy Development Corp.

4,997,500

899,439

Robinsons Land Corp.

7,311,350

3,960,653

TOTAL PHILIPPINES

11,177,324

Poland - 0.8%

Cyfrowy Polsat SA

207,071

1,730,100

Powszechny Zaklad Ubezpieczen SA

11,550

1,679,879

TOTAL POLAND

3,409,979

Puerto Rico - 0.1%

Popular, Inc. (a)

16,200

476,847

Romania - 0.1%

SNGN Romgaz SA GDR (e)

30,151

302,113

Russia - 2.8%

Bashneft OJSC rights 12/31/99 (a)

884

0

E.ON Russia JSC (a)

16,180,200

1,020,538

Gazprom OAO sponsored:

ADR

92,201

643,563

ADR (Reg. S)

334,600

2,355,584

LUKOIL Oil Co. sponsored ADR (United Kingdom)

23,000

1,173,000

Mobile TeleSystems OJSC (a)

196,550

1,468,229

NOVATEK OAO GDR (Reg. S)

9,000

937,800

Sberbank (Savings Bank of the Russian Federation) (a)

2,257,594

4,284,297

TMK OAO GDR (Reg. S)

86,200

784,420

TOTAL RUSSIA

12,667,431

Singapore - 0.7%

Ezion Holdings Ltd.

646,280

916,961

First Resources Ltd.

1,519,000

2,381,438

TOTAL SINGAPORE

3,298,399

South Africa - 5.2%

Alexander Forbes Group Holding (a)

941,332

684,135

Aspen Pharmacare Holdings Ltd.

104,700

3,122,603

Common Stocks - continued

Shares

Value

South Africa - continued

Barclays Africa Group Ltd.

111,621

$ 1,524,818

Bidvest Group Ltd.

91,248

2,311,376

Blue Label Telecoms Ltd.

544,700

440,288

Impala Platinum Holdings Ltd. (a)

117,300

904,487

JSE Ltd.

111,300

971,566

Life Healthcare Group Holdings Ltd.

479,600

1,893,278

MTN Group Ltd.

243,510

5,143,542

Naspers Ltd. Class N

63,400

6,995,901

TOTAL SOUTH AFRICA

23,991,994

Taiwan - 7.0%

Cathay Financial Holding Co. Ltd.

1,357,150

2,210,611

E.SUN Financial Holdings Co. Ltd.

1,943,086

1,178,499

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,606,782

5,070,712

MediaTek, Inc.

269,000

3,983,711

Taiwan Fertilizer Co. Ltd.

747,600

1,236,170

Taiwan Semiconductor Manufacturing Co. Ltd.

2,861,869

11,393,282

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

179,280

3,617,870

Unified-President Enterprises Corp.

1,614,982

2,803,125

Universal Cement Corp.

686,780

601,666

Voltronic Power Technology Corp.

150

1,179

Yuanta Financial Holding Co. Ltd.

49,475

24,396

TOTAL TAIWAN

32,121,221

Thailand - 1.2%

Kasikornbank PCL (For. Reg.)

445,500

3,215,515

Shin Corp. PLC NVDR

285,700

638,903

Thai Union Frozen Products PCL (For. Reg.)

703,900

1,606,681

TOTAL THAILAND

5,461,099

Turkey - 1.4%

Aygaz A/S

154,400

630,744

Tupras Turkiye Petrol Rafinelleri A/S

67,358

1,353,640

Turkcell Iletisim Hizmet A/S (a)

21,000

109,779

Turkcell Iletisim Hizmet A/S sponsored ADR (a)

92,220

1,211,771

Turkiye Garanti Bankasi A/S

590,200

2,074,414

Turkiye Halk Bankasi A/S

201,300

1,211,399

TOTAL TURKEY

6,591,747

United Arab Emirates - 0.3%

First Gulf Bank PJSC

284,087

1,450,232

Common Stocks - continued

Shares

Value

United Kingdom - 0.8%

Antofagasta PLC

58,300

$ 681,439

BG Group PLC

81,100

1,497,175

Cairn Energy PLC (a)

447,307

1,279,893

UBS AG London Branch warrants 6/29/15 (a)

40,400

127,745

TOTAL UNITED KINGDOM

3,586,252

United States of America - 1.3%

Cognizant Technology Solutions Corp. Class A (a)

76,108

3,407,355

Facebook, Inc. Class A (a)

32,639

2,579,787

TOTAL UNITED STATES OF AMERICA

5,987,142

TOTAL COMMON STOCKS

(Cost $370,438,958)


404,864,782

Nonconvertible Preferred Stocks - 8.4%

 

 

 

 

Brazil - 6.3%

Ambev SA sponsored ADR

221,200

1,448,860

Banco do Estado Rio Grande do Sul SA

438,200

2,631,617

Braskem SA (PN-A)

233,800

1,547,364

Companhia Paranaense de Energia-Copel:

(PN-B)

3,760

51,214

(PN-B) sponsored (d)

53,110

726,014

Gerdau SA sponsored ADR (d)

357,700

1,716,960

Itau Unibanco Holding SA sponsored ADR

536,690

7,449,257

Marcopolo SA (PN)

838,200

1,362,899

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored (non-vtg.)

20,700

308,223

sponsored ADR

331,460

4,703,417

TIM Participacoes SA sponsored ADR

50,820

1,331,484

Vale SA (PN-A) sponsored ADR

599,700

5,823,087

TOTAL BRAZIL

29,100,396

Chile - 0.2%

Embotelladora Andina SA Class A

293,454

804,555

Korea (South) - 1.7%

Hyundai Motor Co. Series 2

25,145

2,860,230

Samsung Electronics Co. Ltd.

2,114

1,799,490

Samsung Fire & Marine Insurance Co. Ltd.

14,408

2,977,339

TOTAL KOREA (SOUTH)

7,637,059

Nonconvertible Preferred Stocks - continued

Shares

Value

Russia - 0.2%

Bashneft OJSC (a)

6,539

$ 130,665

Surgutneftegas (a)

1,039,300

712,977

TOTAL RUSSIA

843,642

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $41,515,278)


38,385,652

Government Obligations - 0.0%

 

Principal Amount

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.02% 10/9/14 to 12/4/14 (f)
(Cost $49,999)

$ 50,000


49,999

Money Market Funds - 3.7%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

11,699,935

11,699,935

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

5,108,675

5,108,675

TOTAL MONEY MARKET FUNDS

(Cost $16,808,610)


16,808,610

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $428,812,845)

460,109,043

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(2,673,446)

NET ASSETS - 100%

$ 457,435,597

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

21 NYSE E-mini MSCI EAFE Index Contracts (United States)

Dec. 2014

$ 1,052,835

$ (69,317)

 

The face value of futures purchased as a percentage of net assets is 0.2%

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,439,334 or 0.3% of net assets.

(f) 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 $49,999.

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

$ 10,046

Fidelity Securities Lending Cash Central Fund

35,065

Total

$ 45,111

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of September 30, 2014, 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 tables belows, 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

$ 37,658,877

$ 37,658,877

$ -

$ -

Consumer Staples

37,876,858

37,876,858

-

-

Energy

39,595,429

31,630,613

7,964,816

-

Financials

120,598,774

91,350,878

29,247,896

-

Health Care

10,189,867

7,700,073

2,489,794

-

Industrials

39,644,876

39,644,876

-

-

Information Technology

80,217,641

61,520,544

18,697,097

-

Materials

34,570,161

32,781,071

1,789,090

-

Telecommunication Services

32,388,989

29,108,785

3,280,204

-

Utilities

10,508,962

7,439,788

3,069,174

-

Government Obligations

49,999

-

49,999

-

Money Market Funds

16,808,610

16,808,610

-

-

Total Investments in Securities:

$ 460,109,043

$ 393,520,973

$ 66,588,070

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (69,317)

$ (69,317)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 20,514,767

Level 2 to Level 1

$ 1,232,051

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of September 30, 2014. 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

Equity Risk

Futures Contracts (a)

$ -

$ (69,317)

Total Value of Derivatives

$ -

$ (69,317)

(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.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,932,271) - See accompanying schedule:

Unaffiliated issuers (cost $412,004,235)

$ 443,300,433

 

Fidelity Central Funds (cost $16,808,610)

16,808,610

 

Total Investments (cost $428,812,845)

 

$ 460,109,043

Cash

 

160,409

Foreign currency held at value (cost $1,958,682)

1,959,997

Receivable for investments sold

4,568,652

Receivable for fund shares sold

125,362

Dividends receivable

573,565

Distributions receivable from Fidelity Central Funds

4,289

Receivable for daily variation margin for derivative instruments

1,155

Other receivables

173,649

Total assets

467,676,121

 

 

 

Liabilities

Payable for investments purchased

$ 4,684,969

Payable for fund shares redeemed

235,097

Other payables and accrued expenses

211,783

Collateral on securities loaned, at value

5,108,675

Total liabilities

10,240,524

 

 

 

Net Assets

$ 457,435,597

Net Assets consist of:

 

Paid in capital

$ 426,362,151

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

31,073,446

Net Assets, for 2,155,195 shares outstanding

$ 457,435,597

Net Asset Value, offering price and redemption price per share ($457,435,597 ÷ 2,155,195 shares)

$ 212.25

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 6,894,575

Interest

 

62

Income from Fidelity Central Funds

 

45,111

Income before foreign taxes withheld

 

6,939,748

Less foreign taxes withheld

 

(803,788)

Total income

 

6,135,960

 

 

 

Expenses

Custodian fees and expenses

$ 411,792

Independent directors' compensation

1,065

Total expenses before reductions

412,857

Expense reductions

(2,758)

410,099

Net investment income (loss)

5,725,861

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,853,137

Foreign currency transactions

(152,991)

Futures contracts

20,407

Total net realized gain (loss)

 

6,720,553

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $72,930)

(2,522,897)

Assets and liabilities in foreign currencies

(13,602)

Futures contracts

(60,737)

Total change in net unrealized appreciation (depreciation)

 

(2,597,236)

Net gain (loss)

4,123,317

Net increase (decrease) in net assets resulting from operations

$ 9,849,178

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,725,861

$ 10,350,675

Net realized gain (loss)

6,720,553

(12,158,331)

Change in net unrealized appreciation (depreciation)

(2,597,236)

5,659,864

Net increase (decrease) in net assets resulting
from operations

9,849,178

3,852,208

Distributions to partners from net investment income

(5,449,955)

(10,195,667)

Affiliated share transactions
Proceeds from sales of shares

254,389,112

512,065,644

Reinvestment of distributions

5,449,554

10,171,475

Cost of shares redeemed

(14,069,000)

(530,139,174)

Net increase (decrease) in net assets resulting from share transactions

245,769,666

(7,902,055)

Total increase (decrease) in net assets

250,168,889

(14,245,514)

 

 

 

Net Assets

Beginning of period

207,266,708

221,512,222

End of period

$ 457,435,597

$ 207,266,708

Other Affiliated Information

Shares

Sold

1,153,561

2,600,483

Issued in reinvestment of distributions

25,231

51,539

Redeemed

(66,980)

(2,741,389)

Net increase (decrease)

1,111,812

(89,367)

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 198.65

$ 195.55

$ 166.54

$ 204.65

$ 169.41

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  4.39

  4.54

  4.14

  3.61

  3.41

Net realized and unrealized gain (loss)

  12.94

  3.55 E

  28.97

  (38.40)

  34.39

Total from investment operations

  17.33

  8.09

  33.11

  (34.79)

  37.80

Distributions to partners from net investment income

  (3.73)

  (4.99)

  (4.10)

  (3.32)

  (2.56)

Net asset value, end of period

$ 212.25

$ 198.65

$ 195.55

$ 166.54

$ 204.65

Total ReturnA

  8.72%

  4.21%

  20.04%

  (17.34)%

  22.50%

Ratios to Average Net AssetsC, F

 

 

 

 

 

Expenses before reductions

  .15%

  .13%

  .16%

  .12%

  .12%

Expenses net of fee waivers, if any

  .15%

  .13%

  .16%

  .12%

  .12%

Expenses net of all reductions

  .15%

  .13%

  .16%

  .12%

  .12%

Net investment income (loss)

  2.07%

  2.24%

  2.19%

  1.67%

  1.86%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 457,436

$ 207,267

$ 221,512

$ 250,684

$ 394,562

Portfolio turnover rateD

  84%

  183%

  103%

  126%

  104%

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.

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

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F 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.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

Fidelity Emerging Markets Equity Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each fund, in accordance with the Partnership Agreement. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

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.

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%.

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 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

Annual Report

3. Significant Accounting Policies - continued

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. In accordance with valuation policies and procedures approved by the Board of Directors (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. 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. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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 other 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 September 30, 2014, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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 Partners. No provision has been made for U.S. Federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; 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. A fund's federal income

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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.

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

Gross unrealized appreciation

$ 49,092,582

Gross unrealized depreciation

(20,942,389)

Net unrealized appreciation (depreciation) on securities

$ 28,150,193

 

 

Tax Cost

$ 431,958,850

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.

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. 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 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.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

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

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.

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 stock market.

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

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

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $20,407 and a change in net unrealized appreciation (depreciation) of $(60,737) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $466,471,274 and $229,809,576, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc.( the investment adviser), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with the investment adviser, FMR pays the investment adviser a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $3,155 for the period.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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

Annual Report

7. Security Lending - continued

obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $35,065. During the period there were no securities loaned to FCM.

8. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $1,065.

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 $1,693.

9. Other.

The Fund's organizational documents provide former and current directors 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, mutual funds managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Shareholders of Fidelity Emerging Markets Equity Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Markets Equity Central Fund (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Markets Equity Central Fund as of September 30, 2014, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 12, 2014

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and officers of the Fidelity Central Investment Portfolios LLC 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 James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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. James C. Curvey 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. Ned C. Lautenbach 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 equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. 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, Audit, and Compliance Committees. In addition, the Independent Trustees have 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. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. 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 FMR'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."

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Directors and Officers (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 Trustees*:

Correspondence intended for each 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+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

+ 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

Directors and Officers (Trustees and Officers) - continued

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+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2004

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2004

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ 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.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2004

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

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 (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves as a Director and Chief Compliance Officer of Fidelity Management & Research (U.K.) Inc. (2013-present) and is an employee of Fidelity Investments.

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy 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: 2010

Assistant 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. (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: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), 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). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

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 FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and 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) (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: 2012

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

Deputy 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.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

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. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Markets Equity Central Fund

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract with FMR Co., Inc. (FMRC) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and the fact that no fee is payable under the management contract was fair and reasonable. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMRC and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts, as the fund is not publicly offered as a stand-alone investment product. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, Fidelity pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

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

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

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Fidelity® International Equity
Central Fund

Annual Report

September 30, 2014

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. © 2014 FMR LLC. All rights reserved.

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.

INTCEN-ANN-1114
1.859208.106


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® International Equity Central Fund

4.24%

6.88%

-0.63%

A From December 10, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Equity Central Fund on December 10, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.

fgr1029472

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stock markets underperformed domestic equities for the 12 months ending September 30, 2014, amid renewed global economic concerns and foreign-exchange weakness, given a firming U.S. dollar. The MSCI ACWI (All Country World Index) ex USA Index rose 4.90%, versus 19.73% for the S&P 500® Index. From a geographic perspective, Canada (+12%) boasted strong performance propelled by an improving economy, low volatility and rising corporate profits. The U.K. (+6%) and Europe (+6%) also outperformed for the full year, entirely due to strong results in the first half of the period when observed economic stabilization fueled positive sentiment and interest rates were ultra low. Europe declined in the latter half of the period, however, partly due to perceived risk to the region's trade relationship with Russia amid fighting in Ukraine. Asia-Pacific ex Japan (+4%) performed roughly in line with the international index, partly impeded by mining-industry malaise in Australia (-1%) and currency headwinds generally. Elsewhere, emerging markets (+4%) saw mixed performance. Results were strongest across markets in emerging Asia, particularly India (+38%), which benefited from optimism that the pro-business government under Narendra Modi would revive the country's economy. Lastly, Japan (+1%) lagged as exports and domestic consumption fell following a national sales tax increase in April.

Comments from Doug Chow and Jeffrey Stevens, two of the Co-Portfolio Managers of Fidelity® International Equity Central Fund: For the year, the fund advanced 4.24%, modestly lagging the 4.39% gain of the MSCI EAFE Index. Versus the index, picks in consumer discretionary and materials hurt the most, whereas stock selection in information technology and positioning in consumer staples helped performance. On a geographic basis, selections in Europe - including in the U.K. - were detrimental. Conversely, picks in emerging markets were additive. Among individual stocks, overweighting U.K. bank Standard Chartered hurt the most, as shares fell when the bank faced U.S. fines over its failures to block money laundering. Largely avoiding two strong-performing pharmaceuticals names and benchmark components, Switzerland-based Novartis and Novo Nordisk, located in Denmark, also hurt results. On the flip side, a non-index stake in Netherlands-based AerCap Holdings was the fund's biggest relative contributor. The stock benefited from the integrated aviation company's better-than-expected second-quarter financial results. Two pharma stocks also lifted the fund's results: an overweighting in Japan's Astellas Pharma and an out-of benchmark position in AbbVie.

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 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 (April 1, 2014 to September 30, 2014).

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. 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 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. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2014

Ending
Account Value
September 30, 2014

Expenses Paid
During Period
*
April 1, 2014
to September 30, 2014

Actual

.0108%

$ 1,000.00

$ 969.90

$ .05

HypotheticalA

 

$ 1,000.00

$ 1,025.01

$ .05

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of September 30, 2014

fgr1029438

United Kingdom 21.3%

 

fgr1029440

Japan 15.9%

 

fgr1029442

France 8.9%

 

fgr1029444

Germany 7.7%

 

fgr1029446

Switzerland 7.3%

 

fgr1029448

United States of America* 7.2%

 

fgr1029450

Australia 5.1%

 

fgr1029452

Netherlands 3.5%

 

fgr1029454

Belgium 2.9%

 

fgr1029456

Other 20.2%

 

fgr1029485

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of March 31, 2014

fgr1029438

United Kingdom 20.6%

 

fgr1029440

Japan 14.9%

 

fgr1029442

France 8.4%

 

fgr1029444

Germany 7.3%

 

fgr1029446

United States of America* 7.2%

 

fgr1029448

Switzerland 6.2%

 

fgr1029450

Australia 5.0%

 

fgr1029452

Netherlands 4.0%

 

fgr1029454

Belgium 3.1%

 

fgr1029456

Other 23.3%

 

fgr1029497

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.3

97.9

Short-Term Investments and Net Other Assets (Liabilities)

1.7

2.1

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.0

2.1

Total SA (France, Oil, Gas & Consumable Fuels)

1.7

2.0

Standard Chartered PLC (United Kingdom) (United Kingdom, Banks)

1.5

1.6

KBC Groupe SA (Belgium, Banks)

1.4

1.5

Nestle SA (Switzerland, Food Products)

1.4

1.4

Prudential PLC (United Kingdom, Insurance)

1.3

1.2

Commonwealth Bank of Australia (Australia, Banks)

1.2

1.2

Bayer AG (Germany, Pharmaceuticals)

1.2

1.3

Siemens AG (Germany, Industrial Conglomerates)

1.1

1.2

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

1.1

0.9

 

13.9

Market Sectors as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.3

25.1

Industrials

11.6

12.1

Health Care

11.3

10.4

Consumer Staples

11.1

11.0

Consumer Discretionary

10.5

11.2

Materials

7.6

8.0

Energy

6.4

6.8

Information Technology

5.8

4.5

Telecommunication Services

4.9

5.1

Utilities

3.7

3.7

Annual Report


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 5.1%

Australia & New Zealand Banking Group Ltd.

1,131,149

$ 30,622,472

BHP Billiton Ltd.

926,105

27,295,561

Commonwealth Bank of Australia

514,923

33,943,806

CSL Ltd.

186,385

12,103,757

Magellan Financial Group Ltd. (d)

841,717

9,307,872

Spotless Group Holdings Ltd.

5,022,935

7,960,074

Westfield Corp. unit

1,702,788

11,107,026

Woodside Petroleum Ltd.

351,786

12,505,053

TOTAL AUSTRALIA

144,845,621

Austria - 0.3%

Andritz AG

158,600

8,457,499

Bailiwick of Jersey - 0.5%

Regus PLC

2,314,900

6,368,502

UBM PLC

936,800

8,853,982

TOTAL BAILIWICK OF JERSEY

15,222,484

Belgium - 2.9%

Anheuser-Busch InBev SA NV

251,916

27,936,946

Arseus NV

118,600

5,749,237

KBC Ancora (a)

122,100

3,666,543

KBC Groupe SA (a)

753,491

40,128,296

Melexis NV

127,600

5,817,257

TOTAL BELGIUM

83,298,279

Bermuda - 1.0%

Cheung Kong Infrastructure Holdings Ltd.

711,000

4,990,373

Hongkong Land Holdings Ltd.

1,305,000

8,874,000

Kosmos Energy Ltd. (a)

195,500

1,947,180

Oriental Watch Holdings Ltd.

6,224,000

1,402,732

Vostok Nafta Investment Ltd. SDR (a)

1,546,679

9,816,782

TOTAL BERMUDA

27,031,067

British Virgin Islands - 1.0%

Luxoft Holding, Inc. (a)(d)

167,400

6,227,280

Mail.Ru Group Ltd. GDR (Reg. S) (a)

481,800

13,543,398

Michael Kors Holdings Ltd. (a)

100,000

7,139,000

TOTAL BRITISH VIRGIN ISLANDS

26,909,678

Canada - 1.8%

First Quantum Minerals Ltd.

1,001,100

19,325,668

Imperial Oil Ltd.

339,300

16,029,611

Common Stocks - continued

Shares

Value

Canada - continued

Suncor Energy, Inc.

150,800

$ 5,457,319

West Fraser Timber Co. Ltd.

197,200

9,640,341

TOTAL CANADA

50,452,939

Cayman Islands - 0.7%

Alibaba Group Holding Ltd. sponsored ADR

59,400

5,277,690

Lifestyle International Holdings Ltd.

3,546,500

6,668,371

Value Partners Group Ltd.

11,909,000

8,696,115

TOTAL CAYMAN ISLANDS

20,642,176

Denmark - 0.5%

Pandora A/S

192,600

15,101,333

Finland - 1.6%

Amer Group PLC (A Shares)

482,900

9,703,936

Nokia Corp. (d)

1,097,900

9,322,358

Sampo Oyj (A Shares)

344,300

16,698,936

Tikkurila Oyj

521,500

10,881,403

TOTAL FINLAND

46,606,633

France - 8.9%

Air Liquide SA (d)

199,980

24,392,108

Atos Origin SA

89,720

6,501,217

Carrefour SA

338,403

10,454,691

Christian Dior SA

113,000

18,939,561

GDF Suez

500,200

12,547,103

Hermes International SCA

21,800

6,518,791

Ipsos SA

325,702

8,311,891

Kering SA

48,900

9,860,486

L'Oreal SA

60,200

9,557,676

Orange SA

816,500

12,184,311

Publicis Groupe SA (a)

231,670

15,909,249

Renault SA

111,800

8,098,336

Rexel SA

521,300

9,728,273

Societe Generale Series A

491,400

25,087,189

Suez Environnement SA

276,021

4,669,876

Tarkett SA

128,334

3,434,735

Total SA

368,600

23,868,362

Total SA sponsored ADR (d)

393,300

25,348,185

VINCI SA

320,494

18,622,822

TOTAL FRANCE

254,034,862

Common Stocks - continued

Shares

Value

Germany - 6.7%

adidas AG

201,500

$ 15,079,396

Bayer AG

239,800

33,589,325

Beiersdorf AG

138,500

11,570,031

Continental AG

45,200

8,600,587

Daimler AG (Germany)

155,967

11,963,453

Deutsche Annington Immobilien SE

751,700

21,818,009

Deutsche Telekom AG

1,002,700

15,177,421

E.ON AG

604,422

11,065,703

GEA Group AG

319,023

13,919,631

RWE AG

199,500

7,774,796

SAP AG (d)

105,791

7,634,897

Siemens AG

273,639

32,560,864

TOTAL GERMANY

190,754,113

Hong Kong - 1.8%

AIA Group Ltd.

4,158,000

21,499,926

Dah Sing Financial Holdings Ltd.

1,424,000

8,656,033

Hysan Development Co. Ltd.

1,951,000

9,020,252

PCCW Ltd.

8,737,000

5,490,970

Power Assets Holdings Ltd.

758,000

6,701,572

TOTAL HONG KONG

51,368,753

India - 0.4%

Housing Development Finance Corp. Ltd.

640,744

10,916,130

Indonesia - 0.9%

PT Bank Central Asia Tbk

10,086,500

10,823,224

PT Bank Danamon Indonesia Tbk Series A

16,235,000

5,202,928

PT Indocement Tunggal Prakarsa Tbk

4,551,100

8,048,929

TOTAL INDONESIA

24,075,081

Ireland - 2.2%

Actavis PLC (a)

45,500

10,978,240

C&C Group PLC

1,764,100

9,373,812

Greencore Group PLC

1,734,154

6,578,498

James Hardie Industries PLC CDI

1,046,121

10,963,697

Perrigo Co. PLC

55,100

8,275,469

Ryanair Holdings PLC sponsored ADR (a)

303,900

17,149,077

TOTAL IRELAND

63,318,793

Common Stocks - continued

Shares

Value

Israel - 0.9%

Bezeq The Israeli Telecommunication Corp. Ltd.

3,052,800

$ 5,272,638

Teva Pharmaceutical Industries Ltd. sponsored ADR

360,700

19,387,625

TOTAL ISRAEL

24,660,263

Italy - 1.8%

Enel SpA

1,538,296

8,164,254

Eni SpA

137,700

3,267,101

Pirelli & C. SpA

469,100

6,493,764

Prysmian SpA

748,000

13,897,440

Telecom Italia SpA (a)

8,581,300

9,815,090

World Duty Free SpA (a)

780,248

8,918,705

TOTAL ITALY

50,556,354

Japan - 15.9%

AEON Mall Co. Ltd.

505,840

9,653,277

Ain Pharmaciez, Inc.

266,800

6,091,335

Astellas Pharma, Inc.

1,849,900

27,543,986

Broadleaf Co. Ltd.

317,000

5,104,372

Coca-Cola Central Japan Co. Ltd.

179,000

3,553,070

Daikin Industries Ltd.

191,400

11,863,571

East Japan Railway Co.

169,900

12,733,786

Hitachi Ltd.

1,890,000

14,432,414

Honda Motor Co. Ltd.

569,800

19,549,745

Iida Group Holdings Co. Ltd.

394,600

4,828,386

Japan Tobacco, Inc.

612,500

19,920,561

JSR Corp.

896,700

15,640,639

Keyence Corp.

23,600

10,256,613

Komatsu Ltd.

626,300

14,474,516

Lasertec Corp. (d)

220,000

2,675,906

Leopalace21 Corp. (a)

1,469,900

8,068,200

Mitsubishi Electric Corp.

1,587,000

21,133,472

Mitsui Fudosan Co. Ltd.

610,000

18,685,161

Murata Manufacturing Co. Ltd.

110,600

12,575,172

NEC Corp.

1,944,000

6,717,812

Nippon Telegraph & Telephone Corp.

185,300

11,491,247

Nitori Holdings Co. Ltd.

119,200

7,379,695

Nomura Holdings, Inc.

2,182,700

12,985,645

Nomura Real Estate Holdings, Inc.

472,700

8,120,053

OMRON Corp.

339,830

15,430,621

ORIX Corp.

2,173,700

29,986,853

Rakuten, Inc.

551,200

6,347,532

Seven & i Holdings Co., Ltd.

280,900

10,895,360

Common Stocks - continued

Shares

Value

Japan - continued

SoftBank Corp.

265,800

$ 18,565,836

Sumitomo Realty & Development Co. Ltd.

316,000

11,244,039

Tokio Marine Holdings, Inc.

467,700

14,509,681

Tokyo Gas Co. Ltd.

1,241,000

6,975,851

Toshiba Corp.

2,554,000

11,834,445

Toshiba Plant Systems & Services Corp.

522,100

8,787,751

Toyota Motor Corp.

456,200

26,842,437

VT Holdings Co. Ltd.

922,300

3,304,891

TOTAL JAPAN

450,203,931

Korea (South) - 0.5%

Samchully Co. Ltd.

24,451

3,522,965

Samsung Electronics Co. Ltd.

9,767

10,961,778

TOTAL KOREA (SOUTH)

14,484,743

Luxembourg - 0.4%

Eurofins Scientific SA

38,200

9,890,945

Netherlands - 3.5%

AerCap Holdings NV (a)

379,300

15,513,370

Airbus Group NV

288,500

18,153,906

ASML Holding NV (Netherlands)

165,811

16,423,345

Exact Holdings NV

140,600

4,972,375

ING Groep NV (Certificaten Van Aandelen) (a)

2,016,400

28,661,539

Royal DSM NV

230,424

14,218,614

TOTAL NETHERLANDS

97,943,149

New Zealand - 0.3%

A2 Milk Co. Ltd. (a)

4,088,607

1,851,227

Spark New Zealand Ltd.

2,927,491

6,787,477

TOTAL NEW ZEALAND

8,638,704

Norway - 0.6%

Statoil ASA

326,300

8,883,772

Telenor ASA

425,000

9,327,211

TOTAL NORWAY

18,210,983

Portugal - 0.2%

Energias de Portugal SA

1,228,152

5,359,456

South Africa - 0.2%

Metair Investment Ltd.

1,806,575

5,267,893

Spain - 0.6%

Criteria CaixaCorp SA

20,116

122,490

Common Stocks - continued

Shares

Value

Spain - continued

Gas Natural SDG SA

184,200

$ 5,423,160

Iberdrola SA

1,728,370

12,377,711

TOTAL SPAIN

17,923,361

Sweden - 2.0%

East Capital Explorer AB (a)(d)

1,053,858

6,805,679

Getinge AB (B Shares)

139,600

3,522,888

Lundin Petroleum AB (a)

201,100

3,402,759

Nordea Bank AB

1,588,000

20,664,246

Svenska Cellulosa AB (SCA) (B Shares)

417,400

9,954,897

Svenska Handelsbanken AB (A Shares)

291,000

13,691,034

TOTAL SWEDEN

58,041,503

Switzerland - 7.3%

Compagnie Financiere Richemont SA Series A

211,410

17,349,925

EFG International

401,788

4,044,394

Julius Baer Group Ltd.

412,390

18,509,387

Lonza Group AG

77,950

9,422,258

Nestle SA

520,448

38,248,259

Novartis AG

164,126

15,455,480

Roche Holding AG (participation certificate)

192,820

56,940,348

Syngenta AG (Switzerland)

62,799

19,885,036

UBS AG

1,641,230

28,529,222

TOTAL SWITZERLAND

208,384,309

United Kingdom - 21.3%

Aberdeen Asset Management PLC

2,430,700

15,781,820

Al Noor Hospitals Group PLC

361,700

5,969,246

AstraZeneca PLC (United Kingdom)

394,185

28,248,418

BG Group PLC

1,550,016

28,614,609

BHP Billiton PLC

458,736

12,688,918

BP PLC

1,539,037

11,258,574

Brit PLC

2,812,887

11,026,350

British American Tobacco PLC (United Kingdom)

562,100

31,674,673

Britvic PLC

712,400

7,714,780

BT Group PLC

2,865,600

17,577,616

Bunzl PLC

521,296

13,606,094

Diageo PLC

773,378

22,305,875

Exova Group Ltd. PLC (a)

1,103,735

3,158,150

GlaxoSmithKline PLC

1,338,400

30,574,603

Hikma Pharmaceuticals PLC

208,749

5,864,705

John Wood Group PLC

282,400

3,477,088

Lloyds Banking Group PLC (a)

23,932,400

29,773,562

Common Stocks - continued

Shares

Value

United Kingdom - continued

Meggitt PLC

1,963,842

$ 14,364,775

Michael Page International PLC

1,526,600

10,359,712

Mondi PLC

955,700

15,663,757

National Grid PLC

1,042,000

14,978,652

Prudential PLC

1,677,075

37,283,652

Rio Tinto PLC

461,351

22,606,145

Rolls-Royce Group PLC

1,330,770

20,807,909

Royal & Sun Alliance Insurance Group PLC

2,007,675

15,769,226

Royal Dutch Shell PLC Class A (United Kingdom)

834,268

31,886,063

SABMiller PLC

164,300

9,130,647

Scottish & Southern Energy PLC

153,600

3,852,164

St. James's Place Capital PLC

1,647,272

19,494,467

St. Modwen Properties PLC

2,251,800

13,397,355

Standard Chartered PLC:

(Hong Kong)

504,103

9,484,980

(United Kingdom)

2,366,965

43,763,326

The Weir Group PLC

236,530

9,593,934

Unilever PLC

173,899

7,279,054

Vodafone Group PLC

8,278,928

27,280,942

TOTAL UNITED KINGDOM

606,311,841

United States of America - 5.4%

AbbVie, Inc.

416,800

24,074,368

Accuray, Inc. (a)(d)

1,393,600

10,117,536

Akorn, Inc. (a)

62,400

2,263,248

Altria Group, Inc.

148,400

6,817,496

Amdocs Ltd.

124,400

5,707,472

Anadarko Petroleum Corp.

24,100

2,444,704

Chevron Corp.

44,600

5,321,672

Coca-Cola Enterprises, Inc.

138,700

6,152,732

Constellation Brands, Inc. Class A (sub. vtg.) (a)

82,100

7,155,836

Facebook, Inc. Class A (a)

84,400

6,670,976

Fossil Group, Inc. (a)

141,300

13,268,070

Kroger Co.

61,900

3,218,800

Lorillard, Inc.

114,100

6,835,731

Mead Johnson Nutrition Co. Class A

77,800

7,485,916

Molson Coors Brewing Co. Class B

109,700

8,166,068

Mondelez International, Inc.

151,800

5,201,427

Monster Beverage Corp. (a)

163,500

14,988,045

Common Stocks - continued

Shares

Value

United States of America - continued

United Technologies Corp.

143,300

$ 15,132,480

WhiteWave Foods Co. (a)

47,700

1,732,941

TOTAL UNITED STATES OF AMERICA

152,755,518

TOTAL COMMON STOCKS

(Cost $2,533,780,564)


2,761,668,394

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Germany - 1.0%

Porsche Automobil Holding SE (Germany)

111,600

8,942,273

Volkswagen AG

94,400

19,601,728

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $28,249,801)


28,544,001

Government Obligations - 0.0%

 

Principal
Amount

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.02% 10/9/14 to 10/23/14 (e)
(Cost $319,997)

$ 320,000


319,998

Money Market Funds - 2.1%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)

35,039,399

35,039,399

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

24,109,470

24,109,470

TOTAL MONEY MARKET FUNDS

(Cost $59,148,869)


59,148,869

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $2,621,499,231)

2,849,681,262

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(8,280,858)

NET ASSETS - 100%

$ 2,841,400,404

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

41 NYSE E-mini MSCI EAFE Index Contracts (United States)

Dec. 2014

$ 3,771,385

$ (115,015)

 

The face value of futures purchased as a percentage of net assets is 0.1%

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

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

(e) 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 $177,998.

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

$ 87,763

Fidelity Securities Lending Cash Central Fund

1,740,088

Total

$ 1,827,851

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of September 30, 2014, 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 tables 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

$ 300,246,148

$ 247,185,595

$ 46,392,182

$ 6,668,371

Consumer Staples

311,846,384

184,401,577

127,444,807

-

Energy

183,712,052

75,933,571

107,778,481

-

Financials

715,941,177

578,707,557

137,233,620

-

Health Care

319,971,682

188,752,833

131,218,849

-

Industrials

333,616,788

286,581,408

47,035,380

-

Information Technology

166,252,953

132,872,353

33,380,600

-

Materials

211,250,816

128,775,156

82,475,660

-

Telecommunication Services

138,970,759

26,878,296

112,092,463

-

Utilities

108,403,636

93,424,984

14,978,652

-

Government Obligations

319,998

-

319,998

-

Money Market Funds

59,148,869

59,148,869

-

-

Total Investments in Securities:

$ 2,849,681,262

$ 2,002,662,199

$ 840,350,692

$ 6,668,371

Derivative Instruments:

Liabilities

Futures Contracts

$ (115,015)

$ (115,015)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 66,924,313

Level 2 to Level 1

$ 253,452,407

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of September 30, 2014. 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

Equity Risk

Futures Contracts (a)

$ -

$ (115,015)

Total Value of Derivatives

$ -

$ (115,015)

(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.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $23,085,400) - See accompanying schedule:

Unaffiliated issuers (cost $2,562,350,362)

$ 2,790,532,393

 

Fidelity Central Funds (cost $59,148,869)

59,148,869

 

Total Investments (cost $2,621,499,231)

 

$ 2,849,681,262

Foreign currency held at value (cost $6,198)

4,258

Receivable for investments sold

9,524,391

Receivable for fund shares sold

807,638

Dividends receivable

11,947,322

Distributions receivable from Fidelity Central Funds

38,879

Total assets

2,872,003,750

 

 

 

Liabilities

Payable to custodian bank

$ 928,907

Payable for investments purchased

3,961,625

Payable for fund shares redeemed

1,437,136

Payable for daily variation margin for derivative instruments

410

Other payables and accrued expenses

165,798

Collateral on securities loaned, at value

24,109,470

Total liabilities

30,603,346

 

 

 

Net Assets

$ 2,841,400,404

Net Assets consist of:

 

Paid in capital

$ 2,613,648,857

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

227,751,547

Net Assets, for 35,906,719 shares outstanding

$ 2,841,400,404

Net Asset Value, offering price and redemption price per share ($2,841,400,404 ÷ 35,906,719 shares)

$ 79.13

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 80,048,236

Special dividends

 

25,072,730

Interest

 

652

Income from Fidelity Central Funds

 

1,827,851

Income before foreign taxes withheld

 

106,949,469

Less foreign taxes withheld

 

(6,435,295)

Total income

 

100,514,174

 

 

 

Expenses

Custodian fees and expenses

$ 342,698

Independent directors' compensation

12,410

Interest

748

Total expenses before reductions

355,856

Expense reductions

(12,410)

343,446

Net investment income (loss)

100,170,728

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $408,012)

153,232,023

Foreign currency transactions

(63,716)

Futures contracts

(2,220,750)

Total net realized gain (loss)

 

150,947,557

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $51,600)

(135,780,557)

Assets and liabilities in foreign currencies

(546,850)

Futures contracts

(91,421)

Total change in net unrealized appreciation (depreciation)

 

(136,418,828)

Net gain (loss)

14,528,729

Net increase (decrease) in net assets resulting from operations

$ 114,699,457

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
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 100,170,728

$ 52,053,832

Net realized gain (loss)

150,947,557

88,321,006

Change in net unrealized appreciation (depreciation)

(136,418,828)

259,382,420

Net increase (decrease) in net assets resulting
from operations

114,699,457

399,757,258

Distributions to partners from net investment income

(85,628,602)

(47,443,418)

Affiliated share transactions
Proceeds from sales of shares

435,026,118

979,019,652

Reinvestment of distributions

85,628,122

47,443,024

Cost of shares redeemed

(304,202,330)

(131,854,409)

Net increase (decrease) in net assets resulting from share transactions

216,451,910

894,608,267

Total increase (decrease) in net assets

245,522,765

1,246,922,107

 

 

 

Net Assets

Beginning of period

2,595,877,639

1,348,955,532

End of period

$ 2,841,400,404

$ 2,595,877,639

Other Affiliated Information

Shares

Sold

5,329,525

13,895,475

Issued in reinvestment of distributions

1,039,112

652,085

Redeemed

(3,718,585)

(1,855,318)

Net increase (decrease)

2,650,052

12,692,242

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 78.06

$ 65.60

$ 57.85

$ 66.23

$ 65.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.74E

  2.04

  2.08

  2.18

  1.64

Net realized and unrealized gain (loss)

  .64

  12.32

  7.65

  (8.56)

  .99

Total from investment operations

  3.38

  14.36

  9.73

  (6.38)

  2.63

Distributions to partners from net investment income

  (2.31)

  (1.90)

  (1.98)

  (2.00)

  (1.45)

Net asset value, end of period

$ 79.13

$ 78.06

$ 65.60

$ 57.85

$ 66.23

Total ReturnA

  4.24%

  22.15%

  17.06%

  (10.20)%

  4.21%

Ratios to Average Net AssetsC, F

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .02%

  .02%

  .03%

Expenses net of fee waivers, if any

  .01%

  .01%

  .02%

  .02%

  .03%

Expenses net of all reductions

  .01%

  .01%

  .02%

  .02%

  .03%

Net investment income (loss)

  3.34% E

  2.83%

  3.32%

  3.10%

  2.57%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,841,400

$ 2,595,878

$ 1,348,956

$ 1,484,633

$ 1,681,422

Portfolio turnover rateD

  67%

  69%

  82%

  117%

  90%

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.

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.69 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.50%.

F 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.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

Fidelity International Equity Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each fund, in accordance with the Partnership Agreement.

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.

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%.

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 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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. In accordance with valuation policies and procedures approved by the Board of Directors (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. 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. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of September 30, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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 Partners. No provision has been made for U.S. Federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; 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. A fund's federal income

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Gross unrealized appreciation

$ 338,242,144

Gross unrealized depreciation

(126,088,811)

Net unrealized appreciation (depreciation) on securities

$ 212,153,333

 

 

Tax Cost

$ 2,637,527,929

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. 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 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:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

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

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

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.

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 stock market.

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

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

During the period the Fund recognized net realized gain (loss) of $(2,220,750) and a change in net unrealized appreciation (depreciation) of $(91,421) related to its investment in futures contracts. These amount are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities,other than short-term securities, aggregated $2,155,785,000 and $1,952,046,497, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc.( the investment adviser), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with the investment adviser, FMR pays the investment adviser a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract,

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6. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser .Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $4,551 for the period.

Interfund Lending Program. 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, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 41,754,000

.32%

$ 748

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $ 14,176.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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 invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments

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Notes to Financial Statements - continued

7. Security Lending - continued

received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,740,088. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $12,410.

9. Other.

The Fund's organizational documents provide former and current directors 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, mutual funds managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity International Equity Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Equity Central Fund (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended September 30, 2010 were audited by other auditors whose report dated November 24, 2010 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Equity Central Fund as of September 30, 2014, 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 four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 13, 2014

Annual Report


Directors and Officers (Trustee and Officers)

The Trustees, Member of the Advisory Board, and officers of the Fidelity Central Investment Portfolios LLC 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 James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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

Directors and Officers (Trustee and Officers) - continued

Board Structure and Oversight Function. James C. Curvey 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. Ned C. Lautenbach 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 equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. 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, Audit, and Compliance Committees. In addition, the Independent Trustees have 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. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. 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 FMR'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 Trustees*:

Correspondence intended for each 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+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

+ 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

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+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2004

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2004

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ 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.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2004

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

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 (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves as a Director and Chief Compliance Officer of Fidelity Management & Research (U.K.) Inc. (2013-present) and is an employee of Fidelity Investments.

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy 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: 2010

Assistant 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. (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: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), 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). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

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 FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and 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) (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: 2012

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

Deputy 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.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

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. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Equity Central Fund

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract with FMR Co., Inc. (FMRC) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and the fact that no fee is payable under the management contract was fair and reasonable. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMRC and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts, as the fund is not publicly offered as a stand-alone investment product. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, Fidelity pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

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

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

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Fidelity® Equity Sector
Central Funds

Consumer Discretionary Central Fund

Consumer Staples Central Fund

Energy Central Fund

Financials Central Fund

Health Care Central Fund

Industrials Central Fund

Information Technology Central Fund

Materials Central Fund

Telecom Services Central Fund

Utilities Central Fund

Annual Report

September 30, 2014

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. © 2014 FMR LLC. All rights reserved.

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.

ESCIP-ANN-1114
1.831584.108


Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (April 1, 2014 to September 30, 2014).

Actual Expenses

The first line of the accompanying table for each 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 fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, each 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 fund provides information about hypothetical account values and hypothetical expenses based on a 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. In addition, each 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.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2014

Ending
Account Value
September 30, 2014

Expenses Paid
During Period
*
April 1, 2014
to September 30, 2014

Consumer Discretionary

.0028%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.40

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .01

Consumer Staples

.0043%

 

 

 

Actual

 

$ 1,000.00

$ 1,075.90

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

Energy

.0033%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.60

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

Financials

.0016%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.20

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.06

$ .01

Health Care

.0040%

 

 

 

Actual

 

$ 1,000.00

$ 1,117.60

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

Industrials

.0026%

 

 

 

Actual

 

$ 1,000.00

$ 993.00

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.06

$ .01

Information Technology

.0074%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.10

$ .04

HypotheticalA

 

$ 1,000.00

$ 1,025.03

$ .04

Materials

.0040%

 

 

 

Actual

 

$ 1,000.00

$ 1,005.50

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

Telecom Services

.0047%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.30

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.04

$ .02

Utilities

.0034%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.20

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

A 5% return per year before expenses

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

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). The fees and expenses of the underlying Money Market Central Funds in which each Fund invests are not included in each Fund's annualized expense ratio.

Annual Report

Fidelity® Consumer Discretionary Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® Consumer Discretionary Central Fund

10.03%

19.74%

11.15%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Consumer Discretionary Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fgr1029499

Annual Report

Fidelity Consumer Discretionary Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Peter Dixon, who became Portfolio Manager of Fidelity® Consumer Discretionary Central Fund on July 1, 2014: For the year, the fund gained 10.03%, underperforming the 10.85% return of its sector benchmark, the MSCI U.S. IMI Consumer Discretionary 25-50 Index, and the S&P 500®. The sector lagged the broad market, as stocks here underperformed after a long stretch of superior results. Retailers continued to struggle after a harsh winter, and the group reported weak year-to-date sales across the board. Intense industry competition hurt margins, dampening performance for many stocks in the MSCI index. Despite reductions in personal debt loads, multiple factors weighed on consumers' decisions whether to make discretionary purchases, including concern over rising interest rates, tepid wage growth and an uptick in inflation. Versus the MSCI index, the fund was hurt the most by an overweighting in general merchandise stores and picks in the movies & entertainment group. The largest individual detractor was an overweighting, on average, in off-price retailer Ross Stores. Early in the period, the stock fell on weak financial results, dampened by ongoing softness in retail foot traffic. The stock was not held at period end. Conversely, picks in apparel retail lifted results, including the fund's biggest relative contributor, Foot Locker, a major purveyor of athletic footwear. The firm reported consecutive quarters of earnings surprises on growing demand for specialty sneakers. Investors also liked management's consistent stock-repurchase program and Foot Locker's remodeled stores.

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

Fidelity Consumer Discretionary Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

The Walt Disney Co.

7.7

5.4

Home Depot, Inc.

6.0

0.0

Comcast Corp. Class A

4.7

0.0

priceline.com, Inc.

4.1

1.8

TJX Companies, Inc.

3.9

2.2

NIKE, Inc. Class B

3.9

2.1

L Brands, Inc.

3.6

0.0

DIRECTV

3.4

3.4

Starbucks Corp.

3.3

1.3

Time Warner Cable, Inc.

3.2

0.0

 

43.8

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Media 30.4%

 

fgr1029442

Specialty Retail 21.4%

 

fgr1029446

Hotels, Restaurants & Leisure 16.6%

 

fgr1029450

Textiles, Apparel &
Luxury Goods 10.4%

 

fgr1029454

Internet & Catalog Retail 6.3%

 

fgr1029456

All Others* 14.9%

 

fgr1029507

As of March 31, 2014

fgr1029438

Media 26.9%

 

fgr1029442

Specialty Retail 18.9%

 

fgr1029446

Hotels, Restaurants & Leisure 17.3%

 

fgr1029450

Textiles, Apparel &
Luxury Goods 12.6%

 

fgr1029454

Multiline Retail 9.1%

 

fgr1029456

All Others* 15.2%

 

fgr1029515

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Consumer Discretionary Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

AUTO COMPONENTS - 3.9%

Auto Parts & Equipment - 3.9%

Delphi Automotive PLC

539,373

$ 33,085,140

Tenneco, Inc. (a)

425,800

22,273,598

 

55,358,738

AUTOMOBILES - 1.3%

Automobile Manufacturers - 1.3%

Hyundai Motor Co.

45,078

8,140,063

Tata Motors Ltd. (a)

1,227,011

9,937,075

 

18,077,138

BEVERAGES - 0.7%

Soft Drinks - 0.7%

Monster Beverage Corp. (a)

118,000

10,817,060

COMMERCIAL SERVICES & SUPPLIES - 1.4%

Diversified Support Services - 1.4%

KAR Auction Services, Inc.

694,024

19,869,907

FOOD PRODUCTS - 1.2%

Packaged Foods & Meats - 1.2%

Associated British Foods PLC

65,100

2,827,333

Keurig Green Mountain, Inc.

108,400

14,106,092

 

16,933,425

HOTELS, RESTAURANTS & LEISURE - 16.6%

Casinos & Gaming - 2.6%

Las Vegas Sands Corp.

351,400

21,860,594

Wynn Resorts Ltd.

85,100

15,920,508

 

37,781,102

Hotels, Resorts & Cruise Lines - 4.1%

Marriott International, Inc. Class A

265,910

18,587,109

Wyndham Worldwide Corp.

486,438

39,527,952

 

58,115,061

Restaurants - 9.9%

Domino's Pizza, Inc.

99,800

7,680,608

Fiesta Restaurant Group, Inc. (a)

302,700

15,038,136

Jubilant Foodworks Ltd. (a)

402,920

8,005,709

McDonald's Corp.

95,700

9,073,317

Ruth's Hospitality Group, Inc.

1,225,000

13,524,000

Starbucks Corp.

631,000

47,615,260

Common Stocks - continued

Shares

Value

HOTELS, RESTAURANTS & LEISURE - CONTINUED

Restaurants - continued

Texas Roadhouse, Inc. Class A

606,504

$ 16,885,071

Yum! Brands, Inc.

340,048

24,476,655

 

142,298,756

TOTAL HOTELS, RESTAURANTS & LEISURE

238,194,919

HOUSEHOLD DURABLES - 2.6%

Homebuilding - 1.6%

KB Home (d)

381,500

5,699,610

Lennar Corp. Class A

233,200

9,055,156

PulteGroup, Inc.

494,400

8,731,104

 

23,485,870

Household Appliances - 1.0%

Whirlpool Corp.

95,340

13,886,271

TOTAL HOUSEHOLD DURABLES

37,372,141

INTERNET & CATALOG RETAIL - 6.3%

Internet Retail - 6.3%

Amazon.com, Inc. (a)

60,000

19,346,400

HomeAway, Inc. (a)

146,700

5,207,850

Ocado Group PLC (a)

1,392,200

5,980,957

priceline.com, Inc. (a)

51,101

59,204,597

 

89,739,804

INTERNET SOFTWARE & SERVICES - 0.3%

Internet Software & Services - 0.3%

Alibaba Group Holding Ltd. sponsored ADR

46,800

4,158,180

LEISURE PRODUCTS - 1.2%

Leisure Products - 1.2%

Brunswick Corp.

392,900

16,556,806

MEDIA - 30.4%

Advertising - 0.0%

MDC Partners, Inc. Class A (sub. vtg.)

41,076

788,248

Broadcasting - 2.6%

ITV PLC

11,186,200

37,683,508

Cable & Satellite - 15.1%

Cablevision Systems Corp. - NY Group Class A (d)

503,600

8,818,036

Comcast Corp. Class A

1,253,500

67,413,230

Common Stocks - continued

Shares

Value

MEDIA - CONTINUED

Cable & Satellite - continued

DIRECTV (a)

559,725

$ 48,427,407

Naspers Ltd. Class N

290,000

32,000,177

Sirius XM Holdings, Inc. (a)(d)

3,829,900

13,366,351

Time Warner Cable, Inc.

317,900

45,615,471

 

215,640,672

Movies & Entertainment - 12.7%

The Walt Disney Co.

1,231,205

109,614,181

Time Warner, Inc.

560,600

42,162,726

Twenty-First Century Fox, Inc. Class A

871,814

29,894,502

 

181,671,409

TOTAL MEDIA

435,783,837

MULTILINE RETAIL - 0.9%

General Merchandise Stores - 0.9%

B&M European Value Retail S.A.

639,254

2,849,898

Dollar Tree, Inc. (a)

138,374

7,758,630

Don Quijote Holdings Co. Ltd.

53,700

3,079,763

 

13,688,291

SPECIALTY RETAIL - 21.4%

Apparel Retail - 9.5%

Foot Locker, Inc.

517,448

28,795,981

L Brands, Inc.

755,300

50,589,994

TJX Companies, Inc.

943,110

55,803,819

 

135,189,794

Automotive Retail - 3.5%

AutoZone, Inc. (a)

53,500

27,266,810

O'Reilly Automotive, Inc. (a)

152,100

22,869,756

 

50,136,566

Home Improvement Retail - 6.4%

Home Depot, Inc.

938,600

86,107,164

Lumber Liquidators Holdings, Inc. (a)

102,900

5,904,402

 

92,011,566

Common Stocks - continued

Shares

Value

SPECIALTY RETAIL - CONTINUED

Specialty Stores - 2.0%

Tiffany & Co., Inc.

163,695

$ 15,765,465

World Duty Free SpA (a)

1,152,951

13,178,925

 

28,944,390

TOTAL SPECIALTY RETAIL

306,282,316

TEXTILES, APPAREL & LUXURY GOODS - 10.4%

Apparel, Accessories & Luxury Goods - 6.5%

Compagnie Financiere Richemont SA Series A

143,345

11,763,989

G-III Apparel Group Ltd. (a)

136,800

11,335,248

PVH Corp.

330,909

40,089,625

Ralph Lauren Corp.

88,187

14,527,045

Swatch Group AG (Bearer) (Reg.)

51,281

4,490,512

VF Corp.

162,112

10,704,255

 

92,910,674

Footwear - 3.9%

NIKE, Inc. Class B

621,293

55,419,336

TOTAL TEXTILES, APPAREL & LUXURY GOODS

148,330,010

TOTAL COMMON STOCKS

(Cost $1,263,240,078)


1,411,162,572

Money Market Funds - 2.1%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

19,354,259

19,354,259

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

10,833,250

10,833,250

TOTAL MONEY MARKET FUNDS

(Cost $30,187,509)


30,187,509

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,293,427,587)

1,441,350,081

NET OTHER ASSETS (LIABILITIES) - (0.7)%

(9,449,258)

NET ASSETS - 100%

$ 1,431,900,823

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

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

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

$ 22,875

Fidelity Securities Lending Cash Central Fund

33,314

Total

$ 56,189

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 1,411,162,572

$ 1,401,225,497

$ 9,937,075

$ -

Money Market Funds

30,187,509

30,187,509

-

-

Total Investments in Securities:

$ 1,441,350,081

$ 1,431,413,006

$ 9,937,075

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

87.6%

United Kingdom

3.4%

Bailiwick of Jersey

2.3%

South Africa

2.3%

India

1.3%

Switzerland

1.1%

Others (Individually Less Than 1%)

2.0%

 

100.0%

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

Annual Report

Fidelity Consumer Discretionary Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $10,173,214) - See accompanying schedule:

Unaffiliated issuers (cost $1,263,240,078)

$ 1,411,162,572

 

Fidelity Central Funds (cost $30,187,509)

30,187,509

 

Total Investments (cost $1,293,427,587)

 

$ 1,441,350,081

Receivable for investments sold

15,802,715

Dividends receivable

1,087,062

Distributions receivable from Fidelity Central Funds

5,288

Total assets

1,458,245,146

 

 

 

Liabilities

Payable for investments purchased

$ 11,891,971

Payable for fund shares redeemed

3,588,331

Other payables and accrued expenses

30,771

Collateral on securities loaned, at value

10,833,250

Total liabilities

26,344,323

 

 

 

Net Assets

$ 1,431,900,823

Net Assets consist of:

 

Paid in capital

$ 1,283,997,180

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

147,903,643

Net Assets, for 6,698,803 shares outstanding

$ 1,431,900,823

Net Asset Value, offering price and redemption price per share ($1,431,900,823 ÷ 6,698,803 shares)

$ 213.75

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 14,624,798

Income from Fidelity Central Funds (including $33,314 from security lending)

 

56,189

Total income

 

14,680,987

 

 

 

Expenses

Custodian fees and expenses

$ 43,418

Independent directors' compensation

5,728

Interest

2,531

Total expenses before reductions

51,677

Expense reductions

(5,731)

45,946

Net investment income (loss)

14,635,041

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

237,043,510

Foreign currency transactions

(34,277)

Total net realized gain (loss)

 

237,009,233

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $15,327)

(127,267,812)

Assets and liabilities in foreign currencies

(2,921)

Total change in net unrealized appreciation (depreciation)

 

(127,270,733)

Net gain (loss)

109,738,500

Net increase (decrease) in net assets resulting from operations

$ 124,373,541

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

Annual Report

Fidelity Consumer Discretionary Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 14,635,041

$ 13,217,991

Net realized gain (loss)

237,009,233

148,398,925

Change in net unrealized appreciation (depreciation)

(127,270,733)

154,214,379

Net increase (decrease) in net assets resulting
from operations

124,373,541

315,831,295

Distributions to partners from net investment income

(14,218,615)

(12,855,335)

Affiliated share transactions
Proceeds from sales of shares

209,578,271

203,639,695

Reinvestment of distributions

14,218,289

12,855,045

Cost of shares redeemed

(242,736,535)

(92,921,968)

Net increase (decrease) in net assets resulting from share transactions

(18,939,975)

123,572,772

Total increase (decrease) in net assets

91,214,951

426,548,732

 

 

 

Net Assets

Beginning of period

1,340,685,872

914,137,140

End of period

$ 1,431,900,823

$ 1,340,685,872

Other Affiliated Information

Shares

Sold

995,774

1,240,547

Issued in reinvestment of distributions

67,077

75,950

Redeemed

(1,195,338)

(543,040)

Net increase (decrease)

(132,487)

773,457

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 196.26

$ 150.90

$ 114.27

$ 113.46

$ 92.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.23

  2.00

  1.84

  1.65

  1.25

Net realized and unrealized gain (loss)

  17.43

  45.30

  36.60

  .74

  21.31

Total from investment operations

  19.66

  47.30

  38.44

  2.39

  22.56

Distributions to partners from net investment income

  (2.17)

  (1.94)

  (1.81)

  (1.58)

  (1.23)

Net asset value, end of period

$ 213.75

$ 196.26

$ 150.90

$ 114.27

$ 113.46

Total Return A

  10.03%

  31.56%

  33.79%

  1.96%

  24.64%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of fee waivers, if any

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of all reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Net investment income (loss)

  1.06%

  1.17%

  1.32%

  1.29%

  1.21%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,431,901

$ 1,340,686

$ 914,137

$ 606,311

$ 605,022

Portfolio turnover rate D

  169% G

  122% G

  191%

  179%

  143% 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.

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

E Amount represents less than .01%.

F 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.

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

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

Annual Report

Fidelity Consumer Staples Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Consumer Staples Central Fund

16.13%

15.49%

11.96%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Consumer Staples Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029517

Annual Report

Fidelity Consumer Staples Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Robert Lee, Portfolio Manager of Fidelity® Consumer Staples Central Fund: For the year, the fund gained 16.13%, in line with the 16.06% rise of the MSCI U.S. IMI Consumer Staples 25-50 Index, but trailing the broad-based S&P 500®. The sector put up a solid absolute return but lagged the broader market, due partly to continued soft growth rates in developed markets, a strong U.S. dollar and slower-than-expected growth in emerging markets (EM). Versus the MSCI sector index, stock selection in food retail was strong, and the fund benefited from a large overweighting in supermarket giant Kroger, which saw two quarters of better-than-expected financial results and increased market share. Picks in drug retail also helped, where it was a good call to overweight the outperforming shares of CVS Health. The fund's top contribution came from our continued underweighting of tobacco firm Philip Morris International, which was held back by ongoing currency headwinds and global regulatory concerns. On the downside, choices in distillers & vintners easily detracted the most, with French firms Remy Cointreau and Pernod Ricard posting weak earnings and sales amid recent restrictions on government gifting policies in China. I maintained the positions, though, believing in their global distribution capabilities, which should allow both firms to resume earnings growth as they begin to navigate the new regulations.

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

Fidelity Consumer Staples Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

The Coca-Cola Co.

12.0

11.0

British American Tobacco PLC sponsored ADR

11.5

13.7

Procter & Gamble Co.

8.9

10.3

CVS Health Corp.

7.6

8.0

Kroger Co.

5.1

4.9

Altria Group, Inc.

5.0

4.9

Wal-Mart Stores, Inc.

4.7

4.8

Mead Johnson Nutrition Co. Class A

4.0

3.5

Bunge Ltd.

2.7

2.5

PepsiCo, Inc.

2.5

2.7

 

64.0

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Beverages 25.9%

 

fgr1029442

Food & Staples Retailing 22.6%

 

fgr1029446

Tobacco 20.4%

 

fgr1029522

Food Products 14.9%

 

fgr1029454

Household Products 11.0%

 

fgr1029456

All Others* 5.2%

 

fgr1029526

As of March 31, 2014

fgr1029438

Beverages 25.8%

 

fgr1029442

Tobacco 23.5%

 

fgr1029446

Food & Staples Retailing 19.5%

 

fgr1029450

Food Products 13.4%

 

fgr1029454

Household Products 12.7%

 

fgr1029456

All Others* 5.1%

 

fgr1029534

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Consumer Staples Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 97.5%

Shares

Value

BEVERAGES - 25.6%

Brewers - 3.1%

Anadolu Efes Biracilik Ve Malt Sanayii A/S (a)

126,728

$ 1,464,034

Anheuser-Busch InBev SA NV

133,653

14,821,832

SABMiller PLC

359,216

19,962,719

 

36,248,585

Distillers & Vintners - 4.5%

Diageo PLC sponsored ADR

161,609

18,649,679

Pernod Ricard SA

185,936

21,051,637

Remy Cointreau SA (d)

171,056

12,314,980

 

52,016,296

Soft Drinks - 18.0%

Coca-Cola Bottling Co. Consolidated

49,228

3,673,886

Coca-Cola Central Japan Co. Ltd.

22,800

452,570

Coca-Cola FEMSA S.A.B. de CV sponsored ADR (d)

24,540

2,471,669

Coca-Cola Icecek Sanayi A/S

159,435

3,442,152

Embotelladora Andina SA:

ADR

153,339

2,476,425

sponsored ADR

84,658

1,622,047

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

33,413

3,075,667

Monster Beverage Corp. (a)

271,700

24,906,739

PepsiCo, Inc.

309,783

28,837,699

The Coca-Cola Co.

3,270,187

139,506,176

 

210,465,030

TOTAL BEVERAGES

298,729,911

BIOTECHNOLOGY - 0.1%

Biotechnology - 0.1%

Enzymotec Ltd.

223,718

1,494,436

FOOD & STAPLES RETAILING - 22.6%

Drug Retail - 7.9%

Clicks Group Ltd.

254,978

1,514,128

CVS Health Corp.

1,115,691

88,797,847

Drogasil SA

309,100

2,644,287

 

92,956,262

Food Distributors - 0.7%

Chefs' Warehouse Holdings (a)(d)

184,100

2,993,466

United Natural Foods, Inc. (a)

85,190

5,235,777

 

8,229,243

Common Stocks - continued

Shares

Value

FOOD & STAPLES RETAILING - CONTINUED

Food Retail - 8.2%

Fresh Market, Inc. (a)(d)

107,904

$ 3,769,087

Kroger Co.

1,128,625

58,688,500

Magnit OJSC GDR (Reg. S)

45,300

2,616,528

Sprouts Farmers Market LLC (a)(d)

125,500

3,648,285

Whole Foods Market, Inc.

711,279

27,106,843

 

95,829,243

Hypermarkets & Super Centers - 5.8%

Costco Wholesale Corp.

101,806

12,758,328

Wal-Mart Stores, Inc.

713,462

54,558,439

 

67,316,767

TOTAL FOOD & STAPLES RETAILING

264,331,515

FOOD PRODUCTS - 14.9%

Agricultural Products - 4.8%

Archer Daniels Midland Co.

430,130

21,979,643

Bunge Ltd.

371,999

31,333,476

SLC Agricola SA

411,200

2,756,733

 

56,069,852

Packaged Foods & Meats - 10.1%

Dean Foods Co. (d)

368,500

4,882,625

General Mills, Inc.

57,900

2,921,055

Kellogg Co.

81,500

5,020,400

Keurig Green Mountain, Inc.

189,108

24,608,624

Lindt & Spruengli AG

45

2,671,860

Mead Johnson Nutrition Co. Class A

478,710

46,061,476

Nestle SA

195,764

14,386,898

Orion Corp.

2,815

2,334,826

The Hain Celestial Group, Inc. (a)

57,580

5,893,313

Ulker Biskuvi Sanayi A/S

369,475

2,450,670

Unilever NV (NY Reg.)

141,774

5,625,592

Want Want China Holdings Ltd.

557,000

694,380

 

117,551,719

TOTAL FOOD PRODUCTS

173,621,571

HOTELS, RESTAURANTS & LEISURE - 0.5%

Restaurants - 0.5%

ARAMARK Holdings Corp.

201,402

5,296,873

Common Stocks - continued

Shares

Value

HOUSEHOLD DURABLES - 0.4%

Household Appliances - 0.2%

SodaStream International Ltd. (a)(d)

61,965

$ 1,827,348

Housewares & Specialties - 0.2%

Tupperware Brands Corp.

39,900

2,754,696

TOTAL HOUSEHOLD DURABLES

4,582,044

HOUSEHOLD PRODUCTS - 11.0%

Household Products - 11.0%

Colgate-Palmolive Co.

344,205

22,449,050

Procter & Gamble Co.

1,246,748

104,402,678

Svenska Cellulosa AB (SCA) (B Shares)

84,900

2,024,846

 

128,876,574

PERSONAL PRODUCTS - 1.7%

Personal Products - 1.7%

Herbalife Ltd.

69,776

3,052,700

L'Oreal SA

67,300

10,684,910

Nu Skin Enterprises, Inc. Class A (d)

125,676

5,659,190

 

19,396,800

PHARMACEUTICALS - 0.3%

Pharmaceuticals - 0.3%

Perrigo Co. PLC

24,934

3,744,837

TOBACCO - 20.4%

Tobacco - 20.4%

Altria Group, Inc.

1,275,123

58,579,151

British American Tobacco PLC sponsored ADR (d)

1,180,781

133,522,715

ITC Ltd. (a)

796,757

4,762,019

Lorillard, Inc.

236,203

14,150,922

Philip Morris International, Inc.

261,844

21,837,790

Souza Cruz SA

584,500

4,704,177

 

237,556,774

TOTAL COMMON STOCKS

(Cost $777,051,087)


1,137,631,335

Nonconvertible Preferred Stocks - 0.3%

Shares

Value

BEVERAGES - 0.3%

Brewers - 0.3%

Ambev SA sponsored ADR
(Cost $1,836,629)

570,775

$ 3,738,576

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

19,232,543

19,232,543

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

17,979,717

17,979,717

TOTAL MONEY MARKET FUNDS

(Cost $37,212,260)


37,212,260

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $816,099,976)

1,178,582,171

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(11,721,165)

NET ASSETS - 100%

$ 1,166,861,006

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

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

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

$ 20,758

Fidelity Securities Lending Cash Central Fund

160,278

Total

$ 181,036

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 1,137,631,335

$ 1,108,422,605

$ 29,208,730

$ -

Nonconvertible Preferred Stocks

3,738,576

3,738,576

-

-

Money Market Funds

37,212,260

37,212,260

-

-

Total Investments in Securities:

$ 1,178,582,171

$ 1,149,373,441

$ 29,208,730

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

70.9%

United Kingdom

14.8%

France

3.8%

Bermuda

2.7%

Switzerland

1.4%

Belgium

1.3%

Brazil

1.1%

Others (Individually Less Than 1%)

4.0%

 

100.0%

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

Annual Report

Fidelity Consumer Staples Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $17,554,615) - See accompanying schedule:

Unaffiliated issuers (cost $778,887,716)

$ 1,141,369,911

 

Fidelity Central Funds (cost $37,212,260)

37,212,260

 

Total Investments (cost $816,099,976)

 

$ 1,178,582,171

Receivable for investments sold

3,070,990

Dividends receivable

5,146,902

Distributions receivable from Fidelity Central Funds

12,799

Total assets

1,186,812,862

 

 

 

Liabilities

Payable for investments purchased

$ 994,708

Payable for fund shares redeemed

947,032

Other payables and accrued expenses

30,399

Collateral on securities loaned, at value

17,979,717

Total liabilities

19,951,856

 

 

 

Net Assets

$ 1,166,861,006

Net Assets consist of:

 

Paid in capital

$ 804,421,627

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

362,439,379

Net Assets, for 5,688,851 shares outstanding

$ 1,166,861,006

Net Asset Value, offering price and redemption price per share ($1,166,861,006 ÷ 5,688,851 shares)

$ 205.11

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

Annual Report

Fidelity Consumer Staples Central Fund
Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 28,328,409

Income from Fidelity Central Funds (including $160,278 from security lending)

 

181,036

Total income

 

28,509,445

 

 

 

Expenses

Custodian fees and expenses

$ 52,424

Independent directors' compensation

4,410

Interest

1,727

Total expenses before reductions

58,561

Expense reductions

(4,429)

54,132

Net investment income (loss)

28,455,313

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

54,679,728

Foreign currency transactions

191

Total net realized gain (loss)

 

54,679,919

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $52,696)

76,612,690

Assets and liabilities in foreign currencies

(43,924)

Total change in net unrealized appreciation (depreciation)

 

76,568,766

Net gain (loss)

131,248,685

Net increase (decrease) in net assets resulting from operations

$ 159,703,998

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 28,455,313

$ 26,668,498

Net realized gain (loss)

54,679,919

64,167,052

Change in net unrealized appreciation (depreciation)

76,568,766

48,381,210

Net increase (decrease) in net assets resulting
from operations

159,703,998

139,216,760

Distributions to partners from net investment income

(28,413,955)

(25,851,176)

Affiliated share transactions
Proceeds from sales of shares

150,330,392

140,033,645

Reinvestment of distributions

28,413,398

25,850,678

Cost of shares redeemed

(159,706,946)

(142,921,017)

Net increase (decrease) in net assets resulting from share transactions

19,036,844

22,963,306

Total increase (decrease) in net assets

150,326,887

136,328,890

 

 

 

Net Assets

Beginning of period

1,016,534,119

880,205,229

End of period

$ 1,166,861,006

$ 1,016,534,119

Other Affiliated Information

Shares

Sold

777,954

821,940

Issued in reinvestment of distributions

144,838

146,600

Redeemed

(839,849)

(828,034)

Net increase (decrease)

82,943

140,506

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 181.33

$ 161.05

$ 131.58

$ 125.53

$ 114.15

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  5.20

  4.77

  4.33

  3.86

  3.08

Net realized and unrealized gain (loss)

  23.75

  20.13

  29.39

  6.04

  11.26

Total from investment operations

  28.95

  24.90

  33.72

  9.90

  14.34

Distributions to partners from net investment income

  (5.17)

  (4.62)

  (4.25)

  (3.85)

  (2.96)

Net asset value, end of period

$ 205.11

$ 181.33

$ 161.05

$ 131.58

$ 125.53

Total Return A

  16.13%

  15.58%

  25.90%

  7.83%

  12.73%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  .01%

  .01%

  -% E

  .01%

  .01%

Expenses net of all reductions

  .01%

  .01%

  -% E

  .01%

  .01%

Net investment income (loss)

  2.67%

  2.72%

  2.91%

  2.86%

  2.59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,166,861

$ 1,016,534

$ 880,205

$ 647,542

$ 622,888

Portfolio turnover rate D

  36% G

  34% G

  27%

  51%

  61% 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.

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

E Amount represents less than .01%.

F 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.

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

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

Annual Report

Fidelity Energy Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Energy Central Fund

8.44%

11.01%

6.89%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Energy Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029536

Annual Report

Fidelity Energy Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from John Dowd, Portfolio Manager of Fidelity® Energy Central Fund: For the year, the fund returned 8.44%, trailing the 11.88% gain of the MSCI U.S. IMI Energy 25-50 Index, as well as the S&P 500®. The boom in North American oil and natural gas production bolstered energy stocks for much of the period, only to reverse course during the summer amid the steep drop in crude oil prices. Versus the MSCI index, the fund's result was hampered by underweighting the strong-performing oil & gas refining & marketing segment, along with poor stock picks in equipment & services and integrated oil & gas. Among individual stocks, the fund was hurt by our positioning in refiner Valero Energy, the fund's largest relative detractor. We were underweighted based on valuation concerns, but the stock soared on strong refining volumes. After reassessing Valero's refining margins, I moved to an overweighting, but the stock sank along with crude prices. A lighter-than-benchmark stake in pipeline firm Williams Companies was another misstep. I thought the stock was slightly overpriced, but it jumped in June on Williams' plans to acquire Midstream Access Partners. Conversely, the fund was rewarded for my bias toward U.S. firms that can help lead the U.S. to energy independence. Here, fund performance was boosted by overweightings in exploration & production firms Cimarex Energy and EOG Resources, as well as several strong-performing oil & gas storage & transport names.

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

Fidelity Energy Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

14.4

13.6

Schlumberger Ltd.

9.4

4.2

Chevron Corp.

7.7

10.8

EOG Resources, Inc.

6.8

7.3

Halliburton Co.

5.9

3.1

Anadarko Petroleum Corp.

4.3

4.5

Noble Energy, Inc.

3.8

2.9

Cimarex Energy Co.

3.6

2.7

Concho Resources, Inc.

2.7

0.0

ConocoPhillips Co.

2.6

3.6

 

61.2

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Oil, Gas & Consumable Fuels 74.1%

 

fgr1029442

Energy Equipment & Services 24.1%

 

fgr1029446

Independent Power
Producers & Energy Traders 0.5%

 

fgr1029450

Independent Power
and Renewable
Electricity Producers 0.2%

 

fgr1029454

Trading Companies &
Distributors 0.0%

 

fgr1029456

All Others* 1.1%

 

fgr1029544

As of March 31, 2014

fgr1029438

Oil, Gas & Consumable Fuels 78.2%

 

fgr1029444

Energy Equipment & Services 18.3%

 

fgr1029452

Construction & Engineering 0.2%

 

fgr1029456

All Others* 3.3%

 

fgr1029550

* Includes short-term investments and net other assets (liabilities).

Amount represents less than 0.1%

Annual Report

Fidelity Energy Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value

ENERGY EQUIPMENT & SERVICES - 24.1%

Oil & Gas Drilling - 1.2%

Ocean Rig UDW, Inc. (United States)

144,565

$ 2,330,388

Odfjell Drilling A/S

740,922

3,032,997

Precision Drilling Corp.

143,000

1,543,703

Vantage Drilling Co. (a)

2,579,346

3,275,769

Xtreme Drilling & Coil Services Corp. (a)

1,083,100

3,858,716

 

14,041,573

Oil & Gas Equipment & Services - 22.9%

C&J Energy Services, Inc. (a)

101,300

3,094,715

Dril-Quip, Inc. (a)

85,000

7,599,000

FMC Technologies, Inc. (a)

450,631

24,473,770

Halliburton Co.

1,013,140

65,357,661

National Oilwell Varco, Inc.

47,030

3,578,983

Oceaneering International, Inc.

358,151

23,340,701

Schlumberger Ltd.

1,017,557

103,475,371

Superior Energy Services, Inc.

34,400

1,130,728

Total Energy Services, Inc.

74,000

1,374,347

Weatherford International Ltd. (a)

950,300

19,766,240

 

253,191,516

TOTAL ENERGY EQUIPMENT & SERVICES

267,233,089

INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS - 0.2%

Renewable Electricity - 0.2%

NextEra Energy Partners LP

51,400

1,783,066

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS - 0.5%

Independent Power Producers & Energy Traders - 0.5%

Dynegy, Inc. (a)

201,882

5,826,315

OIL, GAS & CONSUMABLE FUELS - 74.1%

Coal & Consumable Fuels - 0.6%

Peabody Energy Corp. (d)

570,299

7,060,302

Integrated Oil & Gas - 24.2%

BG Group PLC

887,000

16,374,771

Chevron Corp.

712,003

84,956,198

Exxon Mobil Corp.

1,693,260

159,251,103

Imperial Oil Ltd.

152,400

7,199,861

 

267,781,933

Oil & Gas Exploration & Production - 33.6%

Anadarko Petroleum Corp.

467,472

47,420,360

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Bankers Petroleum Ltd. (a)

1,009,500

$ 4,858,436

Bonanza Creek Energy, Inc. (a)

193,441

11,006,793

BPZ Energy, Inc. (a)

815,279

1,557,183

Canadian Natural Resources Ltd.

194,200

7,544,660

Cimarex Energy Co.

313,021

39,606,547

Concho Resources, Inc. (a)

242,500

30,407,075

ConocoPhillips Co.

370,586

28,357,241

Continental Resources, Inc. (a)(d)

194,854

12,953,894

Devon Energy Corp.

66,400

4,527,152

Diamondback Energy, Inc. (a)

16,800

1,256,304

EOG Resources, Inc.

755,608

74,820,304

Evolution Petroleum Corp.

88,632

813,642

Kodiak Oil & Gas Corp. (a)

1,072,765

14,557,421

Memorial Resource Development Corp.

206,200

5,590,082

Newfield Exploration Co. (a)

70,900

2,628,263

Noble Energy, Inc.

609,694

41,678,682

Northern Oil & Gas, Inc. (a)(d)

282,346

4,014,960

Parsley Energy, Inc. Class A

55,400

1,181,682

PDC Energy, Inc. (a)

150,427

7,564,974

Peyto Exploration & Development Corp. (d)

90,900

2,868,348

Pioneer Natural Resources Co.

61,561

12,125,670

Rex Energy Corp. (a)

123,621

1,566,278

SM Energy Co.

29,600

2,308,800

Synergy Resources Corp. (a)

169,441

2,065,486

TAG Oil Ltd. (a)

631,342

975,241

Whiting Petroleum Corp. (a)

103,166

8,000,523

 

372,256,001

Oil & Gas Refining & Marketing - 5.4%

Alon U.S.A. Energy, Inc.

70,000

1,005,200

Alon U.S.A. Partners LP

15,434

273,336

CVR Refining, LP

48,945

1,139,440

Delek U.S. Holdings, Inc.

29,800

986,976

Marathon Petroleum Corp.

47,193

3,995,831

Phillips 66 Co.

252,116

20,499,552

Tesoro Corp.

91,500

5,579,670

Valero Energy Corp.

512,905

23,732,114

World Fuel Services Corp.

57,025

2,276,438

 

59,488,557

Oil & Gas Storage & Transport - 10.3%

Cheniere Energy, Inc. (a)

146,300

11,708,389

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Storage & Transport - continued

Enable Midstream Partners LP

61,700

$ 1,520,288

EQT Midstream Partners LP

41,900

3,754,659

Golar LNG Ltd.

75,300

4,999,920

Kinder Morgan Holding Co. LLC (d)

686,100

26,305,074

Magellan Midstream Partners LP

44,791

3,770,506

MPLX LP

117,783

6,942,130

ONEOK, Inc.

48,400

3,172,620

Phillips 66 Partners LP

127,323

8,498,810

Plains GP Holdings LP Class A

71,900

2,203,735

SemGroup Corp. Class A

33,900

2,822,853

Targa Resources Corp.

95,808

13,046,175

The Williams Companies, Inc.

263,300

14,573,655

Valero Energy Partners LP

231,959

10,352,330

 

113,671,144

TOTAL OIL, GAS & CONSUMABLE FUELS

820,257,937

TRADING COMPANIES & DISTRIBUTORS - 0.0%

Trading Companies & Distributors - 0.0%

Now, Inc.

1

15

TOTAL COMMON STOCKS

(Cost $951,423,175)


1,095,100,422

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

13,701,733

13,701,733

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

43,883,909

43,883,909

TOTAL MONEY MARKET FUNDS

(Cost $57,585,642)


57,585,642

TOTAL INVESTMENT PORTFOLIO - 104.1%

(Cost $1,009,008,817)

1,152,686,064

NET OTHER ASSETS (LIABILITIES) - (4.1)%

(45,879,394)

NET ASSETS - 100%

$ 1,106,806,670

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

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

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

$ 19,371

Fidelity Securities Lending Cash Central Fund

54,792

Total

$ 74,163

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 1,095,100,422

$ 1,078,725,651

$ 16,374,771

$ -

Money Market Funds

57,585,642

57,585,642

-

-

Total Investments in Securities:

$ 1,152,686,064

$ 1,136,311,293

$ 16,374,771

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

82.2%

Curacao

9.4%

Canada

3.8%

Ireland

1.8%

United Kingdom

1.5%

Others (Individually Less Than 1%)

1.3%

 

100.0%

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

Annual Report

Fidelity Energy Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $42,156,240) - See accompanying schedule:

Unaffiliated issuers (cost $951,423,175)

$ 1,095,100,422

 

Fidelity Central Funds (cost $57,585,642)

57,585,642

 

Total Investments (cost $1,009,008,817)

 

$ 1,152,686,064

Receivable for investments sold

4,883,681

Receivable for fund shares sold

337,931

Dividends receivable

487,607

Distributions receivable from Fidelity Central Funds

9,555

Total assets

1,158,404,838

 

 

 

Liabilities

Payable for investments purchased

$ 7,705,009

Other payables and accrued expenses

9,250

Collateral on securities loaned, at value

43,883,909

Total liabilities

51,598,168

 

 

 

Net Assets

$ 1,106,806,670

Net Assets consist of:

 

Paid in capital

$ 963,131,055

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

143,675,615

Net Assets, for 7,150,789 shares outstanding

$ 1,106,806,670

Net Asset Value, offering price and redemption price per share ($1,106,806,670 ÷ 7,150,789 shares)

$ 154.78

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 16,127,570

Income from Fidelity Central Funds (including $54,792 from security lending)

 

74,163

Total income

 

16,201,733

 

 

 

Expenses

Custodian fees and expenses

$ 36,048

Independent directors' compensation

4,421

Interest

3,032

Total expenses before reductions

43,501

Expense reductions

(4,421)

39,080

Net investment income (loss)

16,162,653

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

112,918,548

Foreign currency transactions

55,764

Total net realized gain (loss)

 

112,974,312

Change in net unrealized appreciation (depreciation) on:

Investment securities

(47,737,162)

Assets and liabilities in foreign currencies

(15,150)

Total change in net unrealized appreciation (depreciation)

 

(47,752,312)

Net gain (loss)

65,222,000

Net increase (decrease) in net assets resulting from operations

$ 81,384,653

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

Annual Report

Fidelity Energy Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 16,162,653

$ 17,106,434

Net realized gain (loss)

112,974,312

71,921,991

Change in net unrealized appreciation (depreciation)

(47,752,312)

88,385,835

Net increase (decrease) in net assets resulting
from operations

81,384,653

177,414,260

Distributions to partners from net investment income

(15,990,013)

(16,356,732)

Affiliated share transactions
Proceeds from sales of shares

180,934,480

137,880,130

Reinvestment of distributions

15,989,696

16,356,441

Cost of shares redeemed

(210,906,050)

(166,118,905)

Net increase (decrease) in net assets resulting from share transactions

(13,981,874)

(11,882,334)

Total increase (decrease) in net assets

51,412,766

149,175,194

 

 

 

Net Assets

Beginning of period

1,055,393,904

906,218,710

End of period

$ 1,106,806,670

$ 1,055,393,904

Other Affiliated Information

Shares

Sold

1,154,065

1,072,210

Issued in reinvestment of distributions

101,863

125,439

Redeemed

(1,389,213)

(1,232,191)

Net increase (decrease)

(133,285)

(34,542)

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 144.89

$ 123.82

$ 100.57

$ 99.35

$ 99.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.37

  2.25

  2.15

  1.93

  1.25

Net realized and unrealized gain (loss)

  9.87

  20.98

  23.15

  1.20

  .17

Total from investment operations

  12.24

  23.23

  25.30

  3.13

  1.42

Distributions to partners from net investment income

  (2.35)

  (2.16)

  (2.05)

  (1.91)

  (1.19)

Net asset value, end of period

$ 154.78

$ 144.89

$ 123.82

$ 100.57

$ 99.35

Total ReturnA

  8.44%

  18.97%

  25.27%

  2.76%

  1.49%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  -% E

  -% E

  -% E

Expenses net of fee waivers, if any

  -% E

  -% E

  -% E

  -% E

  -% E

Expenses net of all reductions

  -% E

  -% E

  -% E

  -% E

  -% E

Net investment income (loss)

  1.52%

  1.72%

  1.81%

  1.52%

  1.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,106,807

$ 1,055,394

$ 906,219

$ 662,061

$ 615,662

Portfolio turnover rate D

  109% G

  93% G

  98%

  102%

  106% 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.

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

E Amount represents less than .01%.

F 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.

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

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

Annual Report

Fidelity Financials Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Financials Central Fund

17.08%

9.18%

-0.18%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Financials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029552

Annual Report

Fidelity Financials Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Christopher Lee, Portfolio Manager of Fidelity® Financials Central Fund: For the year, the fund returned 17.08%, ahead of the 16.04% advance of the MSCI U.S. IMI Financials 25-50 Index, but lagging the broad-based S&P 500®. Positioning in the asset management & custody banks group gave the biggest boost versus the MSCI sector benchmark, while stock picks in thrifts & mortgage finance, an underweighting in investment banking & brokerage and a small cash position detracted the most. A top individual contributor was consumer finance company Springleaf Holdings. Its stock gained from competitive tailwinds as banks exited the company's target subprime loan market. An out-of-index investment in alternative asset manager Blackstone Group helped, as the company realized sizable profits from real estate and equity investments made in the 2007-2008 financial crisis. By contrast, disappointments included Luxembourg-based real estate services company Altisource Portfolio Solutions and its former parent and biggest client Ocwen Financial, a mortgage servicing company. New capital rules that encouraged banks to offload their mortgage-servicing rights fueled Ocwen's rapid growth, in turn attracting regulatory scrutiny that severely pressured the stock. Altisource's share price declined as well, and we eliminated it from the portfolio before period end.

The views expressed above reflect those of the portfolio manager 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

Fidelity Financials Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Bank of America Corp.

5.4

5.6

JPMorgan Chase & Co.

5.0

5.2

Citigroup, Inc.

5.0

4.4

Berkshire Hathaway, Inc. Class B

4.8

3.5

U.S. Bancorp

4.5

4.8

Capital One Financial Corp.

4.1

3.8

Wells Fargo & Co.

3.8

3.9

American Tower Corp.

3.7

3.3

MetLife, Inc.

2.7

2.7

Invesco Ltd.

2.5

2.5

 

41.5

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Banks 29.4%

 

fgr1029442

Capital Markets 14.3%

 

fgr1029446

Insurance 13.0%

 

fgr1029450

Real Estate Investment Trusts 10.4%

 

fgr1029454

Diversified Financial Services 9.2%

 

fgr1029456

All Others* 23.7%

 

fgr1029560

As of March 31, 2014

fgr1029438

Banks 30.1%

 

fgr1029442

Insurance 14.3%

 

fgr1029446

Capital Markets 13.9%

 

fgr1029450

Real Estate Investment Trusts 11.2%

 

fgr1029454

Diversified Financial Services 8.7%

 

fgr1029456

All Others* 21.8%

 

fgr1029568

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Financials Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.6%

Shares

Value

BANKS - 29.4%

Diversified Banks - 24.2%

Bank of America Corp.

7,568,637

$ 129,045,260

Citigroup, Inc.

2,304,000

119,393,280

JPMorgan Chase & Co.

2,000,000

120,480,000

PT Bank Rakyat Indonesia Tbk

13,000,000

11,122,281

U.S. Bancorp

2,565,800

107,327,414

Wells Fargo & Co.

1,754,100

90,985,167

 

578,353,402

Regional Banks - 5.2%

CoBiz, Inc.

777,600

8,693,568

Fifth Third Bancorp

1,800,000

36,036,000

M&T Bank Corp. (d)

209,400

25,816,926

Popular, Inc. (a)

461,900

13,596,027

Prosperity Bancshares, Inc.

150,000

8,575,500

SunTrust Banks, Inc.

800,000

30,424,000

 

123,142,021

TOTAL BANKS

701,495,423

CAPITAL MARKETS - 14.3%

Asset Management & Custody Banks - 11.3%

Affiliated Managers Group, Inc. (a)

157,000

31,456,520

Ameriprise Financial, Inc.

287,900

35,521,102

Artisan Partners Asset Management, Inc.

500,000

26,025,000

BlackRock, Inc. Class A

50,000

16,416,000

Franklin Resources, Inc.

732,800

40,018,208

Invesco Ltd.

1,500,000

59,220,000

Oaktree Capital Group LLC Class A

440,500

22,509,550

The Blackstone Group LP

1,200,000

37,776,000

 

268,942,380

Diversified Capital Markets - 0.4%

Close Brothers Group PLC

450,000

10,439,395

Investment Banking & Brokerage - 2.6%

E*TRADE Financial Corp. (a)

1,130,700

25,542,513

FXCM, Inc. Class A (d)

650,000

10,302,500

Raymond James Financial, Inc.

497,200

26,639,976

 

62,484,989

TOTAL CAPITAL MARKETS

341,866,764

Common Stocks - continued

Shares

Value

CONSUMER FINANCE - 6.7%

Consumer Finance - 6.7%

Capital One Financial Corp.

1,200,000

$ 97,944,000

Navient Corp.

1,750,000

30,992,500

Santander Consumer U.S.A. Holdings, Inc.

250,000

4,452,500

Springleaf Holdings, Inc.

800,000

25,544,000

 

158,933,000

DIVERSIFIED CONSUMER SERVICES - 1.0%

Specialized Consumer Services - 1.0%

H&R Block, Inc.

771,500

23,924,215

DIVERSIFIED FINANCIAL SERVICES - 9.2%

Multi-Sector Holdings - 4.8%

Berkshire Hathaway, Inc. Class B (a)

825,000

113,965,500

Specialized Finance - 4.4%

IntercontinentalExchange Group, Inc.

270,000

52,663,500

McGraw Hill Financial, Inc.

575,000

48,558,750

TPG Specialty Lending, Inc.

333,576

5,340,552

 

106,562,802

TOTAL DIVERSIFIED FINANCIAL SERVICES

220,528,302

HEALTH CARE PROVIDERS & SERVICES - 0.7%

Health Care Facilities - 0.7%

Brookdale Senior Living, Inc. (a)

500,000

16,110,000

INSURANCE - 13.0%

Insurance Brokers - 2.2%

Brown & Brown, Inc.

525,000

16,878,750

Marsh & McLennan Companies, Inc.

680,400

35,612,136

 

52,490,886

Life & Health Insurance - 4.7%

MetLife, Inc.

1,204,300

64,694,996

Prudential PLC

673,331

14,969,061

Torchmark Corp.

600,000

31,422,000

 

111,086,057

Property & Casualty Insurance - 5.3%

Allstate Corp.

785,100

48,181,587

FNF Group

837,500

23,232,250

The Travelers Companies, Inc.

575,900

54,100,046

 

125,513,883

Common Stocks - continued

Shares

Value

INSURANCE - CONTINUED

Reinsurance - 0.8%

Everest Re Group Ltd.

125,000

$ 20,251,250

TOTAL INSURANCE

309,342,076

INTERNET SOFTWARE & SERVICES - 1.2%

Internet Software & Services - 1.2%

eBay, Inc. (a)

500,000

28,315,000

IT SERVICES - 5.0%

Data Processing & Outsourced Services - 5.0%

EVERTEC, Inc.

850,000

18,989,000

Fiserv, Inc. (a)

523,400

33,829,959

FleetCor Technologies, Inc. (a)

120,000

17,054,400

The Western Union Co.

1,300,000

20,852,000

Visa, Inc. Class A

135,000

28,804,950

 

119,530,309

MEDIA - 0.9%

Advertising - 0.9%

CBS Outdoor Americas, Inc.

750,000

22,455,000

REAL ESTATE INVESTMENT TRUSTS - 10.4%

Mortgage REITs - 3.7%

Altisource Residential Corp. Class B

614,533

14,748,792

Blackstone Mortgage Trust, Inc.

621,500

16,842,650

NorthStar Realty Finance Corp.

1,000,000

17,670,000

Redwood Trust, Inc. (d)

850,000

14,093,000

Starwood Property Trust, Inc.

1,151,600

25,289,136

 

88,643,578

Residential REITs - 1.5%

Essex Property Trust, Inc.

157,000

28,063,750

Starwood Waypoint Residential

284,867

7,409,391

 

35,473,141

Retail REITs - 1.5%

Simon Property Group, Inc.

50,000

8,221,000

Washington Prime Group, Inc.

1,500,000

26,220,000

 

34,441,000

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

Specialized REITs - 3.7%

American Tower Corp.

950,000

$ 88,948,500

TOTAL REAL ESTATE INVESTMENT TRUSTS

247,506,219

REAL ESTATE MANAGEMENT & DEVELOPMENT - 3.2%

Real Estate Services - 3.2%

CBRE Group, Inc. (a)

1,700,000

50,558,000

Realogy Holdings Corp. (a)

700,000

26,040,000

 

76,598,000

THRIFTS & MORTGAGE FINANCE - 1.6%

Thrifts & Mortgage Finance - 1.6%

MGIC Investment Corp. (a)

716,800

5,598,208

Ocwen Financial Corp. (a)

1,100,000

28,798,000

Radian Group, Inc.

284,800

4,061,248

Washington Mutual, Inc. (a)

155,200

2

 

38,457,458

TOTAL COMMON STOCKS

(Cost $1,939,355,215)


2,305,061,766

Money Market Funds - 3.7%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

71,254,779

71,254,779

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

17,843,425

17,843,425

TOTAL MONEY MARKET FUNDS

(Cost $89,098,204)


89,098,204

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $2,028,453,419)

2,394,159,970

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(7,133,866)

NET ASSETS - 100%

$ 2,387,026,104

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

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

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

$ 49,064

Fidelity Securities Lending Cash Central Fund

499,295

Total

$ 548,359

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 2,305,061,766

$ 2,290,092,703

$ 14,969,061

$ 2

Money Market Funds

89,098,204

89,098,204

-

-

Total Investments in Securities:

$ 2,394,159,970

$ 2,379,190,907

$ 14,969,061

$ 2

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

Annual Report

Fidelity Financials Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $17,292,185) - See accompanying schedule:

Unaffiliated issuers (cost $1,939,355,215)

$ 2,305,061,766

 

Fidelity Central Funds (cost $89,098,204)

89,098,204

 

Total Investments (cost $2,028,453,419)

 

$ 2,394,159,970

Receivable for investments sold

20,223,866

Receivable for fund shares sold

767,067

Dividends receivable

3,295,543

Distributions receivable from Fidelity Central Funds

10,652

Total assets

2,418,457,098

 

 

 

Liabilities

Payable for investments purchased

$ 13,575,653

Other payables and accrued expenses

11,916

Collateral on securities loaned, at value

17,843,425

Total liabilities

31,430,994

 

 

 

Net Assets

$ 2,387,026,104

Net Assets consist of:

 

Paid in capital

$ 2,021,281,174

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

365,744,930

Net Assets, for 28,451,811 shares outstanding

$ 2,387,026,104

Net Asset Value, offering price and redemption price per share ($2,387,026,104 ÷ 28,451,811 shares)

$ 83.90

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

Annual Report

Fidelity Financials Central Fund
Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 40,653,153

Interest

 

41

Income from Fidelity Central Funds (including $499,295 from security lending)

 

548,359

Total income

 

41,201,553

 

 

 

Expenses

Custodian fees and expenses

$ 12,469

Independent directors' compensation

8,821

Interest

2,315

Total expenses before reductions

23,605

Expense reductions

(8,837)

14,768

Net investment income (loss)

41,186,785

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

53,077,362

Foreign currency transactions

26,788

Total net realized gain (loss)

 

53,104,150

Change in net unrealized appreciation (depreciation) on:

Investment securities

227,475,928

Assets and liabilities in foreign currencies

15,990

Total change in net unrealized appreciation (depreciation)

 

227,491,918

Net gain (loss)

280,596,068

Net increase (decrease) in net assets resulting from operations

$ 321,782,853

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 41,186,785

$ 41,851,584

Net realized gain (loss)

53,104,150

296,092,694

Change in net unrealized appreciation (depreciation)

227,491,918

67,513,359

Net increase (decrease) in net assets resulting
from operations

321,782,853

405,457,637

Distributions to partners from net investment income

(35,557,947)

(34,904,618)

Affiliated share transactions
Proceeds from sales of shares

330,207,939

304,783,087

Reinvestment of distributions

35,557,611

34,904,275

Cost of shares redeemed

(221,242,416)

(154,661,432)

Net increase (decrease) in net assets resulting from share transactions

144,523,134

185,025,930

Total increase (decrease) in net assets

430,748,040

555,578,949

 

 

 

Net Assets

Beginning of period

1,956,278,064

1,400,699,115

End of period

$ 2,387,026,104

$ 1,956,278,064

Other Affiliated Information

Shares

Sold

4,085,254

4,622,616

Issued in reinvestment of distributions

440,060

525,706

Redeemed

(2,926,865)

(2,297,121)

Net increase (decrease)

1,598,449

2,851,201

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 72.85

$ 58.36

$ 44.37

$ 55.72

$ 58.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  1.54

  1.63

  1.07

  .72

  .56

Net realized and unrealized gain (loss)

  10.84

  14.22

  13.82

  (11.50)

  (2.49)

Total from investment operations

  12.38

  15.85

  14.89

  (10.78)

  (1.93)

Distributions to partners from net investment income

  (1.33)

  (1.36)

  (.90)

  (.57)

  (.54)

Net asset value, end of period

$ 83.90

$ 72.85

$ 58.36

$ 44.37

$ 55.72

Total ReturnA

  17.08%

  27.41%

  33.71%

  (19.52)%

  (3.34)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  -% E

  .01%

  .01%

  .01%

  .01%

Expenses net of all reductions

  -% E

  .01%

  .01%

  .01%

  .01%

Net investment income (loss)

  1.92%

  2.44%

  1.97%

  1.26%

  .96%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,387,026

$ 1,956,278

$ 1,400,699

$ 916,015

$ 1,046,429

Portfolio turnover rate D

  43% G

  249% G

  383%

  325%

  271% 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.

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

E Amount represents less than .01%.

F 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.

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

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

Annual Report

Fidelity Health Care Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Health Care Central Fund

39.95%

26.12%

15.91%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Health Care Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029570

Annual Report

Fidelity Health Care Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Edward Yoon, Portfolio Manager of Fidelity® Health Care Central Fund: For the year, the fund gained 39.95%, easily outpacing the MSCI U.S. IMI Health Care 25-50 Index, up 27.01%, as well as the broad-based S&P 500®. Despite a sell-off among biotechnology stocks in the spring, health care did well overall, supported by underlying fundamentals, a diversified makeup and defensive characteristics - factors largely uncorrelated to movements in the broader market. Relative to the MSCI sector index, stock selection drove the fund's outperformance, especially in pharmaceuticals where mergers-and-acquisitions (M&A) activity boosted many stocks. The fund's largest individual contributor was a non-index stake in U.K.-based Shire, which benefited from multiple takeover bids by drugmaker AbbVie. Biotech firm InterMune also gained on M&A, as shares for the pulmonary fibrosis-focused drugmaker shot higher in August when Swiss large-cap pharma firm Roche Holding made it a buyout offer. In order to lock in profits, I sold the fund's position in InterMune after the announcement. On the downside, an overweighting in the lagging health care technology industry hurt, while medical device maker Boston Scientific was among the fund's biggest individual detractors. The stock went sideways this period but it remained among the fund's largest overweighted positions at period end.

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

Fidelity Health Care Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Actavis PLC

6.9

6.2

McKesson Corp.

4.8

4.2

Shire PLC sponsored ADR

4.2

1.6

AbbVie, Inc.

4.0

0.8

Alexion Pharmaceuticals, Inc.

3.6

4.7

Allergan, Inc.

3.4

0.0

Boston Scientific Corp.

3.2

3.8

Amgen, Inc.

3.2

2.9

Agilent Technologies, Inc.

3.1

2.3

Covidien PLC

3.1

0.5

 

39.5

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Pharmaceuticals 34.7%

 

fgr1029442

Biotechnology 25.1%

 

fgr1029446

Health Care Equipment &
Supplies 15.1%

 

fgr1029450

Health Care Providers &
Services 13.5%

 

fgr1029454

Life Sciences Tools & Services 5.0%

 

fgr1029456

All Others* 6.6%

 

fgr1029578

As of March 31, 2014

fgr1029438

Pharmaceuticals 28.1%

 

fgr1029442

Biotechnology 27.1%

 

fgr1029446

Health Care Equipment &
Supplies 15.5%

 

fgr1029450

Health Care Providers &
Services 12.9%

 

fgr1029454

Life Sciences Tools & Services 7.9%

 

fgr1029456

All Others* 8.5%

 

fgr1029586

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Health Care Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

BIOTECHNOLOGY - 25.1%

Biotechnology - 25.1%

Acceleron Pharma, Inc.

82,732

$ 2,501,816

Acorda Therapeutics, Inc. (a)

147,300

4,990,524

Actelion Ltd.

65,487

7,703,142

Alexion Pharmaceuticals, Inc. (a)

395,661

65,608,507

Alnylam Pharmaceuticals, Inc. (a)

98,796

7,715,968

Amgen, Inc.

407,996

57,307,118

Array BioPharma, Inc. (a)

593,400

2,118,438

Arrowhead Research Corp. (a)

208,500

3,079,545

Avalanche Biotechnologies, Inc. (a)

34,648

1,184,615

BioCryst Pharmaceuticals, Inc. (a)

379,994

3,716,341

Biogen Idec, Inc. (a)

118,661

39,254,245

BioMarin Pharmaceutical, Inc. (a)

173,100

12,490,896

Celgene Corp. (a)

247,300

23,439,094

Celldex Therapeutics, Inc. (a)

75,700

981,072

Cubist Pharmaceuticals, Inc.

375,390

24,903,373

Discovery Laboratories, Inc. (a)

1,256,986

2,312,854

Dyax Corp. (a)

250,600

2,536,072

Genomic Health, Inc. (a)(d)

133,719

3,785,585

Gilead Sciences, Inc. (a)

383,282

40,800,369

Grifols SA ADR

202,369

7,109,223

Innate Pharma SA (a)(d)

325,554

3,178,506

Insmed, Inc. (a)

360,528

4,704,890

Intercept Pharmaceuticals, Inc. (a)

61,300

14,509,097

Neurocrine Biosciences, Inc. (a)

565,400

8,859,818

NewLink Genetics Corp. (a)

69,718

1,493,360

NPS Pharmaceuticals, Inc. (a)

151,041

3,927,066

PTC Therapeutics, Inc. (a)

125,900

5,540,859

Puma Biotechnology, Inc. (a)

136,300

32,517,091

T2 Biosystems, Inc.

149,400

2,702,646

Ultragenyx Pharmaceutical, Inc.

178,309

10,092,289

Vanda Pharmaceuticals, Inc. (a)(d)

522,372

5,422,221

Vertex Pharmaceuticals, Inc. (a)

408,000

45,822,480

ZIOPHARM Oncology, Inc. (a)(d)

524,600

1,384,944

 

453,694,064

DIVERSIFIED CONSUMER SERVICES - 0.2%

Specialized Consumer Services - 0.2%

Carriage Services, Inc. (d)

233,700

4,050,021

Common Stocks - continued

Shares

Value

HEALTH CARE EQUIPMENT & SUPPLIES - 15.1%

Health Care Equipment - 13.7%

Boston Scientific Corp. (a)

4,945,300

$ 58,403,993

Cardiovascular Systems, Inc. (a)

66,654

1,575,034

CONMED Corp.

229,953

8,471,469

Covidien PLC

644,946

55,794,278

Edwards Lifesciences Corp. (a)

173,042

17,676,240

HeartWare International, Inc. (a)

123,659

9,599,648

Intuitive Surgical, Inc. (a)

9,870

4,558,163

Lumenis Ltd. Class B

217,801

1,940,607

Medtronic, Inc.

560,300

34,710,585

NxStage Medical, Inc. (a)

469,800

6,168,474

PW Medtech Group Ltd. (a)

4,907,000

2,609,955

ResMed, Inc. (d)

113,700

5,601,999

Steris Corp.

165,717

8,942,089

Volcano Corp. (a)

279,700

2,976,008

Zeltiq Aesthetics, Inc. (a)

297,071

6,722,717

Zimmer Holdings, Inc.

205,200

20,632,860

 

246,384,119

Health Care Supplies - 1.4%

Derma Sciences, Inc. (a)

250,630

2,087,748

Endologix, Inc. (a)

398,020

4,219,012

The Cooper Companies, Inc.

123,628

19,255,061

 

25,561,821

TOTAL HEALTH CARE EQUIPMENT & SUPPLIES

271,945,940

HEALTH CARE PROVIDERS & SERVICES - 13.3%

Health Care Distributors & Services - 7.1%

Amplifon SpA

751,743

4,208,135

Cardinal Health, Inc.

395,600

29,638,352

EBOS Group Ltd.

747,636

5,398,689

McKesson Corp.

445,055

86,638,857

United Drug PLC (United Kingdom)

618,700

3,317,942

 

129,201,975

Health Care Facilities - 2.6%

Brookdale Senior Living, Inc. (a)

200,045

6,445,450

HCA Holdings, Inc. (a)

296,700

20,923,284

Surgical Care Affiliates, Inc.

173,076

4,626,321

Universal Health Services, Inc. Class B

148,373

15,504,979

 

47,500,034

Common Stocks - continued

Shares

Value

HEALTH CARE PROVIDERS & SERVICES - CONTINUED

Health Care Services - 1.1%

Air Methods Corp. (a)

358,672

$ 19,924,230

Managed Health Care - 2.5%

Cigna Corp.

222,500

20,178,525

Humana, Inc.

123,615

16,105,798

UnitedHealth Group, Inc.

93,769

8,087,576

 

44,371,899

TOTAL HEALTH CARE PROVIDERS & SERVICES

240,998,138

HEALTH CARE TECHNOLOGY - 3.9%

Health Care Technology - 3.9%

athenahealth, Inc. (a)(d)

69,200

9,112,948

Castlight Health, Inc.

700,500

9,064,470

Castlight Health, Inc. Class B (a)

8,800

113,872

Cerner Corp. (a)

667,663

39,772,685

HealthStream, Inc. (a)

114,558

2,750,538

Medidata Solutions, Inc. (a)

217,600

9,637,504

 

70,452,017

INDUSTRIAL CONGLOMERATES - 1.9%

Industrial Conglomerates - 1.9%

Danaher Corp.

454,730

34,550,385

LIFE SCIENCES TOOLS & SERVICES - 5.0%

Life Sciences Tools & Services - 5.0%

Agilent Technologies, Inc.

989,100

56,358,918

Bruker BioSciences Corp. (a)

346,200

6,409,893

Illumina, Inc. (a)

172,548

28,284,068

 

91,052,879

PHARMACEUTICALS - 34.7%

Pharmaceuticals - 34.7%

AbbVie, Inc.

1,236,321

71,409,901

Actavis PLC (a)

514,307

124,091,996

Allergan, Inc.

341,200

60,798,428

Auxilium Pharmaceuticals, Inc. (a)(d)

249,100

7,435,635

AVANIR Pharmaceuticals Class A (a)

1,058,275

12,614,638

Bristol-Myers Squibb Co.

642,897

32,903,468

Dechra Pharmaceuticals PLC

503,800

6,190,854

Endo Health Solutions, Inc. (a)

270,800

18,506,472

Jazz Pharmaceuticals PLC (a)

150,392

24,146,940

Common Stocks - continued

Shares

Value

PHARMACEUTICALS - CONTINUED

Pharmaceuticals - continued

Mallinckrodt PLC (a)

296,700

$ 26,747,505

Meda AB (A Shares)

342,000

4,805,820

Merck & Co., Inc.

370,937

21,989,145

Pacira Pharmaceuticals, Inc. (a)

64,300

6,231,956

Perrigo Co. PLC

272,027

40,855,735

Prestige Brands Holdings, Inc. (a)

346,200

11,206,494

Salix Pharmaceuticals Ltd. (a)

173,716

27,141,388

Shire PLC sponsored ADR (d)

294,013

76,164,068

Teva Pharmaceutical Industries Ltd. sponsored ADR

667,617

35,884,414

The Medicines Company (a)

197,798

4,414,851

TherapeuticsMD, Inc. (a)

900,750

4,179,480

UCB SA

98,900

8,978,937

 

626,698,125

PROFESSIONAL SERVICES - 0.4%

Human Resource & Employment Services - 0.4%

WageWorks, Inc. (a)

142,223

6,475,413

TOTAL COMMON STOCKS

(Cost $1,318,720,461)


1,799,916,982

Convertible Preferred Stocks - 0.2%

 

 

 

 

HEALTH CARE PROVIDERS & SERVICES - 0.2%

Health Care Services - 0.2%

1Life Healthcare, Inc. Series G (e)
(Cost $2,885,246)

438,101


2,908,991

Money Market Funds - 2.6%

Shares

Value

Fidelity Cash Central Fund, 0.12% (b)

14,187,398

$ 14,187,398

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

32,920,077

32,920,077

TOTAL MONEY MARKET FUNDS

(Cost $47,107,475)


47,107,475

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $1,368,713,182)

1,849,933,448

NET OTHER ASSETS (LIABILITIES) - (2.4)%

(43,729,089)

NET ASSETS - 100%

$ 1,806,204,359

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,908,991 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

1Life Healthcare, Inc. Series G

4/10/14

$ 2,885,246

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

$ 12,383

Fidelity Securities Lending Cash Central Fund

255,535

Total

$ 267,918

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 1,799,916,982

$ 1,799,916,982

$ -

$ -

Convertible Preferred Stocks

2,908,991

-

-

2,908,991

Money Market Funds

47,107,475

47,107,475

-

-

Total Investments in Securities:

$ 1,849,933,448

$ 1,847,024,457

$ -

$ 2,908,991

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

74.6%

Ireland

16.3%

Bailiwick of Jersey

4.2%

Israel

2.1%

Others (Individually Less Than 1%)

2.8%

 

100.0%

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

Annual Report

Fidelity Health Care Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $31,551,802) - See accompanying schedule:

Unaffiliated issuers (cost $1,321,605,707)

$ 1,802,825,973

 

Fidelity Central Funds (cost $47,107,475)

47,107,475

 

Total Investments (cost $1,368,713,182)

 

$ 1,849,933,448

Cash

 

103,098

Receivable for investments sold

24,750,633

Dividends receivable

890,405

Distributions receivable from Fidelity Central Funds

17,807

Total assets

1,875,695,391

 

 

 

Liabilities

Payable for investments purchased

$ 35,006,510

Payable for fund shares redeemed

1,544,812

Other payables and accrued expenses

19,633

Collateral on securities loaned, at value

32,920,077

Total liabilities

69,491,032

 

 

 

Net Assets

$ 1,806,204,359

Net Assets consist of:

 

Paid in capital

$ 1,324,963,499

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

481,240,860

Net Assets, for 5,829,417 shares outstanding

$ 1,806,204,359

Net Asset Value, offering price and redemption price per share ($1,806,204,359 ÷ 5,829,417 shares)

$ 309.84

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

Annual Report

Fidelity Health Care Central Fund
Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 7,580,386

Interest

 

89

Income from Fidelity Central Funds (including $255,535 from security lending)

 

267,918

Total income

 

7,848,393

 

 

 

Expenses

Custodian fees and expenses

$ 76,224

Independent directors' compensation

6,455

Interest

4,274

Total expenses before reductions

86,953

Expense reductions

(6,455)

80,498

Net investment income (loss)

7,767,895

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

437,553,539

Foreign currency transactions

(2,272)

Total net realized gain (loss)

 

437,551,267

Change in net unrealized appreciation (depreciation) on:

Investment securities

67,505,595

Assets and liabilities in foreign currencies

(7,010)

Total change in net unrealized appreciation (depreciation)

 

67,498,585

Net gain (loss)

505,049,852

Net increase (decrease) in net assets resulting from operations

$ 512,817,747

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,767,895

$ 11,482,777

Net realized gain (loss)

437,551,267

186,813,112

Change in net unrealized appreciation (depreciation)

67,498,585

206,142,601

Net increase (decrease) in net assets resulting
from operations

512,817,747

404,438,490

Distributions to partners from net investment income

(7,319,960)

(11,048,318)

Affiliated share transactions
Proceeds from sales of shares

197,494,082

190,847,365

Reinvestment of distributions

7,319,812

11,048,125

Cost of shares redeemed

(319,798,187)

(223,856,928)

Net increase (decrease) in net assets resulting from share transactions

(114,984,293)

(21,961,438)

Total increase (decrease) in net assets

390,513,494

371,428,734

 

 

 

Net Assets

Beginning of period

1,415,690,865

1,044,262,131

End of period

$ 1,806,204,359

$ 1,415,690,865

Other Affiliated Information

Shares

Sold

712,592

1,079,291

Issued in reinvestment of distributions

26,533

60,111

Redeemed

(1,274,650)

(1,156,081)

Net increase (decrease)

(535,525)

(16,679)

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 222.42

$ 163.64

$ 123.15

$ 112.31

$ 101.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  1.34

  1.73

  1.63

  .79 F

  1.06 G

Net realized and unrealized gain (loss)

  87.35

  58.70

  40.46

  10.97

  11.10

Total from investment operations

  88.69

  60.43

  42.09

  11.76

  12.16

Distributions to partners from net investment income

  (1.27)

  (1.65)

  (1.60)

  (.92)

  (.85)

Net asset value, end of period

$ 309.84

$ 222.42

$ 163.64

$ 123.15

$ 112.31

Total Return A

  39.95%

  37.14%

  34.34%

  10.44%

  12.08%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  .01%

  .01%

  -% E

  .01%

  .01%

Expenses net of all reductions

  .01%

  .01%

  -% E

  .01%

  .01%

Net investment income (loss)

  .49%

  .93%

  1.13%

  .60% F

  .98% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,806,204

$ 1,415,691

$ 1,044,262

$ 723,841

$ 700,414

Portfolio turnover rate D

  131% I

  113% I

  120%

  138%

  104% I

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.

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.14 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.17 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .82%.

H 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.

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

Fidelity Industrials Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Industrials Central Fund

11.03%

18.24%

11.74%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Industrials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029588

Annual Report

Fidelity Industrials Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Tobias Welo, Portfolio Manager of Fidelity® Industrials Central Fund: For the year, the fund returned 11.03%, trailing the 14.84% gain of the MSCI U.S. IMI Industrials 25-50 Index and also lagging the S&P 500®. Compared with the broader market, the industrials sector fell short because of relative weakness in groups such as industrial machinery and construction & engineering, which offset strength in transportation stocks. Versus the MSCI index, stock selection in aerospace & defense was a noteworthy negative for the fund, along with an underweighting in airlines. Southwest Airlines was our biggest relative detractor, as I avoided this strong-performing index name for valuation reasons. Not owning defense contractor and index stock Lockheed Martin also hurt our results. Selling construction & engineering stock URS before it surged higher in July, following AECOM Technology's bid to purchase the company, further detracted. Conversely, the fund's top relative contributor was an out-of-benchmark stake in Golar LNG, a provider of shipping for liquefied natural gas (LNG) and a leader in the development of floating LNG facilities. Investors believed the surge in North America natural gas production and looser restrictions on U.S. natural gas exports could bode well for Golar. Overweighting package-delivery stock FedEx bolstered performance as well.

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

Fidelity Industrials Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

United Technologies Corp.

6.4

7.2

Danaher Corp.

5.8

5.0

Union Pacific Corp.

5.5

4.7

The Boeing Co.

5.4

4.5

FedEx Corp.

4.7

3.6

Honeywell International, Inc.

3.9

4.2

General Electric Co.

3.7

5.0

Caterpillar, Inc.

3.4

3.8

Dun & Bradstreet Corp.

2.9

1.9

General Dynamics Corp.

2.6

1.8

 

44.3

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Aerospace & Defense 23.5%

 

fgr1029442

Machinery 15.8%

 

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Professional Services 10.3%

 

fgr1029450

Industrial Conglomerates 9.5%

 

fgr1029454

Road & Rail 8.4%

 

fgr1029456

All Others* 32.5%

 

fgr1029596

As of March 31, 2014

fgr1029438

Machinery 22.3%

 

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Aerospace & Defense 21.9%

 

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Industrial Conglomerates 10.0%

 

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Electrical Equipment 9.2%

 

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Professional Services 8.5%

 

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All Others* 28.1%

 

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* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Industrials Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

AEROSPACE & DEFENSE - 23.5%

Aerospace & Defense - 23.5%

Alliant Techsystems, Inc.

167,247

$ 21,347,407

General Dynamics Corp.

266,540

33,874,569

Honeywell International, Inc.

543,436

50,604,760

L-3 Communications Holdings, Inc.

106,700

12,688,764

Teledyne Technologies, Inc. (a)

158,896

14,937,813

Textron, Inc.

502,815

18,096,312

The Boeing Co.

546,798

69,651,129

United Technologies Corp.

794,033

83,849,884

 

305,050,638

AIR FREIGHT & LOGISTICS - 4.7%

Air Freight & Logistics - 4.7%

FedEx Corp.

381,230

61,549,584

AIRLINES - 4.0%

Airlines - 4.0%

American Airlines Group, Inc.

654,327

23,215,522

Delta Air Lines, Inc.

806,800

29,165,820

 

52,381,342

BUILDING PRODUCTS - 2.9%

Building Products - 2.9%

A.O. Smith Corp.

486,477

23,000,633

Lennox International, Inc.

184,243

14,162,759

 

37,163,392

COMMERCIAL SERVICES & SUPPLIES - 3.0%

Diversified Support Services - 1.1%

KAR Auction Services, Inc.

511,900

14,655,697

Environmental & Facility Services - 1.4%

Waste Connections, Inc.

366,014

17,758,999

Office Services & Supplies - 0.5%

West Corp.

244,500

7,202,970

TOTAL COMMERCIAL SERVICES & SUPPLIES

39,617,666

CONSTRUCTION & ENGINEERING - 3.4%

Construction & Engineering - 3.4%

EMCOR Group, Inc.

339,175

13,553,433

Common Stocks - continued

Shares

Value

CONSTRUCTION & ENGINEERING - CONTINUED

Construction & Engineering - continued

Jacobs Engineering Group, Inc. (a)

384,200

$ 18,756,644

Tutor Perini Corp. (a)

443,290

11,702,856

 

44,012,933

ELECTRICAL EQUIPMENT - 7.2%

Electrical Components & Equipment - 6.3%

Eaton Corp. PLC

306,997

19,454,400

Emerson Electric Co.

382,421

23,931,906

EnerSys

119,100

6,984,024

Hubbell, Inc. Class B

84,699

10,208,770

Rockwell Automation, Inc.

190,230

20,902,472

 

81,481,572

Heavy Electrical Equipment - 0.9%

Babcock & Wilcox Co.

451,400

12,499,266

TOTAL ELECTRICAL EQUIPMENT

93,980,838

ENERGY EQUIPMENT & SERVICES - 0.5%

Oil & Gas Equipment & Services - 0.5%

Aspen Aerogels, Inc.

713,574

6,473,543

INDUSTRIAL CONGLOMERATES - 9.5%

Industrial Conglomerates - 9.5%

Danaher Corp.

991,919

75,366,006

General Electric Co.

1,891,000

48,447,420

 

123,813,426

MACHINERY - 15.8%

Agricultural & Farm Machinery - 2.2%

Deere & Co.

344,427

28,239,570

Construction Machinery & Heavy Trucks - 8.2%

Caterpillar, Inc.

449,726

44,536,366

Cummins, Inc.

212,257

28,013,679

Manitowoc Co., Inc.

1,155,387

27,093,825

Wabtec Corp.

94,626

7,668,491

 

107,312,361

Industrial Machinery - 5.4%

Crane Co.

120,600

7,623,126

Global Brass & Copper Holdings, Inc.

192,243

2,820,205

Hyster-Yale Materials Handling Class A

69,714

4,992,917

IDEX Corp.

131,033

9,482,858

Common Stocks - continued

Shares

Value

MACHINERY - CONTINUED

Industrial Machinery - continued

Pall Corp.

219,008

$ 18,330,970

Valmont Industries, Inc. (d)

198,934

26,842,165

 

70,092,241

TOTAL MACHINERY

205,644,172

OIL, GAS & CONSUMABLE FUELS - 2.2%

Oil & Gas Storage & Transport - 2.2%

Golar LNG Ltd. (d)

240,000

15,936,000

Scorpio Tankers, Inc.

1,454,683

12,088,416

 

28,024,416

PROFESSIONAL SERVICES - 10.3%

Human Resource & Employment Services - 2.5%

On Assignment, Inc. (a)

222,700

5,979,495

Towers Watson & Co.

260,831

25,952,685

 

31,932,180

Research & Consulting Services - 7.8%

Corporate Executive Board Co.

168,737

10,136,032

CRA International, Inc. (a)

92,000

2,339,560

Dun & Bradstreet Corp.

328,318

38,567,515

Huron Consulting Group, Inc. (a)

311,500

18,992,155

Nielsen Holdings B.V.

313,786

13,910,133

Verisk Analytics, Inc. (a)

293,055

17,844,119

 

101,789,514

TOTAL PROFESSIONAL SERVICES

133,721,694

ROAD & RAIL - 8.4%

Railroads - 6.0%

CSX Corp.

205,700

6,594,742

Union Pacific Corp.

654,786

70,991,898

 

77,586,640

Trucking - 2.4%

J.B. Hunt Transport Services, Inc.

432,350

32,015,518

TOTAL ROAD & RAIL

109,602,158

Common Stocks - continued

Shares

Value

TRADING COMPANIES & DISTRIBUTORS - 2.5%

Trading Companies & Distributors - 2.5%

MRC Global, Inc. (a)

457,800

$ 10,675,896

W.W. Grainger, Inc.

53,919

13,568,716

WESCO International, Inc. (a)

103,666

8,112,901

 

32,357,513

TOTAL COMMON STOCKS

(Cost $1,050,388,240)


1,273,393,315

Money Market Funds - 3.0%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

18,204,614

18,204,614

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

21,079,700

21,079,700

TOTAL MONEY MARKET FUNDS

(Cost $39,284,314)


39,284,314

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $1,089,672,554)

1,312,677,629

NET OTHER ASSETS (LIABILITIES) - (0.9)%

(11,667,776)

NET ASSETS - 100%

$ 1,301,009,853

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

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

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

$ 15,055

Fidelity Securities Lending Cash Central Fund

41,581

Total

$ 56,636

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 1,273,393,315

$ 1,266,919,772

$ 6,473,543

$ -

Money Market Funds

39,284,314

39,284,314

-

-

Total Investments in Securities:

$ 1,312,677,629

$ 1,306,204,086

$ 6,473,543

$ -

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

Annual Report

Fidelity Industrials Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $20,356,722) - See accompanying schedule:

Unaffiliated issuers (cost $1,050,388,240)

$ 1,273,393,315

 

Fidelity Central Funds (cost $39,284,314)

39,284,314

 

Total Investments (cost $1,089,672,554)

 

$ 1,312,677,629

Receivable for investments sold

12,990,006

Receivable for fund shares sold

435,532

Dividends receivable

1,707,370

Distributions receivable from Fidelity Central Funds

9,356

Total assets

1,327,819,893

 

 

 

Liabilities

Payable for investments purchased

$ 5,720,543

Other payables and accrued expenses

9,797

Collateral on securities loaned, at value

21,079,700

Total liabilities

26,810,040

 

 

 

Net Assets

$ 1,301,009,853

Net Assets consist of:

 

Paid in capital

$ 1,078,002,147

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

223,007,706

Net Assets, for 5,996,827 shares outstanding

$ 1,301,009,853

Net Asset Value, offering price and redemption price per share ($1,301,009,853 ÷ 5,996,827 shares)

$ 216.95

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 18,192,499

Interest

 

264,876

Income from Fidelity Central Funds (including $41,581 from security lending)

 

56,636

Total income

 

18,514,011

 

 

 

Expenses

Custodian fees and expenses

$ 33,202

Independent directors' compensation

5,253

Interest

2,751

Total expenses before reductions

41,206

Expense reductions

(5,253)

35,953

Net investment income (loss)

18,478,058

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

185,773,444

Foreign currency transactions

(5,426)

Total net realized gain (loss)

 

185,768,018

Change in net unrealized appreciation (depreciation) on:

Investment securities

(79,598,221)

Assets and liabilities in foreign currencies

(6,527)

Total change in net unrealized appreciation (depreciation)

 

(79,604,748)

Net gain (loss)

106,163,270

Net increase (decrease) in net assets resulting from operations

$ 124,641,328

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

Annual Report

Fidelity Industrials Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 18,478,058

$ 18,937,478

Net realized gain (loss)

185,768,018

103,903,557

Change in net unrealized appreciation (depreciation)

(79,604,748)

171,459,538

Net increase (decrease) in net assets resulting
from operations

124,641,328

294,300,573

Distributions to partners from net investment income

(18,367,409)

(18,580,889)

Affiliated share transactions
Proceeds from sales of shares

159,311,540

139,013,463

Reinvestment of distributions

18,366,978

18,580,468

Cost of shares redeemed

(181,422,684)

(118,900,259)

Net increase (decrease) in net assets resulting from share transactions

(3,744,166)

38,693,672

Total increase (decrease) in net assets

102,529,753

314,413,356

 

 

 

Net Assets

Beginning of period

1,198,480,100

884,066,744

End of period

$ 1,301,009,853

$ 1,198,480,100

Other Affiliated Information

Shares

Sold

736,096

816,331

Issued in reinvestment of distributions

83,949

106,075

Redeemed

(868,677)

(675,386)

Net increase (decrease)

(48,632)

247,020

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 198.24

$ 152.47

$ 117.43

$ 123.67

$ 101.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  3.18

  3.15

  2.81

  2.21

  1.67

Net realized and unrealized gain (loss)

  18.69

  45.71

  34.95

  (6.31)

  21.93

Total from investment operations

  21.87

  48.86

  37.76

  (4.10)

  23.60

Distributions to partners from net investment income

  (3.16)

  (3.09)

  (2.72)

  (2.14)

  (1.56)

Net asset value, end of period

$ 216.95

$ 198.24

$ 152.47

$ 117.43

$ 123.67

Total Return A

  11.03%

  32.33%

  32.29%

  (3.60)%

  23.36%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of fee waivers, if any

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of all reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Net investment income (loss)

  1.46%

  1.80%

  1.95%

  1.56%

  1.46%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,301,010

$ 1,198,480

$ 884,067

$ 627,769

$ 656,960

Portfolio turnover rate D

  77% G

  73% G

  85%

  105%

  105% 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.

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

E Amount represents less than .01%.

F 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.

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

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

Annual Report

Fidelity Information Technology Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Information Technology Central Fund

19.01%

17.11%

13.21%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Information Technology Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029606

Annual Report

Fidelity Information Technology Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Charlie Chai, Portfolio Manager of Fidelity® Information Technology Central Fund: For the year, the fund returned 19.01%, trailing the 25.52% return of the MSCI U.S. IMI Information Technology 25-50 Index and also lagging the S&P 500®. The tech sector enjoyed above-market performance in a number of groups, including technology hardware, storage & peripherals and semiconductors. Versus the MSCI index, the fund's results were hampered by weak stock selection, most notably in semiconductors and in semiconductor equipment. Underweighting large-cap stocks in the benchmark and overweighting mid- and small-caps also hurt the fund, as did the impact of a strong U.S. dollar on foreign investments. At the stock level, the fund's performance suffered due to not owning index heavyweight Intel and a sizable underweighting in Microsoft, our two biggest relative detractors. Shares of the personal computer chipmaker and operating system provider were aided by a resurgence of PC buying triggered in part by Microsoft's decision to terminate support for its aging Windows® XP operating system. A modest cash position also hurt in a strongly rising market. Conversely, little to no exposure to IT consultant IBM contributed, as the share price of this slow-growing index component posted a gain but substantially lagged our benchmark. Another contributor was South Korea-based mobile messaging provider NAVER, a non-index stock.

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

Fidelity Information Technology Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

10.6

8.3

Facebook, Inc. Class A

4.9

5.5

Google, Inc. Class A

4.7

10.1

Google, Inc. Class C

4.5

0.0

Microsoft Corp.

3.1

5.6

Fidelity National Information Services, Inc.

2.5

2.4

Baidu.com, Inc. sponsored ADR

2.5

0.0

Adobe Systems, Inc.

2.2

1.2

NAVER Corp.

2.0

1.8

Concur Technologies, Inc.

1.9

0.1

 

38.9

Top Industries (% of fund's net assets)

As of September 30, 2014

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Internet Software & Services 28.0%

 

fgr1029609

Software 19.3%

 

fgr1029446

Technology Hardware,
Storage & Peripherals 14.8%

 

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Semiconductors &
Semiconductor Equipment 8.0%

 

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IT Services 6.5%

 

fgr1029456

All Others* 23.4%

 

fgr1029615

As of March 31, 2014

fgr1029438

Internet Software &
Services 30.1%

 

fgr1029442

Software 17.1%

 

fgr1029446

IT Services 11.8%

 

fgr1029450

Technology Hardware,
Storage & Peripherals 11.7%

 

fgr1029454

Semiconductors &
Semiconductor Equipment 9.2%

 

fgr1029456

All Others* 20.1%

 

fgr1029623

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Information Technology Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 95.8%

Shares

Value

AUTOMOBILES - 0.3%

Automobile Manufacturers - 0.3%

Tesla Motors, Inc. (a)

28,335

$ 6,876,338

CHEMICALS - 0.0%

Specialty Chemicals - 0.0%

Nitto Denko Corp.

4,700

257,766

COMMUNICATIONS EQUIPMENT - 2.9%

Communications Equipment - 2.9%

ADVA Optical Networking SE (a)

13,135

48,377

F5 Networks, Inc. (a)

40,355

4,791,753

Ixia (a)

446,899

4,084,657

Juniper Networks, Inc.

693,101

15,352,187

Palo Alto Networks, Inc. (a)

44,200

4,336,020

Procera Networks, Inc. (a)(d)

39,700

380,326

QUALCOMM, Inc.

165,700

12,389,389

Radware Ltd. (a)

548,027

9,678,157

Riverbed Technology, Inc. (a)

528,951

9,809,396

Sandvine Corp. (U.K.) (a)

24,200

59,854

Sonus Networks, Inc. (a)

62,000

212,040

Spirent Communications PLC

6,145,600

10,421,235

 

71,563,391

CONSTRUCTION MATERIALS - 0.0%

Construction Materials - 0.0%

Universal Cement Corp.

1,336,200

1,170,603

DIVERSIFIED CONSUMER SERVICES - 0.2%

Education Services - 0.1%

TAL Education Group ADR (a)(d)

39,500

1,380,130

Specialized Consumer Services - 0.1%

LifeLock, Inc. (a)

259,733

3,711,585

TOTAL DIVERSIFIED CONSUMER SERVICES

5,091,715

DIVERSIFIED TELECOMMUNICATION SERVICES - 0.2%

Alternative Carriers - 0.2%

8x8, Inc. (a)

718,500

4,799,580

ELECTRICAL EQUIPMENT - 1.1%

Electrical Components & Equipment - 1.0%

Acuity Brands, Inc.

198,600

23,377,206

Common Stocks - continued

Shares

Value

ELECTRICAL EQUIPMENT - CONTINUED

Heavy Electrical Equipment - 0.1%

Mitsubishi Electric Corp.

191,000

$ 2,543,474

TOTAL ELECTRICAL EQUIPMENT

25,920,680

ELECTRONIC EQUIPMENT & COMPONENTS - 5.9%

Electronic Components - 2.6%

Alps Electric Co. Ltd.

755,300

12,967,676

Delta Electronics, Inc.

543,000

3,427,219

Iljin Materials Co. Ltd. (a)

19,900

182,787

InvenSense, Inc. (a)(d)

52,035

1,026,651

Iriso Electronics Co. Ltd.

16,400

1,300,935

Japan Aviation Electronics Industry Ltd.

94,000

2,142,694

Largan Precision Co. Ltd.

32,000

2,293,228

Ledlink Optics, Inc.

1,380,037

2,486,063

Mitsumi Electric Co. Ltd.

479,100

3,459,742

OMRON Corp.

275,200

12,495,974

Samsung SDI Co. Ltd.

19,642

2,280,814

Sapphire Technology Co. Ltd. (a)

22,322

385,099

Sunny Optical Technology Group Co. Ltd.

4,501,000

6,677,723

TDK Corp.

48,100

2,684,039

Yageo Corp.

18,402,000

9,119,754

Yaskawa Electric Corp.

84,200

1,140,068

 

64,070,466

Electronic Equipment & Instruments - 1.1%

Chroma ATE, Inc.

2,796,188

7,767,189

Cognex Corp. (a)

59,200

2,383,984

FEI Co.

7,400

558,108

PAX Global Technology Ltd. (a)

4,634,000

4,088,025

Posiflex Technologies, Inc.

39,195

215,173

TPK Holding Co. Ltd.

2,191,000

13,144,560

 

28,157,039

Electronic Manufacturing Services - 1.8%

AIC, Inc.

178,000

886,489

Merry Electronics Co. Ltd.

456,000

2,121,105

TE Connectivity Ltd.

255,145

14,106,967

Trimble Navigation Ltd. (a)

926,827

28,268,224

 

45,382,785

Common Stocks - continued

Shares

Value

ELECTRONIC EQUIPMENT & COMPONENTS - CONTINUED

Technology Distributors - 0.4%

Digital China Holdings Ltd. (H Shares)

10,264,000

$ 9,186,887

TOTAL ELECTRONIC EQUIPMENT & COMPONENTS

146,797,177

HEALTH CARE EQUIPMENT & SUPPLIES - 0.4%

Health Care Equipment - 0.4%

Intai Technology Corp.

901,000

5,079,602

PW Medtech Group Ltd. (a)

8,809,000

4,685,367

 

9,764,969

HEALTH CARE PROVIDERS & SERVICES - 0.0%

Managed Health Care - 0.0%

HealthEquity, Inc. (a)

6,000

109,860

HEALTH CARE TECHNOLOGY - 1.4%

Health Care Technology - 1.4%

athenahealth, Inc. (a)(d)

124,030

16,333,511

M3, Inc.

447,500

7,181,217

Medidata Solutions, Inc. (a)

268,400

11,887,436

 

35,402,164

HOUSEHOLD DURABLES - 0.5%

Consumer Electronics - 0.5%

Altek Corp.

1,000,000

846,483

Sony Corp.

127,000

2,279,299

Sony Corp. sponsored ADR (d)

484,600

8,742,184

 

11,867,966

INTERNET & CATALOG RETAIL - 3.0%

Internet Retail - 3.0%

Ctrip.com International Ltd. sponsored ADR (a)

765,351

43,441,323

Groupon, Inc. Class A (a)

2,311,300

15,439,484

HomeAway, Inc. (a)

209

7,420

InterPark INT Corp.

5,265

117,532

Jumei International Holding Ltd. sponsored ADR (d)

4,700

110,356

MySale Group PLC

38,500

126,077

priceline.com, Inc. (a)

5,200

6,024,616

Qunar Cayman Islands Ltd. sponsored ADR

36,800

1,017,520

RetailMeNot, Inc. (a)(d)

43,900

709,424

Travelport Worldwide Ltd. (a)

39,700

653,462

TripAdvisor, Inc. (a)

10,640

972,709

Common Stocks - continued

Shares

Value

INTERNET & CATALOG RETAIL - CONTINUED

Internet Retail - continued

Vipshop Holdings Ltd. ADR (a)

88

$ 16,633

zulily, Inc. Class A

117,226

4,441,693

 

73,078,249

INTERNET SOFTWARE & SERVICES - 27.7%

Internet Software & Services - 27.7%

21Vianet Group, Inc. ADR (a)(d)

409,000

7,362,000

58.com, Inc. ADR (d)

261,600

9,744,600

Addcn Technology Co. Ltd.

93,000

981,361

Alibaba Group Holding Ltd. sponsored ADR

23,000

2,043,550

Amber Road, Inc. (a)

100

1,734

Autohome, Inc. ADR Class A

5,206

218,704

Baidu.com, Inc. sponsored ADR (a)

278,200

60,711,586

ChannelAdvisor Corp. (a)

417,239

6,842,720

Constant Contact, Inc. (a)

78,000

2,116,920

Cornerstone OnDemand, Inc. (a)

440,504

15,157,743

Cvent, Inc. (a)

131,887

3,345,973

Demandware, Inc. (a)

116,820

5,948,474

E2open, Inc. (a)(d)

316,304

2,944,790

eBay, Inc. (a)

352,300

19,950,749

eGain Communications Corp. (a)

130,650

783,900

Endurance International Group Holdings, Inc.

983,200

15,996,664

Facebook, Inc. Class A (a)

1,544,463

122,074,356

Google, Inc.:

Class A (a)

196,373

115,547,837

Class C (a)

191,573

110,606,587

Just Dial Ltd.

9,503

250,186

LinkedIn Corp. (a)

99,400

20,654,326

Marketo, Inc. (a)(d)

221,830

7,165,109

Move, Inc. (a)

324,904

6,809,988

NAVER Corp.

64,710

49,500,896

NIC, Inc.

118,124

2,034,095

Opower, Inc.

36,600

690,276

Q2 Holdings, Inc. (a)

72,400

1,013,600

Rackspace Hosting, Inc. (a)

81,026

2,637,396

SciQuest, Inc. (a)

100,219

1,507,294

SouFun Holdings Ltd. ADR

20,500

203,975

TelecityGroup PLC

705,200

8,551,398

Tencent Holdings Ltd.

326,400

4,857,305

Textura Corp. (a)(d)

395,004

10,428,106

Trulia, Inc. (a)

4,300

210,270

Common Stocks - continued

Shares

Value

INTERNET SOFTWARE & SERVICES - CONTINUED

Internet Software & Services - continued

Twitter, Inc.

611,100

$ 31,520,538

Web.com Group, Inc. (a)

354,216

7,070,151

Weibo Corp. sponsored ADR (d)

184,400

3,446,436

Yahoo!, Inc. (a)

6,076

247,597

Yandex NV (a)

396,400

11,017,938

Yelp, Inc. (a)(d)

198,133

13,522,577

YY, Inc. ADR (a)

300

22,467

 

685,742,172

IT SERVICES - 6.5%

Data Processing & Outsourced Services - 5.3%

Alliance Data Systems Corp. (a)

29,900

7,423,273

Computer Sciences Corp.

204,700

12,517,405

DST Systems, Inc.

100,152

8,404,756

Euronet Worldwide, Inc. (a)

69,264

3,310,127

Fidelity National Information Services, Inc.

1,107,137

62,331,813

Fiserv, Inc. (a)

3,400

219,759

Global Payments, Inc.

22,400

1,565,312

NETELLER PLC (a)

1,158,447

9,643,614

QIWI PLC Class B sponsored ADR (d)

6,100

192,699

Quindell PLC

897,933

2,114,381

Total System Services, Inc.

580,548

17,973,766

Vantiv, Inc. (a)

145,500

4,495,950

 

130,192,855

IT Consulting & Other Services - 1.2%

Cognizant Technology Solutions Corp. Class A (a)

358,394

16,045,299

EPAM Systems, Inc. (a)

91,734

4,017,032

Fujitsu Ltd.

370,000

2,277,183

Unisys Corp. (a)

265,000

6,203,650

Virtusa Corp. (a)

38,700

1,376,172

 

29,919,336

TOTAL IT SERVICES

160,112,191

LEISURE PRODUCTS - 1.4%

Leisure Products - 1.4%

Bandai Namco Holdings, Inc.

310,700

7,974,657

Sega Sammy Holdings, Inc.

1,638,300

26,365,165

 

34,339,822

Common Stocks - continued

Shares

Value

MACHINERY - 0.0%

Industrial Machinery - 0.0%

King Slide Works Co. Ltd.

46,000

$ 519,428

MEDIA - 0.9%

Broadcasting - 0.4%

Fuji Media Holdings, Inc.

642,100

9,548,804

Cable & Satellite - 0.5%

Naspers Ltd. Class N

111,500

12,303,516

Publishing - 0.0%

NEXT Co. Ltd.

93,300

632,067

TOTAL MEDIA

22,484,387

PROFESSIONAL SERVICES - 1.0%

Human Resource & Employment Services - 0.5%

51job, Inc. sponsored ADR (a)

8,200

245,426

Paylocity Holding Corp. (a)(d)

59,100

1,161,315

WageWorks, Inc. (a)

241,200

10,981,836

 

12,388,577

Research & Consulting Services - 0.5%

ICF International, Inc. (a)

60,700

1,868,953

Verisk Analytics, Inc. (a)

169,532

10,322,803

 

12,191,756

TOTAL PROFESSIONAL SERVICES

24,580,333

ROAD & RAIL - 0.0%

Trucking - 0.0%

Car, Inc. (a)

438,000

671,256

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 8.0%

Semiconductor Equipment - 0.9%

Aixtron AG (a)

84,229

1,275,866

ASM Pacific Technology Ltd.

230,000

2,276,348

GT Advanced Technologies, Inc. (a)(d)

587,763

6,365,473

Nanometrics, Inc. (a)

103,900

1,568,890

Rubicon Technology, Inc. (a)(d)

898,232

3,817,486

SMA Solar Technology AG (a)(d)

77,264

2,039,595

SunEdison, Inc. (a)

227,700

4,298,976

Tessera Technologies, Inc.

8,366

222,368

Ultratech, Inc. (a)

18,100

411,775

 

22,276,777

Common Stocks - continued

Shares

Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - CONTINUED

Semiconductors - 7.1%

Atmel Corp. (a)

255,300

$ 2,062,824

Audience, Inc. (a)

454,700

3,364,780

Broadcom Corp. Class A

306,984

12,408,293

Cree, Inc. (a)

200,537

8,211,990

Crystalwise Technology, Inc. (a)

110,275

98,058

EPISTAR Corp.

2,123,000

3,971,029

First Solar, Inc. (a)

365,200

24,033,812

Freescale Semiconductor, Inc. (a)

429,191

8,382,100

Genesis Photonics, Inc. (a)

4,761,766

2,723,693

Himax Technologies, Inc. sponsored ADR

404,700

4,107,705

Inphi Corp. (a)

3,600

51,768

Intermolecular, Inc. (a)

813,134

1,886,471

Intersil Corp. Class A

151,717

2,155,899

Lextar Electronics Corp.

489,000

490,286

M/A-COM Technology Solutions, Inc. (a)

105,600

2,306,304

Macronix International Co. Ltd. (a)

933,000

209,174

MagnaChip Semiconductor Corp. (a)

291,827

3,414,376

Melexis NV

76,770

3,499,928

Mellanox Technologies Ltd. (a)(d)

297,422

13,345,325

Micrel, Inc.

103,200

1,241,496

Micron Technology, Inc. (a)

7,700

263,802

Microsemi Corp. (a)

29,400

747,054

Monolithic Power Systems, Inc.

201,051

8,856,297

NXP Semiconductors NV (a)

190,611

13,043,511

On-Bright Electronics, Inc.

176,000

1,128,205

PixArt Imaging, Inc.

39,000

97,436

PMC-Sierra, Inc. (a)

468,900

3,497,994

Power Integrations, Inc.

65,300

3,520,323

Radiant Opto-Electronics Corp.

1,044,000

4,135,503

RF Micro Devices, Inc. (a)

411,431

4,747,914

Sanken Electric Co. Ltd.

285,000

2,393,298

Semiconductor Manufacturing International Corp. (a)

85,527,000

8,795,536

Semtech Corp. (a)

56,700

1,539,405

Seoul Semiconductor Co. Ltd.

326,247

7,406,622

Silicon Laboratories, Inc. (a)

119,400

4,852,416

Sitronix Technology Corp.

575,000

1,366,617

Spansion, Inc. Class A (a)

106,400

2,424,856

SunEdison Semiconductor Ltd.

156,150

3,021,503

Common Stocks - continued

Shares

Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - CONTINUED

Semiconductors - continued

TriQuint Semiconductor, Inc. (a)

306,900

$ 5,852,583

YoungTek Electronics Corp.

770

1,521

 

175,657,707

TOTAL SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT

197,934,484

SOFTWARE - 19.3%

Application Software - 10.7%

Adobe Systems, Inc. (a)

777,407

53,788,790

ANSYS, Inc. (a)

31,511

2,384,437

Aspen Technology, Inc. (a)

204,380

7,709,214

Autodesk, Inc. (a)

324,600

17,885,460

Broadleaf Co. Ltd.

2,700

43,476

BroadSoft, Inc. (a)

254,142

5,347,148

Callidus Software, Inc. (a)

101,600

1,221,232

Citrix Systems, Inc. (a)

172,278

12,290,313

Concur Technologies, Inc. (a)

361,839

45,888,422

Guidewire Software, Inc. (a)

402

17,825

Interactive Intelligence Group, Inc. (a)

291,450

12,182,610

Intuit, Inc.

218,700

19,169,055

Jive Software, Inc. (a)

100,056

583,326

Kingdee International Software Group Co. Ltd. (a)

35,929,600

10,642,586

Linx SA

48,200

1,008,208

MicroStrategy, Inc. Class A (a)

71,086

9,300,892

MobileIron, Inc.

1,300

14,482

Mobileye NV (a)

100

5,359

Paycom Software, Inc.

100

1,656

PROS Holdings, Inc. (a)

20,867

525,848

Qlik Technologies, Inc. (a)

259,000

7,003,360

salesforce.com, Inc. (a)

645,469

37,133,832

SolarWinds, Inc. (a)

8,631

362,934

Splunk, Inc. (a)

62,997

3,487,514

TIBCO Software, Inc. (a)

646,477

15,276,252

Ultimate Software Group, Inc. (a)

207

29,293

Workday, Inc. Class A (a)

2,459

202,868

Zendesk, Inc.

79,569

1,717,895

 

265,224,287

Home Entertainment Software - 1.4%

Activision Blizzard, Inc.

496,540

10,323,067

Devsisters Co. Ltd. (a)

14,535

730,229

Common Stocks - continued

Shares

Value

SOFTWARE - CONTINUED

Home Entertainment Software - continued

Electronic Arts, Inc. (a)

1,300

$ 46,293

Nintendo Co. Ltd.

166,400

18,125,679

Nintendo Co. Ltd. ADR

54,500

740,383

Ourgame International Holdings Ltd.

6,701,000

3,469,226

 

33,434,877

Systems Software - 7.2%

Allot Communications Ltd. (a)(d)

531,709

6,072,117

CommVault Systems, Inc. (a)

43,800

2,207,520

CyberArk Software Ltd. (a)

10,000

320,100

Exact Holdings NV

126,500

4,473,723

Fleetmatics Group PLC (a)

361,947

11,039,384

Imperva, Inc. (a)

49,191

1,413,257

Infoblox, Inc. (a)

89,200

1,315,700

Microsoft Corp.

1,672,743

77,548,365

NetSuite, Inc. (a)

320,639

28,710,016

Oracle Corp.

300,600

11,506,968

Red Hat, Inc. (a)

334,340

18,773,191

ServiceNow, Inc. (a)

244,455

14,369,065

Varonis Systems, Inc.

100

2,110

 

177,751,516

TOTAL SOFTWARE

476,410,680

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 14.8%

Technology Hardware, Storage & Peripherals - 14.8%

ADLINK Technology, Inc.

90,953

222,748

Apple, Inc.

2,594,170

261,362,619

BlackBerry Ltd. (a)(d)

2,514

24,989

Cray, Inc. (a)

665,478

17,462,143

Hewlett-Packard Co.

955,100

33,877,397

Lite-On Technology Corp.

3,403,829

4,906,571

NEC Corp.

5,160,000

17,831,229

Nimble Storage, Inc.

137,900

3,581,263

QLogic Corp. (a)

3,800

34,808

Samsung Electronics Co. Ltd.

18,522

20,787,761

Silicon Graphics International Corp. (a)

425,876

3,930,835

Stratasys Ltd. (a)

9,600

1,159,488

 

365,181,851

Common Stocks - continued

Shares

Value

WIRELESS TELECOMMUNICATION SERVICES - 0.3%

Wireless Telecommunication Services - 0.3%

RingCentral, Inc.

572,600

$ 7,277,746

TOTAL COMMON STOCKS

(Cost $2,019,962,272)


2,367,954,808

Convertible Preferred Stocks - 0.3%

 

 

 

 

INTERNET SOFTWARE & SERVICES - 0.3%

Internet Software & Services - 0.3%

Uber Technologies, Inc. 8.00% (e)

122,478

7,600,029

IT SERVICES - 0.0%

Data Processing & Outsourced Services - 0.0%

Nutanix, Inc. Series E (e)

68,486

917,473

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $8,517,502)


8,517,502

Money Market Funds - 5.0%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

87,512,607

87,512,607

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

35,493,306

35,493,306

TOTAL MONEY MARKET FUNDS

(Cost $123,005,913)


123,005,913

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $2,151,485,687)

2,499,478,223

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(26,890,161)

NET ASSETS - 100%

$ 2,472,588,062

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,517,502 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Nutanix, Inc. Series E

8/26/14

$ 917,473

Uber Technologies, Inc. 8.00%

6/6/14

$ 7,600,029

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

$ 56,403

Fidelity Securities Lending Cash Central Fund

1,048,278

Total

$ 1,104,681

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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 tables 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:

Common Stocks

$ 2,367,954,808

$ 2,322,771,140

$ 36,063,914

$ 9,119,754

Convertible Preferred Stocks

8,517,502

-

-

8,517,502

Money Market Funds

123,005,913

123,005,913

-

-

Total Investments in Securities:

$ 2,499,478,223

$ 2,445,777,053

$ 36,063,914

$ 17,637,256

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 19,841,984

Level 2 to Level 1

$ 19,422,786

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

74.5%

Cayman Islands

8.0%

Japan

5.9%

Korea (South)

3.2%

Taiwan

2.1%

Israel

1.2%

Netherlands

1.1%

Others (Individually Less Than 1%)

4.0%

 

100.0%

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

Annual Report

Fidelity Information Technology Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $34,436,274) - See accompanying schedule:

Unaffiliated issuers (cost $2,028,479,774)

$ 2,376,472,310

 

Fidelity Central Funds (cost $123,005,913)

123,005,913

 

Total Investments (cost $2,151,485,687)

 

$ 2,499,478,223

Cash

 

746,310

Receivable for investments sold

54,675,379

Receivable for fund shares sold

4,943,610

Dividends receivable

5,223,842

Distributions receivable from Fidelity Central Funds

171,463

Total assets

2,565,238,827

 

 

 

Liabilities

Payable for investments purchased

$ 57,088,257

Payable for fund shares redeemed

371

Other payables and accrued expenses

68,831

Collateral on securities loaned, at value

35,493,306

Total liabilities

92,650,765

 

 

 

Net Assets

$ 2,472,588,062

Net Assets consist of:

 

Paid in capital

$ 2,124,607,146

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

347,980,916

Net Assets, for 9,402,073 shares outstanding

$ 2,472,588,062

Net Asset Value, offering price and redemption price per share ($2,472,588,062 ÷ 9,402,073 shares)

$ 262.98

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 19,683,248

Interest

 

34

Income from Fidelity Central Funds (including $1,048,278 from security lending)

 

1,104,681

Total income

 

20,787,963

 

 

 

Expenses

Custodian fees and expenses

$ 204,595

Independent directors' compensation

8,944

Interest

1,814

Total expenses before reductions

215,353

Expense reductions

(9,041)

206,312

Net investment income (loss)

20,581,651

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

425,590,088

Foreign currency transactions

(237,214)

Total net realized gain (loss)

 

425,352,874

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $5,348)

(76,936,556)

Assets and liabilities in foreign currencies

9,348

Total change in net unrealized appreciation (depreciation)

 

(76,927,208)

Net gain (loss)

348,425,666

Net increase (decrease) in net assets resulting from operations

$ 369,007,317

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

Annual Report

Fidelity Information Technology Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 20,581,651

$ 15,931,616

Net realized gain (loss)

425,352,874

227,625,091

Change in net unrealized appreciation (depreciation)

(76,927,208)

55,667,565

Net increase (decrease) in net assets resulting
from operations

369,007,317

299,224,272

Distributions to partners from net investment income

(15,387,304)

(14,619,205)

Affiliated share transactions
Proceeds from sales of shares

374,503,929

238,329,770

Reinvestment of distributions

15,387,067

14,618,981

Cost of shares redeemed

(256,747,220)

(183,706,801)

Net increase (decrease) in net assets resulting from share transactions

133,143,776

69,241,950

Total increase (decrease) in net assets

486,763,789

353,847,017

 

 

 

Net Assets

Beginning of period

1,985,824,273

1,631,977,256

End of period

$ 2,472,588,062

$ 1,985,824,273

Other Affiliated Information

Shares

Sold

1,497,802

1,237,669

Issued in reinvestment of distributions

60,934

73,260

Redeemed

(1,081,601)

(929,781)

Net increase (decrease)

477,135

381,148

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 222.50

$ 191.01

$ 150.22

$ 153.23

$ 122.94

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.33

  1.80

  1.20

  .72

  .59

Net realized and unrealized gain (loss)

  39.88

  31.33

  40.67

  (3.04)

  30.27

Total from investment operations

  42.21

  33.13

  41.87

  (2.32)

  30.86

Distributions to partners from net investment income

  (1.73)

  (1.64)

  (1.08)

  (.69)

  (.57)

Net asset value, end of period

$ 262.98

$ 222.50

$ 191.01

$ 150.22

$ 153.23

Total ReturnA

  19.01%

  17.45%

  27.92%

  (1.58)%

  25.16%

Ratios to Average Net Assets C, E

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of all reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Net investment income (loss)

  .94%

  .92%

  .68%

  .41%

  .43%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,472,588

$ 1,985,824

$ 1,631,977

$ 1,114,087

$ 1,002,770

Portfolio turnover rate D

  179% F

  157% F

  195%

  188%

  128% F

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.

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

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

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

Annual Report

Fidelity Materials Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Materials Central Fund

12.70%

15.09%

12.91%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Materials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029625

Annual Report

Fidelity Materials Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Tobias Welo, Portfolio Manager of Fidelity® Materials Central Fund: For the year, the fund returned 12.70%, well behind the 17.99% gain of the MSCI U.S. IMI Materials 25-50 Index and also trailing the S&P 500®. Versus the broader market, gold and silver, as well as diversified metals & mining and paper products, weighed on the sector's performance, while strong outperformance in aluminum and commodity chemicals, among other groups, helped. Versus the MSCI index, the fund's results suffered the most due to stock selection in diversified chemicals and exposure to the out-of-benchmark coal & consumable fuels group. Performance also was curbed by my decision to avoid major aluminum producer Alcoa, an index name that returned 100%. In diversified chemicals, a significant overweighting in FMC hampered performance and was our largest detractor. The company lowered its second-quarter and full-year financial guidance in June, triggering a decline in its share price. Not owning Dow Chemical, a strong-performing index component, also detracted, as did a non-index stake in coal producer Peabody Energy. Conversely, stock decisions in fertilizers & agricultural chemicals and the hard-hit gold segment were noteworthy positives. Gold miner Newmont Mining was the fund's top contributor, as avoiding this weak-performing index stock paid off. Overweighting Netherlands-based chemical producer LyondellBasell Industries also lifted relative performance.

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

Annual Report

Fidelity Materials Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

E.I. du Pont de Nemours & Co.

8.7

0.0

LyondellBasell Industries NV Class A

7.1

6.9

Monsanto Co.

6.1

9.4

Praxair, Inc.

5.6

5.6

Freeport-McMoRan, Inc.

4.9

0.0

Eastman Chemical Co.

4.7

4.8

CF Industries Holdings, Inc.

4.4

4.5

Rock-Tenn Co. Class A

3.8

3.5

FMC Corp.

3.8

5.3

Sherwin-Williams Co.

3.2

2.8

 

52.3

Top Industries (% of fund's net assets)

As of September 30, 2014

fgr1029438

Chemicals 66.3%

 

fgr1029442

Metals & Mining 14.8%

 

fgr1029446

Containers & Packaging 10.3%

 

fgr1029450

Construction Materials 5.1%

 

fgr1029454

Oil, Gas & Consumable Fuels 1.6%

 

fgr1029456

All Others* 1.9%

 

fgr1029633

As of March 31, 2014

fgr1029438

Chemicals 69.7%

 

fgr1029442

Containers & Packaging 9.7%

 

fgr1029446

Metals & Mining 6.8%

 

fgr1029450

Construction Materials 5.6%

 

fgr1029454

Paper & Forest Products 4.1%

 

fgr1029456

All Others* 4.1%

 

fgr1029641

* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Materials Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.2%

Shares

Value

CHEMICALS - 66.3%

Commodity Chemicals - 15.7%

Axiall Corp.

303,470

$ 10,867,261

Cabot Corp.

194,535

9,876,542

Koppers Holdings, Inc.

74,400

2,467,104

LyondellBasell Industries NV Class A

316,230

34,361,552

Methanex Corp.

159,000

10,613,724

Orion Engineered Carbons SA (a)

178,200

3,139,884

Westlake Chemical Corp.

51,300

4,442,067

 

75,768,134

Diversified Chemicals - 18.8%

E.I. du Pont de Nemours & Co.

585,300

42,001,127

Eastman Chemical Co.

281,589

22,777,734

FMC Corp.

320,229

18,313,897

Huntsman Corp.

293,200

7,620,268

 

90,713,026

Fertilizers & Agricultural Chemicals - 13.5%

CF Industries Holdings, Inc.

75,238

21,007,954

Monsanto Co.

262,634

29,548,951

Potash Corp. of Saskatchewan, Inc. (d)

137,000

4,743,837

The Mosaic Co.

215,200

9,557,032

 

64,857,774

Industrial Gases - 7.3%

Airgas, Inc.

76,703

8,487,187

Praxair, Inc.

208,300

26,870,700

 

35,357,887

Specialty Chemicals - 11.0%

Ecolab, Inc.

73,848

8,479,966

Innospec, Inc.

106,359

3,818,288

NewMarket Corp.

17,995

6,856,455

Sherwin-Williams Co.

71,739

15,710,124

Sigma Aldrich Corp.

36,491

4,963,141

W.R. Grace & Co. (a)

147,696

13,431,474

 

53,259,448

TOTAL CHEMICALS

319,956,269

Common Stocks - continued

Shares

Value

CONSTRUCTION MATERIALS - 5.1%

Construction Materials - 5.1%

Eagle Materials, Inc.

125,357

$ 12,765,103

Vulcan Materials Co.

192,841

11,614,813

 

24,379,916

CONTAINERS & PACKAGING - 10.3%

Metal & Glass Containers - 2.0%

Aptargroup, Inc.

159,353

9,672,727

Paper Packaging - 8.3%

Graphic Packaging Holding Co. (a)

1,068,176

13,277,428

Packaging Corp. of America

127,300

8,124,286

Rock-Tenn Co. Class A

389,964

18,554,487

 

39,956,201

TOTAL CONTAINERS & PACKAGING

49,628,928

ENERGY EQUIPMENT & SERVICES - 0.5%

Oil & Gas Equipment & Services - 0.5%

Aspen Aerogels, Inc.

273,469

2,480,911

METALS & MINING - 14.8%

Aluminum - 0.8%

Constellium NV (a)

159,900

3,935,139

Diversified Metals & Mining - 5.3%

Copper Mountain Mining Corp. (a)

783,600

1,693,211

Freeport-McMoRan, Inc.

723,800

23,632,070

 

25,325,281

Gold - 2.1%

Franco-Nevada Corp.

79,466

3,900,394

Royal Gold, Inc.

98,069

6,368,601

 

10,268,995

Steel - 6.6%

Carpenter Technology Corp.

121,867

5,502,295

Nucor Corp.

232,800

12,636,384

TimkenSteel Corp.

81,600

3,793,584

United States Steel Corp. (d)

165,400

6,478,718

Worthington Industries, Inc.

90,662

3,374,440

 

31,785,421

TOTAL METALS & MINING

71,314,836

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - 1.6%

Coal & Consumable Fuels - 1.6%

Peabody Energy Corp. (d)

613,179

$ 7,591,156

PAPER & FOREST PRODUCTS - 0.6%

Forest Products - 0.6%

Boise Cascade Co. (a)

99,500

2,998,930

TOTAL COMMON STOCKS

(Cost $392,184,685)


478,350,946

Money Market Funds - 3.5%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

3,686,695

3,686,695

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

13,268,260

13,268,260

TOTAL MONEY MARKET FUNDS

(Cost $16,954,955)


16,954,955

TOTAL INVESTMENT PORTFOLIO - 102.7%

(Cost $409,139,640)

495,305,901

NET OTHER ASSETS (LIABILITIES) - (2.7)%

(12,833,829)

NET ASSETS - 100%

$ 482,472,072

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

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

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

$ 4,533

Fidelity Securities Lending Cash Central Fund

61,467

Total

$ 66,000

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 478,350,946

$ 475,870,035

$ 2,480,911

$ -

Money Market Funds

16,954,955

16,954,955

-

-

Total Investments in Securities:

$ 495,305,901

$ 492,824,990

$ 2,480,911

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

87.0%

Netherlands

7.9%

Canada

4.4%

Others (Individually Less Than 1%)

0.7%

 

100.0%

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

Annual Report

Fidelity Materials Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $12,853,106) - See accompanying schedule:

Unaffiliated issuers (cost $392,184,685)

$ 478,350,946

 

Fidelity Central Funds (cost $16,954,955)

16,954,955

 

Total Investments (cost $409,139,640)

 

$ 495,305,901

Receivable for investments sold

3,291,148

Receivable for fund shares sold

9,581

Dividends receivable

405,836

Distributions receivable from Fidelity Central Funds

5,304

Total assets

499,017,770

 

 

 

Liabilities

Payable for investments purchased

$ 3,271,705

Other payables and accrued expenses

5,733

Collateral on securities loaned, at value

13,268,260

Total liabilities

16,545,698

 

 

 

Net Assets

$ 482,472,072

Net Assets consist of:

 

Paid in capital

$ 396,306,143

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

86,165,929

Net Assets, for 2,098,132 shares outstanding

$ 482,472,072

Net Asset Value, offering price and redemption price per share ($482,472,072 ÷ 2,098,132 shares)

$ 229.95

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

Annual Report

Fidelity Materials Central Fund
Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 6,902,028

Interest

 

101,485

Income from Fidelity Central Funds (including $61,467 from security lending)

 

66,000

Total income

 

7,069,513

 

 

 

Expenses

Custodian fees and expenses

$ 21,587

Independent directors' compensation

1,843

Interest

414

Total expenses before reductions

23,844

Expense reductions

(1,843)

22,001

Net investment income (loss)

7,047,512

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

49,675,111

Foreign currency transactions

(3,665)

Total net realized gain (loss)

 

49,671,446

Change in net unrealized appreciation (depreciation) on:

Investment securities

(6,725,545)

Assets and liabilities in foreign currencies

655

Total change in net unrealized appreciation (depreciation)

 

(6,724,890)

Net gain (loss)

42,946,556

Net increase (decrease) in net assets resulting from operations

$ 49,994,068

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,047,512

$ 6,420,789

Net realized gain (loss)

49,671,446

14,256,146

Change in net unrealized appreciation (depreciation)

(6,724,890)

36,075,389

Net increase (decrease) in net assets resulting
from operations

49,994,068

56,752,324

Distributions to partners from net investment income

(6,929,942)

(6,307,305)

Affiliated share transactions
Proceeds from sales of shares

62,066,733

50,081,266

Reinvestment of distributions

6,929,496

6,306,874

Cost of shares redeemed

(30,010,318)

(20,950,838)

Net increase (decrease) in net assets resulting from share transactions

38,985,911

35,437,302

Total increase (decrease) in net assets

82,050,037

85,882,321

 

 

 

Net Assets

Beginning of period

400,422,035

314,539,714

End of period

$ 482,472,072

$ 400,422,035

Other Affiliated Information

Shares

Sold

274,285

263,276

Issued in reinvestment of distributions

30,429

33,111

Redeemed

(139,116)

(108,477)

Net increase (decrease)

165,598

187,910

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 207.20

$ 180.29

$ 134.10

$ 141.22

$ 125.92

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  3.57

  3.44 F

  3.10

  2.78

  5.16 G

Net realized and unrealized gain (loss)

  22.68

  26.85

  45.95

  (7.38)

  14.82

Total from investment operations

  26.25

  30.29

  49.05

  (4.60)

  19.98

Distributions to partners from net investment income

  (3.50)

  (3.38)

  (2.86)

  (2.52)

  (4.68)

Net asset value, end of period

$ 229.95

$ 207.20

$ 180.29

$ 134.10

$ 141.22

Total Return A

  12.70%

  16.98%

  36.80%

  (3.61)%

  16.14%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .01%

  -% E

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  -% E

  -% E

  .01%

  .01%

  .01%

Expenses net of all reductions

  -% E

  -% E

  .01%

  .01%

  .01%

Net investment income (loss)

  1.57%

  1.79% F

  1.86%

  1.66%

  3.84% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 482,472

$ 400,422

$ 314,540

$ 215,279

$ 224,026

Portfolio turnover rate D

  65% I

  64% I

  76%

  105%

  104% I

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.

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.52 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.52%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $2.76 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.79%.

H 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.

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

Fidelity Telecom Services Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Telecom Services Central Fund

9.75%

14.12%

9.21%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Telecom Services Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029643

Annual Report

Fidelity Telecom Services Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Matthew Drukker, Portfolio Manager of Fidelity® Telecom Services Central Fund: For the year, the fund gained 9.75%, behind the 12.06% return of its sector benchmark, the MSCI U.S. IMI Telecommunications Services 25-50 Index, and the S&P 500®. Business conditions were generally supportive of telecom firms. In general, companies in the sector continued to benefit from visible, subscription-based recurring revenues with strong capital returns via dividends. Versus the MSCI index, positioning in wireless telecom services hurt the most, including an early underweighting in wireless provider and major global Internet carrier Sprint, which was by far the fund's biggest individual detractor. The stock rose last December when reports that its parent company - Japan-based SoftBank - was preparing a bid on competitor T-Mobile. Speculation continued until August when the firm withdrew its bid and announced a new CEO and the stock fell sharply. Conversely, a large out-of-index stake in American Tower was the top relative contributor. Shares of the tower operator rose in May after the firm announced better-than-expected first-quarter financial results, including increases in revenue in both its domestic and international rental and management segments compared with the same quarter last year. American Tower also benefited as carriers upgraded their mobile broadband capacity and deployed next-generation 4G LTE technology. We significantly reduced our stake in American Tower by period end.

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

Fidelity Telecom Services Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Verizon Communications, Inc.

21.8

24.3

AT&T, Inc.

10.3

8.5

DIRECTV

5.6

0.0

Time Warner Cable, Inc.

4.9

1.1

CenturyLink, Inc.

4.5

3.9

T-Mobile U.S., Inc.

4.1

8.3

Cogent Communications Group, Inc.

4.0

2.4

SBA Communications Corp. Class A

3.5

3.2

Telephone & Data Systems, Inc.

3.2

3.9

Level 3 Communications, Inc.

3.2

2.2

 

65.1

Top Industries (% of fund's net assets)

As of September 30, 2014

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Diversified Telecommunication Services 64.0%

 

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Wireless Telecommunication
Services 17.3%

 

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Media 11.5%

 

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Real Estate Investment Trusts 2.7%

 

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Internet Software & Services 1.0%

 

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All Others* 3.5%

 

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As of March 31, 2014

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Diversified Telecommunication Services 60.7%

 

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Wireless Telecommunication
Services 24.7%

 

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Media 5.5%

 

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Real Estate Investment Trusts 4.9%

 

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Internet Software & Services 1.0%

 

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All Others* 3.2%

 

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* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Telecom Services Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 98.0%

Shares

Value

COMMUNICATIONS EQUIPMENT - 0.6%

Communications Equipment - 0.6%

Ruckus Wireless, Inc. (a)

126,500

$ 1,690,040

DIVERSIFIED TELECOMMUNICATION SERVICES - 63.5%

Alternative Carriers - 20.3%

8x8, Inc. (a)

720,717

4,814,390

Cogent Communications Group, Inc.

336,602

11,313,193

Globalstar, Inc. (a)(d)

152,600

558,516

Iliad SA

12,542

2,654,981

inContact, Inc. (a)

469,446

4,081,833

Iridium Communications, Inc. (a)(d)

330,680

2,926,518

Level 3 Communications, Inc. (a)

198,863

9,094,005

Lumos Networks Corp.

365,306

5,936,223

Premiere Global Services, Inc. (a)

346,505

4,147,665

Towerstream Corp. (a)(d)

556,756

823,999

TW Telecom, Inc. (a)

194,878

8,108,874

VocalTec Communications Ltd. (a)(d)

143,300

1,411,505

Vonage Holdings Corp. (a)

697,329

2,287,239

 

58,158,941

Integrated Telecommunication Services - 43.2%

AT&T, Inc.

833,346

29,367,113

Atlantic Tele-Network, Inc.

72,200

3,891,580

Bezeq The Israeli Telecommunication Corp. Ltd.

1,160,100

2,003,664

CenturyLink, Inc.

317,605

12,986,868

Cincinnati Bell, Inc. (a)

579,747

1,953,747

Consolidated Communications Holdings, Inc. (d)

119,200

2,985,960

FairPoint Communications, Inc. (a)

20,200

306,434

Frontier Communications Corp. (d)

130,153

847,296

General Communications, Inc. Class A (a)

113,928

1,242,954

Hawaiian Telcom Holdco, Inc. (a)(d)

55,435

1,424,125

IDT Corp. Class B

132,981

2,135,675

Telecom Italia SpA (a)

782,900

895,463

Telenor ASA

61,892

1,358,305

Verizon Communications, Inc.

1,249,906

62,482,800

Windstream Holdings, Inc.

1,372

14,790

 

123,896,774

TOTAL DIVERSIFIED TELECOMMUNICATION SERVICES

182,055,715

ELECTRONIC EQUIPMENT & COMPONENTS - 0.2%

Technology Distributors - 0.2%

Ingram Micro, Inc. Class A (a)

26,200

676,222

Common Stocks - continued

Shares

Value

INTERNET SOFTWARE & SERVICES - 1.0%

Internet Software & Services - 1.0%

EarthLink Holdings Corp.

154,400

$ 528,048

Gogo, Inc. (a)(d)

79,900

1,347,114

Rackspace Hosting, Inc. (a)

27,091

881,812

 

2,756,974

IT SERVICES - 0.8%

IT Consulting & Other Services - 0.8%

Interxion Holding N.V. (a)

82,280

2,278,333

MEDIA - 11.5%

Cable & Satellite - 11.5%

Comcast Corp. Class A (special) (non-vtg.)

1,300

69,550

DIRECTV (a)

184,300

15,945,636

Liberty Global PLC Class C

71,264

2,922,893

Time Warner Cable, Inc.

97,500

13,990,275

 

32,928,354

REAL ESTATE INVESTMENT TRUSTS - 2.7%

Office REITs - 0.6%

CyrusOne, Inc.

70,000

1,682,800

Specialized REITs - 2.1%

American Tower Corp.

65,498

6,132,578

TOTAL REAL ESTATE INVESTMENT TRUSTS

7,815,378

SOFTWARE - 0.8%

Application Software - 0.7%

Comverse, Inc. (a)

39,400

879,802

Interactive Intelligence Group, Inc. (a)

25,200

1,053,360

 

1,933,162

Systems Software - 0.1%

Rovi Corp. (a)

20,400

402,798

TOTAL SOFTWARE

2,335,960

WIRELESS TELECOMMUNICATION SERVICES - 16.9%

Wireless Telecommunication Services - 16.9%

Boingo Wireless, Inc. (a)

2,355

16,791

KDDI Corp.

118,000

7,093,449

Leap Wireless International, Inc. rights

300

756

NTELOS Holdings Corp. (d)

79,018

840,752

Common Stocks - continued

Shares

Value

WIRELESS TELECOMMUNICATION SERVICES - CONTINUED

Wireless Telecommunication Services - continued

RingCentral, Inc. (d)

206,600

$ 2,625,886

SBA Communications Corp. Class A (a)

89,864

9,965,918

Shenandoah Telecommunications Co.

55,337

1,372,911

Sprint Corp. (a)

440,663

2,793,803

T-Mobile U.S., Inc. (a)

414,075

11,954,345

Telephone & Data Systems, Inc.

388,111

9,299,140

U.S. Cellular Corp. (a)

46,500

1,649,820

Vodafone Group PLC sponsored ADR

26,273

864,119

 

48,477,690

TOTAL COMMON STOCKS

(Cost $225,984,708)


281,014,666

Nonconvertible Preferred Stocks - 0.9%

 

 

 

 

DIVERSIFIED TELECOMMUNICATION SERVICES - 0.5%

Integrated Telecommunication Services - 0.5%

Telefonica Brasil SA sponsored ADR (d)

69,300

1,363,824

WIRELESS TELECOMMUNICATION SERVICES - 0.4%

Wireless Telecommunication Services - 0.4%

TIM Participacoes SA sponsored ADR

47,100

1,234,020

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,723,362)


2,597,844

Money Market Funds - 4.7%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

2,530,449

2,530,449

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

10,847,600

10,847,600

TOTAL MONEY MARKET FUNDS

(Cost $13,378,049)


13,378,049

TOTAL INVESTMENT PORTFOLIO - 103.6%

(Cost $242,086,119)

296,990,559

NET OTHER ASSETS (LIABILITIES) - (3.6)%

(10,398,596)

NET ASSETS - 100%

$ 286,591,963

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

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

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

$ 4,563

Fidelity Securities Lending Cash Central Fund

129,456

Total

$ 134,019

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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:

Common Stocks

$ 281,014,666

$ 280,118,447

$ 895,463

$ 756

Nonconvertible Preferred Stocks

2,597,844

2,597,844

-

-

Money Market Funds

13,378,049

13,378,049

-

-

Total Investments in Securities:

$ 296,990,559

$ 296,094,340

$ 895,463

$ 756

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

Annual Report

Fidelity Telecom Services Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $10,432,258) - See accompanying schedule:

Unaffiliated issuers (cost $228,708,070)

$ 283,612,510

 

Fidelity Central Funds (cost $13,378,049)

13,378,049

 

Total Investments (cost $242,086,119)

 

$ 296,990,559

Receivable for fund shares sold

100,647

Dividends receivable

343,258

Distributions receivable from Fidelity Central Funds

9,243

Total assets

297,443,707

 

 

 

Liabilities

Other payables and accrued expenses

$ 4,144

Collateral on securities loaned, at value

10,847,600

Total liabilities

10,851,744

 

 

 

Net Assets

$ 286,591,963

Net Assets consist of:

 

Paid in capital

$ 231,689,311

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

54,902,652

Net Assets, for 1,749,057 shares outstanding

$ 286,591,963

Net Asset Value, offering price and redemption price per share ($286,591,963 ÷ 1,749,057 shares)

$ 163.86

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

Annual Report

Fidelity Telecom Services Central Fund
Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 6,397,007

Special dividends

 

4,954,642

Income from Fidelity Central Funds (including $129,456 from security lending)

 

134,019

Total income

 

11,485,668

 

 

 

Expenses

Custodian fees and expenses

$ 13,738

Independent directors' compensation

1,106

Interest

2,050

Total expenses before reductions

16,894

Expense reductions

(1,163)

15,731

Net investment income (loss)

11,469,937

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

11,639,490

Foreign currency transactions

1,167

Total net realized gain (loss)

 

11,640,657

Change in net unrealized appreciation (depreciation) on:

Investment securities

(475,105)

Assets and liabilities in foreign currencies

(1,802)

Total change in net unrealized appreciation (depreciation)

 

(476,907)

Net gain (loss)

11,163,750

Net increase (decrease) in net assets resulting from operations

$ 22,633,687

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,469,937

$ 8,397,359

Net realized gain (loss)

11,640,657

36,839,564

Change in net unrealized appreciation (depreciation)

(476,907)

(6,105,118)

Net increase (decrease) in net assets resulting
from operations

22,633,687

39,131,805

Distributions to partners from net investment income

(11,293,617)

(8,149,534)

Affiliated share transactions
Proceeds from sales of shares

36,632,564

38,105,576

Reinvestment of distributions

11,292,594

8,148,918

Cost of shares redeemed

(68,632,235)

(35,196,941)

Net increase (decrease) in net assets resulting from share transactions

(20,707,077)

11,057,553

Total increase (decrease) in net assets

(9,367,007)

42,039,824

 

 

 

Net Assets

Beginning of period

295,958,970

253,919,146

End of period

$ 286,591,963

$ 295,958,970

Other Affiliated Information

Shares

Sold

223,027

262,732

Issued in reinvestment of distributions

69,796

55,726

Redeemed

(441,604)

(234,964)

Net increase (decrease)

(148,781)

83,494

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 155.95

$ 139.95

$ 111.29

$ 116.76

$ 99.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  7.09 E

  4.39

  3.96

  3.02

  3.49

Net realized and unrealized gain (loss)

  7.91

  15.88

  28.57

  (5.50)

  17.24

Total from investment operations

  15.00

  20.27

  32.53

  (2.48)

  20.73

Distributions to partners from net investment income

  (7.09)

  (4.27)

  (3.87)

  (2.99)

  (3.53)

Net asset value, end of period

$ 163.86

$ 155.95

$ 139.95

$ 111.29

$ 116.76

Total Return A

  9.75%

  14.73%

  29.73%

  (2.37)%

  21.36%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of all reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Net investment income (loss)

  4.35% E

  3.00%

  3.20%

  2.45%

  3.34%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 286,592

$ 295,959

$ 253,919

$ 182,633

$ 180,143

Portfolio turnover rate D

  97% G

  82% G

  59%

  53%

  47% 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.

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $3.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.51%.

F 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.

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

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

Annual Report

Fidelity Utilities Central Fund


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Utilities Central Fund

21.98%

15.42%

8.70%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Utilities Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fgr1029661

Annual Report

Fidelity Utilities Central Fund


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, amid growth and valuation concerns. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - also trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels that tended to overshadow geopolitical tension.

Comments from Douglas Simmons, Portfolio Manager of Fidelity® Utilities Central Fund: For the year, the fund gained 21.98%, outperforming the MSCI U.S. IMI Utilities 25-50 Index, which rose 15.88%, and the broad-based S&P 500®. Relative to the MSCI sector index, very strong stock selection drove the fund's outperformance, particularly its stake in out-of-benchmark oil & gas storage & transport names. I reduced the fund's overall allocation to this space during the period to take profit, including our holdings in the fund's top three top performers: pipeline company Energy Transfer Equity, natural gas terminal operator Cheniere Energy and natural gas pipeline/infrastructure firm ONEOK, the last of which I sold completely before period end. I continued to favor attractively valued stocks that offer above-average dividend growth generated by superior business models. I pursued four main investment themes: the U.S. energy renaissance, power transmission, companies that could deal with stricter emissions standards and utilities operating in unregulated markets. I increased the fund's investments in electric utilities, although this group remained underweighted relative to the index. Detractors included an overweighting in Oklahoma electric utility OGE Energy, which posted positive returns but trailed the MSCI index, as investors feared increased regulation could detract from its profit.

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

Fidelity Utilities Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Dominion Resources, Inc.

10.8

10.5

NextEra Energy, Inc.

10.7

10.8

Sempra Energy

9.1

7.8

Exelon Corp.

6.5

3.0

PPL Corp.

5.2

6.2

OGE Energy Corp.

5.0

5.4

NiSource, Inc.

4.7

4.0

PG&E Corp.

4.2

2.8

Edison International

3.9

6.3

The Williams Companies, Inc.

3.7

0.0

 

63.8

Top Industries (% of fund's net assets)

As of September 30, 2014

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Electric Utilities 40.3%

 

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Multi-Utilities 29.7%

 

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Oil, Gas & Consumable Fuels 11.5%

 

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Independent Power
Producers & Energy Traders 7.9%

 

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Media 4.0%

 

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All Others* 6.6%

 

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As of March 31, 2014

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Electric Utilities 39.6%

 

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Multi-Utilities 26.9%

 

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Oil, Gas & Consumable Fuels 17.7%

 

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Independent Power
Producers & Energy Traders 9.7%

 

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Diversified Telecommunication Services 4.8%

 

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All Others* 1.3%

 

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* Includes short-term investments and net other assets (liabilities).

Annual Report

Fidelity Utilities Central Fund


Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

CONSTRUCTION & ENGINEERING - 0.6%

Construction & Engineering - 0.6%

MasTec, Inc. (a)

102,200

$ 3,129,364

DIVERSIFIED TELECOMMUNICATION SERVICES - 3.0%

Integrated Telecommunication Services - 3.0%

Verizon Communications, Inc.

289,600

14,477,104

ELECTRIC UTILITIES - 40.3%

Electric Utilities - 40.3%

Edison International

340,183

19,023,033

Exelon Corp.

918,900

31,325,301

FirstEnergy Corp.

425,800

14,294,106

ITC Holdings Corp.

497,239

17,716,626

NextEra Energy, Inc.

551,542

51,778,763

NRG Yield, Inc. Class A (d)

241,600

11,367,280

OGE Energy Corp.

645,949

23,971,167

PPL Corp.

759,290

24,935,084

 

194,411,360

GAS UTILITIES - 0.5%

Gas Utilities - 0.5%

National Fuel Gas Co.

32,300

2,260,677

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS - 7.9%

Independent Power Producers & Energy Traders - 7.9%

Black Hills Corp.

32,272

1,545,183

Calpine Corp. (a)

466,522

10,123,527

Drax Group PLC

459,900

4,820,090

Dynegy, Inc. (a)

192,600

5,558,436

NRG Energy, Inc.

529,742

16,146,536

 

38,193,772

MEDIA - 4.0%

Cable & Satellite - 4.0%

Comcast Corp. Class A

277,600

14,929,328

Time Warner Cable, Inc.

32,100

4,606,029

 

19,535,357

MULTI-UTILITIES - 29.7%

Multi-Utilities - 29.7%

Dominion Resources, Inc.

752,609

51,997,756

MDU Resources Group, Inc.

167,688

4,663,403

NiSource, Inc.

555,373

22,759,186

Common Stocks - continued

Shares

Value

MULTI-UTILITIES - CONTINUED

Multi-Utilities - continued

PG&E Corp.

452,869

$ 20,397,220

Sempra Energy

415,615

43,797,509

 

143,615,074

OIL, GAS & CONSUMABLE FUELS - 11.5%

Oil & Gas Storage & Transport - 11.5%

Cheniere Energy Partners LP Holdings LLC

460,084

11,253,655

Cheniere Energy, Inc. (a)

68,245

5,461,647

Energy Transfer Equity LP

174,148

10,743,190

Kinder Morgan Management LLC

105,700

9,951,655

The Williams Companies, Inc.

325,400

18,010,890

 

55,421,037

WIRELESS TELECOMMUNICATION SERVICES - 1.1%

Wireless Telecommunication Services - 1.1%

Telephone & Data Systems, Inc.

219,799

5,266,384

TOTAL COMMON STOCKS

(Cost $413,140,277)


476,310,129

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)

2,464,023

2,464,023

Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)

3,091,900

3,091,900

TOTAL MONEY MARKET FUNDS

(Cost $5,555,923)


5,555,923

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $418,696,200)

481,866,052

NET OTHER ASSETS (LIABILITIES) - 0.2%

1,104,807

NET ASSETS - 100%

$ 482,970,859

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

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

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

$ 4,734

Fidelity Securities Lending Cash Central Fund

17,277

Total

$ 22,011

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Annual Report

Fidelity Utilities Central Fund


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,968,855) - See accompanying schedule:

Unaffiliated issuers (cost $413,140,277)

$ 476,310,129

 

Fidelity Central Funds (cost $5,555,923)

5,555,923

 

Total Investments (cost $418,696,200)

 

$ 481,866,052

Cash

 

37,136

Receivable for investments sold

3,469,233

Receivable for fund shares sold

2,842

Dividends receivable

1,072,795

Distributions receivable from Fidelity Central Funds

829

Other receivables

807

Total assets

486,449,694

 

 

 

Liabilities

Payable for investments purchased

$ 382,658

Other payables and accrued expenses

4,277

Collateral on securities loaned, at value

3,091,900

Total liabilities

3,478,835

 

 

 

Net Assets

$ 482,970,859

Net Assets consist of:

 

Paid in capital

$ 419,801,597

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

63,169,262

Net Assets, for 3,113,081 shares outstanding

$ 482,970,859

Net Asset Value, offering price and redemption price per share ($482,970,859 ÷ 3,113,081 shares)

$ 155.14

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 12,653,102

Income from Fidelity Central Funds (including $17,277 from security lending)

 

22,011

Total income

 

12,675,113

 

 

 

Expenses

Custodian fees and expenses

$ 12,902

Independent directors' compensation

1,861

Interest

1,611

Total expenses before reductions

16,374

Expense reductions

(1,861)

14,513

Net investment income (loss)

12,660,600

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

56,854,772

Foreign currency transactions

20,270

Total net realized gain (loss)

 

56,875,042

Change in net unrealized appreciation (depreciation) on:

Investment securities

19,776,519

Assets and liabilities in foreign currencies

(688)

Total change in net unrealized appreciation (depreciation)

 

19,775,831

Net gain (loss)

76,650,873

Net increase (decrease) in net assets resulting from operations

$ 89,311,473

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

Annual Report

Fidelity Utilities Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,660,600

$ 11,855,127

Net realized gain (loss)

56,875,042

23,078,084

Change in net unrealized appreciation (depreciation)

19,775,831

16,200,184

Net increase (decrease) in net assets resulting
from operations

89,311,473

51,133,395

Distributions to partners from net investment income

(11,442,372)

(11,108,706)

Affiliated share transactions
Proceeds from sales of shares

65,582,680

56,907,122

Reinvestment of distributions

11,441,933

11,108,261

Cost of shares redeemed

(70,579,766)

(29,721,164)

Net increase (decrease) in net assets resulting from share transactions

6,444,847

38,294,219

Total increase (decrease) in net assets

84,313,948

78,318,908

 

 

 

Net Assets

Beginning of period

398,656,911

320,338,003

End of period

$ 482,970,859

$ 398,656,911

Other Affiliated Information

Shares

Sold

453,136

462,503

Issued in reinvestment of distributions

77,371

89,417

Redeemed

(473,864)

(236,211)

Net increase (decrease)

56,643

315,709

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 130.43

$ 116.88

$ 103.95

$ 97.15

$ 88.29

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  4.11

  4.04

  3.82

  3.41

  3.34

Net realized and unrealized gain (loss)

  24.33

  13.29

  12.71

  6.62

  8.61

Total from investment operations

  28.44

  17.33

  16.53

  10.03

  11.95

Distributions to partners from net investment income

  (3.73)

  (3.78)

  (3.60)

  (3.23)

  (3.09)

Net asset value, end of period

$ 155.14

$ 130.43

$ 116.88

$ 103.95

$ 97.15

Total Return A

  21.98%

  15.04%

  16.13%

  10.38%

  13.86%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of fee waivers, if any

  -% E

  -% E

  -% E

  .01%

  .01%

Expenses net of all reductions

  -% E

  -% E

  -% E

  .01%

  .01%

Net investment income (loss)

  2.80%

  3.23%

  3.43%

  3.31%

  3.68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 482,971

$ 398,657

$ 320,338

$ 245,600

$ 221,920

Portfolio turnover rate D

  121% G

  148% G

  175%

  201%

  246% 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.

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

E Amount represents less than .01%.

F 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.

G 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 September 30, 2014

1. Organization.

Fidelity Consumer Discretionary Central Fund (Consumer Discretionary), Fidelity Consumer Staples Central Fund (Consumer Staples), Fidelity Energy Central Fund (Energy), Fidelity Financials Central Fund (Financials), Fidelity Health Care Central Fund (Health Care), Fidelity Industrials Central Fund (Industrials), Fidelity Information Technology Central Fund (Information Technology), Fidelity Materials Central Fund (Materials), Fidelity Telecom Services Central Fund (Telecom Services), and Fidelity Utilities Central Fund (Utilities), collectively referred to as the Funds, are funds of Fidelity Central Investment Portfolios LLC (the LLC) and are authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each Fund in the LLC is a separate partnership for tax purposes. Shares of each Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Funds are non-diversified, with the exception of Financials and Health Care. The Funds invest primarily in securities of companies whose principal business activities fall within specific industries. The Funds are referred to as Fidelity Central Funds and may also invest in other Fidelity Central Funds available only to investment companies and other accounts managed by FMR and its affiliates. The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each Fund, in accordance with the Partnership Agreement. Investments in emerging markets, if applicable, can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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%.

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

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 are not covered by the Funds' 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 Funds:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Directors (the Board), each 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 FMR Fair Value Committee (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. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each 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)

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including other Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of September 30, 2014, including information on transfers between Levels 1 and 2, is included at the end of each applicable Fund's Schedule of Investments.

Foreign Currency. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Funds' 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 Funds are 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 Funds determine the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Funds are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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 Partners. No provision has been made for U.S. Federal income taxes because each Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return. Customer Discretionary, Consumer Staples and Information Technology are subject to a tax imposed on capital gains by certain countries in which they invest. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on each applicable Fund's Statement of Assets & Liabilities.

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/ (loss) and net realized gain/ (loss) on investments.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by each Fund; nor is each 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. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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. The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

 

Tax cost

Gross
unrealized
appreciation

Gross
unrealized
depreciation

Net unrealized
appreciation
(depreciation)
on securities

Consumer Discretionary

$ 1,294,678,773

$ 185,335,497

$ (38,664,189)

$ 146,671,308

Consumer Staples

818,069,659

373,504,931

(12,992,419)

360,512,512

Energy

1,011,931,957

166,740,424

(25,986,317)

140,754,107

Financials

2,040,017,685

376,385,071

(22,242,786)

354,142,285

Health Care

1,372,966,483

493,080,885

(16,113,920)

476,966,965

Industrials

1,093,351,291

240,667,364

(21,341,026)

219,326,338

Information Technology

2,156,552,281

442,584,516

(99,658,574)

342,925,942

Materials

410,538,765

96,261,939

(11,494,803)

84,767,136

Telecom Services

242,709,776

60,182,467

(5,901,684)

54,280,783

Utilities

418,886,288

66,504,716

(3,524,952)

62,979,764

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

Annual Report

Notes to Financial Statements - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, are noted in the table below.

 

Purchases ($)

Sales ($)

Consumer Discretionary

2,294,025,876

2,377,407,050

Consumer Staples

380,589,615

412,428,880

Energy

1,133,413,008

1,194,820,158

Financials

919,196,124

892,188,891

Health Care

2,052,104,792

2,171,678,088

Industrials

961,679,346

1,041,928,771

Information Technology

3,795,768,191

3,802,219,571

Materials

308,705,490

288,075,489

Telecom Services

252,471,085

279,101,628

Utilities

542,497,309

550,222,577

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (the investment adviser), an affiliate of FMR, provides each Fund with investment management services. The Funds do not pay any fees for these services. Pursuant to each Fund's management contract with the investment adviser, FMR pays the investment adviser a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract FMR pays all other expenses of each Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 

Amount

Consumer Discretionary

$ 46,650

Consumer Staples

5,362

Energy

21,837

Financials

14,250

Health Care

32,501

Industrials

22,505

Information Technology

73,913

Materials

4,658

Telecom Services

13,632

Utilities

6,940

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. Each applicable fund's activity in this program during the period for which loans were outstanding was as follows:

 

Borrower
or Lender

Average Loan
Balance

Weighted
Average
Interest Rate

Interest
Expense

Consumer Discretionary

Borrower

$ 23,682,909

.35%

$ 2,531

Consumer Staples

Borrower

14,507,167

.36%

1,727

Energy

Borrower

16,555,368

.35%

3,032

Financials

Borrower

37,923,000

.37%

2,315

Health Care

Borrower

21,872,850

.35%

4,274

Industrials

Borrower

35,112,250

.35%

2,751

Information Technology

Borrower

29,796,667

.37%

1,814

Materials

Borrower

6,830,833

.36%

414

Telecom Services

Borrower

18,612,857

.35%

1,278

Utilities

Borrower

14,054,538

.32%

1,611

Exchange In-Kind. During the period, Fidelity Stock Selector All Cap Fund (the Investing Fund) completed exchange in-kind transactions with each Fund. The Investing Fund delivered cash and investments in exchange for shares of each Fund, as presented in the accompanying table. The value of cash and investments delivered from the Investing Fund is included in proceeds from sales of shares in the accompanying Statements of Changes in Net Assets. Each Fund recognized no gain or loss for federal income tax purposes.

Details of the transactions are presented in the accompanying table:

 

Cash and value of
investments delivered
from Investing Fund

Unrealized
appreciation
(depreciation)

Exchanged
number of
shares

Consumer Discretionary

$ 58,377,614

$ 538,938

276,789

Consumer Staples

47,353,315

65,992

238,893

Energy

53,408,888

1,055,682

320,890

Financials

79,371,774

466,361

969,485

Health Care

566,337

-

1,933

Industrials

51,193,281

205,728

236,491

Information Technology

94,761,249

934,557

364,887

Materials

17,754,519

164,370

76,128

Telecom Services

12,207,782

20,597

73,298

Utilities

14,371,089

32,535

94,497

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Other. During the period, the investment adviser reimbursed Fidelity Financials Central Fund for certain losses in the amount of $44,484.

6. Security Lending.

Certain Funds lend portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Funds. On the settlement date of the loan, each applicable 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 Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Funds may apply collateral received from the borrower against the obligation. The Funds may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. FCM security lending activity was as follows:

 

Security Lending
Income From Securities Loaned to FCM

Value of Securities
Loaned to FCM at
Period End

Consumer Staples

$ 1,980

$ -

Energy

393

-

Financials

32,428

-

Health Care

15,710

1,576,640

Information Technology

328,795

4,145,817

Telecom Services

19,725

-

7. Bank Borrowings.

Each Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. Each Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. At period end, there were

Annual Report

7. Bank Borrowings - continued

no bank borrowings outstanding. Each applicable Fund's activity in this program during the period for which loans were outstanding was as follows:

 

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Telecom Services

$ 47,077,000

.59%

$ 772

8. Expense Reductions.

The investment adviser voluntarily agreed to reimburse a portion of each Fund's operating expenses. In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce each applicable Fund's expenses. During the period, the reduction of expenses for each Fund is noted in the table below.

 

Expense
Reduction

Custody
Earnings Credits

Consumer Discretionary

$ 5,728

$ 3

Consumer Staples

4,410

19

Energy

4,421

-

Financials

8,821

16

Health Care

6,455

-

Industrials

5,253

-

Information Technology

8,944

97

Materials

1,843

-

Telecom Services

1,106

57

Utilities

1,861

-

9. Other.

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

At the end of the period, mutual funds managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Funds.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and the Shareholders of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund:

We have audited the accompanying statements of assets and liabilities of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund (the Funds), each a Portfolio of Fidelity Central Investment Portfolios LLC, including the schedules of investments, as of September 30, 2014, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund as of September 30, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Annual Report

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 14, 2014

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and officers of the Fidelity Central Investment Portfolios LLC and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 funds (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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 Funds' 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 each 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 funds, is provided below.

Annual Report

Directors and Officers (Trustees and Officers) - continued

Board Structure and Oversight Function. James C. Curvey 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 funds. 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. Ned C. Lautenbach 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 funds' Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the funds' Board. 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, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' 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 funds' 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 funds are carried out by or through FMR, its affiliates and other service providers, the funds' 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 funds' activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have 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. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR'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 Funds' Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

+ 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 each fund.

Annual Report

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2004

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2004

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ 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 each fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2004

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2009

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

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 (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy 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: 2010

Assistant 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. (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: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), 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). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

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 FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and 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) (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: 2012

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

Deputy 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.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

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. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Consumer Discretionary Central Fund
Fidelity Consumer Staples Central Fund
Fidelity Energy Central Fund
Fidelity Financials Central Fund
Fidelity Health Care Central Fund
Fidelity Industrials Central Fund
Fidelity Information Technology Central Fund
Fidelity Materials Central Fund
Fidelity Telecom Services Central Fund
Fidelity Utilities Central Fund

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract with FMR Co., Inc. (FMRC) and the sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Directors, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of each fund and its shareholders and the fact that no fee is payable under the management contracts was fair and reasonable. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the funds' sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the funds were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the funds at the new entities.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the funds, including the backgrounds of investment personnel of FMRC and the sub-advisers (together, the Investment Advisers), and also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the funds. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed each fund's absolute investment performance, as well as each fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew each fund's Advisory Contracts, as the funds are not publicly offered as stand-alone investment products. In this regard, the Board noted that each fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while each fund does not pay a management fee, Fidelity pays a management fee on behalf of each fund and receives fees for providing services to funds that invest in the fund. The Board also noted that Fidelity bears all expenses of each fund, except expenses related to each fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of each fund and each fund's total expense ratio was reasonable in light of the services that each fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in these funds.

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

Annual Report

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

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund was not relevant to the renewal of the Advisory Contracts because each fund pays no advisory fees and Fidelity bears all expenses of each fund, except expenses related to each fund's investment activities.

Economies of Scale. The Board concluded that because each fund pays no advisory fees and Fidelity bears all expenses of each fund, except expenses related to each fund's investment activities, economies of scale cannot be realized by the funds.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Fidelity® High Income
Central Fund 1

Annual Report

September 30, 2014

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. © 2014 FMR LLC. All rights reserved.

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.

HP1-ANN-1114
1.807405.109


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity ® High Income Central Fund 1

6.77%

10.25%

8.04%

A From November 12, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® High Income Central Fund 1 on November 12, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index performed over the same period.

fgr1029679

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained 7.23% for the 12 months ending September 30, 2014, as measured by The BofA Merrill LynchSM US High Yield Constrained Index, continuing its strong multiyear run despite a couple of difficult months late in the period. High yield benefited from a low default rate, solid corporate fundamentals and unprecedented monetary support from central banks worldwide. The index rose strongly to begin the period, as the U.S. Federal Reserve held off tapering and fear of rising rates abated on weaker-than-expected economic data. High yield steadily advanced into 2014, shrugging off slowing economic growth in China, Fed tapering that began in January, rising geopolitical tension and a U.S. economy set back by severe weather. The tide shifted in July, as investors sold high yield at a record pace amid unfavorable supply/demand dynamics and concern that the Fed could tighten monetary policy sooner than anticipated. Fed Chair Janet Yellen contributed to the panic by suggesting high-yield valuations "appear stretched." The BofA Merrill Lynch index returned about -1% in July, its first monthly decline since August 2013, even though many supportive fundamentals remained in place. Indeed, the index bounced back in August as valuation concerns ebbed, only to return -2% in September due to technical reasons and equity volatility.

Comments from Matthew Conti, Portfolio Manager of Fidelity® High Income Central Fund 1: For the year, the fund gained 6.77%, trailing the BofA Merrill Lynch index. I look at a company's creditworthiness to find attractively valued securities within its capital structure. I invested in firms likely to reduce debt and that had strong free cash flow. Relative to the index, the fund was hurt by security selection in utilities and technology. We also were held back by a non-index stake in underperforming floating-rate bank debt, which I increased during the period. The bank-loan investments shortened the fund's duration, or sensitivity to interest rates, as I looked to insulate the fund from rising rates. Unfortunately, rates declined during the period, so my short-duration posture hurt performance. The two largest relative detractors were GenOn Energy, a utility that operates in the mid-Atlantic region, and not owning Texas utility and index member TXU, now called Energy Future Holdings. GenOn was hurt by low power prices, which required it to take on more debt, leading me to sell the position. TXU's distressed bonds recovered during the period, but I chose to avoid the company as it spiraled into bankruptcy. On the plus side, we were helped by an out-of-benchmark position in Brazilian food-processing giant JBS.

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 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 (April 1, 2014 to September 30, 2014).

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. 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 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. 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2014

Ending
Account Value
September 30, 2014

Expenses Paid
During Period
*
April 1, 2014
to September 30, 2014

Actual

.0028%

$ 1,000.00

$ 1,003.40

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .01

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Holdings as of September 30, 2014

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Clear Channel Communications, Inc.

2.0

1.5

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

1.6

1.5

Digicel Group Ltd.

1.5

1.2

NSG Holdings II, LLC

1.4

1.4

Tenet Healthcare Corp.

1.2

0.9

 

7.7

Top Five Market Sectors as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

10.6

12.8

Telecommunications

8.6

9.1

Services

6.9

5.6

Healthcare

5.9

6.4

Diversified Financial Services

5.8

5.9

Quality Diversification (% of fund's net assets)

As of September 30, 2014

As of March 31, 2014

fgr1029681

BBB 0.9%

 

fgr1029681

BBB 1.5%

 

fgr1029684

BB 32.6%

 

fgr1029684

BB 35.1%

 

fgr1029687

B 46.5%

 

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B 44.7%

 

fgr1029690

CCC,CC,C 16.5%

 

fgr1029690

CCC,CC,C 15.5%

 

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Not Rated 0.5%

 

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Not Rated 1.0%

 

fgr1029696

Equities 0.5%

 

fgr1029696

Equities 0.0%

 

fgr1029699

Short-Term
Investments and
Net Other Assets 2.5%

 

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Short-Term
Investments and
Net Other Assets 2.2%

 

fgr1029702

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

Asset Allocation (% of fund's net assets)

As of September 30, 2014*

As of March 31, 2014**

fgr1029681

Nonconvertible
Bonds 85.5%

 

fgr1029681

Nonconvertible
Bonds 88.5%

 

fgr1029687

Convertible Bonds, Preferred Stocks 0.5%

 

fgr1029687

Convertible Bonds, Preferred Stocks 0.0%

 

fgr1029708

Common Stocks 0.0%

 

fgr1029708

Common Stocks 0.0%

 

fgr1029690

Bank Loan
Obligations 10.4%

 

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Bank Loan
Obligations 8.7%

 

fgr1029713

Other Investments 1.1%

 

fgr1029713

Other Investments 0.6%

 

fgr1029699

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.5%

 

fgr1029699

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.2%

 

* Foreign investments

27.1%

 

** Foreign investments

23.0%

 

fgr1029718

Amount represents less than 0.1%

Annual Report


Investments September 30, 2014

Showing Percentage of Net Assets

Nonconvertible Bonds - 85.5%

 

Principal Amount

Value

Aerospace - 1.1%

TransDigm, Inc.:

5.5% 10/15/20

$ 2,300,000

$ 2,231,000

6% 7/15/22 (c)

450,000

444,375

6.5% 7/15/24 (c)

445,000

443,331

Triumph Group, Inc.:

4.875% 4/1/21

1,570,000

1,538,600

5.25% 6/1/22

190,000

187,150

 

4,844,456

Air Transportation - 3.8%

Air Canada:

6.625% 5/15/18 (c)

1,390,000

1,448,589

7.75% 4/15/21 (c)

1,205,000

1,229,100

Allegiant Travel Co. 5.5% 7/15/19

585,000

596,700

American Airlines Group, Inc. 5.5% 10/1/19 (c)

1,590,000

1,570,125

American Airlines, Inc. pass-thru certificates equipment trust certificate 5.625% 1/15/21

188,451

194,104

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

1,410,828

1,601,290

6.125% 4/29/18

190,000

201,400

9.25% 5/10/17

267,224

296,618

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (c)

1,010,000

1,068,075

6.75% 5/23/17

1,010,000

1,068,075

8.021% 8/10/22

795,010

928,174

U.S. Airways Group, Inc. 6.125% 6/1/18

825,000

847,688

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

940,000

951,750

Series 2013-1 Class B, 5.375% 5/15/23

190,000

196,650

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

520,728

568,896

9.75% 1/15/17

598,993

676,862

12% 1/15/16 (c)

114,047

124,596

United Continental Holdings, Inc.:

6% 12/1/20

1,280,000

1,292,800

6% 7/15/26

1,335,000

1,244,888

6% 7/15/28

865,000

800,125

6.375% 6/1/18

80,000

83,800

XPO Logistics, Inc. 7.875% 9/1/19 (c)

600,000

619,500

 

17,609,805

Nonconvertible Bonds - continued

 

Principal Amount

Value

Automotive - 1.8%

American Axle & Manufacturing, Inc.:

5.125% 2/15/19

$ 165,000

$ 164,175

6.25% 3/15/21

1,240,000

1,289,600

Dana Holding Corp.:

6% 9/15/23

315,000

325,238

6.75% 2/15/21

1,535,000

1,625,100

General Motors Co. 3.5% 10/2/18

380,000

386,175

General Motors Financial Co., Inc.:

3.25% 5/15/18

405,000

407,025

3.5% 7/10/19

1,120,000

1,128,397

Schaeffler Finance BV:

4.25% 5/15/21 (c)

685,000

659,313

4.75% 5/15/21 (c)

800,000

798,000

Schaeffler Holding Finance BV 6.875% 8/15/18 pay-in-kind (c)(f)

1,390,000

1,445,600

 

8,228,623

Banks & Thrifts - 1.1%

Ally Financial, Inc. 4.75% 9/10/18

510,000

522,750

GMAC LLC 8% 12/31/18

1,160,000

1,316,600

Ocwen Financial Corp. 6.625% 5/15/19 (c)

2,040,000

1,968,600

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

1,125,000

1,105,682

6% 12/19/23

110,000

115,347

 

5,028,979

Broadcasting - 1.3%

Clear Channel Communications, Inc.:

5.5% 12/15/16

4,255,000

4,137,988

9% 12/15/19

645,000

649,838

10% 1/15/18

1,570,000

1,315,707

 

6,103,533

Building Materials - 1.9%

Building Materials Corp. of America:

6.75% 5/1/21 (c)

555,000

581,363

6.875% 8/15/18 (c)

1,155,000

1,195,425

Building Materials Holding Corp. 9% 9/15/18 (c)

1,310,000

1,421,350

CEMEX Finance LLC 6% 4/1/24 (c)

620,000

618,264

CEMEX S.A.B. de CV 6.5% 12/10/19 (c)

390,000

402,675

HD Supply, Inc. 7.5% 7/15/20

2,520,000

2,614,500

Headwaters, Inc.:

7.25% 1/15/19

260,000

269,100

Nonconvertible Bonds - continued

 

Principal Amount

Value

Building Materials - continued

Headwaters, Inc.: - continued

7.625% 4/1/19

$ 760,000

$ 792,300

Masco Corp. 5.95% 3/15/22

720,000

786,600

 

8,681,577

Cable TV - 2.8%

Altice S.A. 7.75% 5/15/22 (c)

2,100,000

2,168,250

Cablevision Systems Corp. 7.75% 4/15/18

795,000

861,581

Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (c)

1,235,000

1,270,506

Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125% 12/15/21 (c)

1,600,000

1,532,000

Cogeco Cable, Inc. 4.875% 5/1/20 (c)

190,000

188,575

Numericable Group SA:

4.875% 5/15/19 (c)

750,000

740,625

6% 5/15/22 (c)

1,295,000

1,304,713

6.25% 5/15/24 (c)

1,195,000

1,192,013

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (c)

895,000

912,900

Virgin Media Finance PLC 6% 10/15/24 (c)(e)

360,000

361,242

Wave Holdco LLC/Wave Holdco Corp. 8.25% 7/15/19 pay-in-kind (c)(f)

110,000

112,750

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (c)

1,970,000

2,130,063

 

12,775,218

Capital Goods - 0.7%

J.B. Poindexter & Co., Inc. 9% 4/1/22 (c)

1,515,000

1,626,731

Zebra Technologies Corp. 7.25% 10/15/22 (c)(e)

1,555,000

1,555,000

 

3,181,731

Chemicals - 1.8%

LSB Industries, Inc. 7.75% 8/1/19

515,000

545,900

Nufarm Australia Ltd. 6.375% 10/15/19 (c)

1,790,000

1,828,038

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 8.75% 2/1/19

4,068,000

4,281,570

Tronox Finance LLC 6.375% 8/15/20

1,465,000

1,470,494

 

8,126,002

Consumer Products - 0.1%

Prestige Brands, Inc. 5.375% 12/15/21 (c)

650,000

611,000

Containers - 2.0%

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (c)(f)

960,000

940,650

Nonconvertible Bonds - continued

 

Principal Amount

Value

Containers - continued

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2341% 12/15/19 (c)(f)

$ 1,125,000

$ 1,088,438

6% 6/30/21 (c)

835,000

801,600

6.25% 1/31/19 (c)

260,000

257,400

6.75% 1/31/21 (c)

300,000

300,000

7% 11/15/20 (c)

266,471

269,135

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (c)

720,000

709,200

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

4,370,000

4,129,650

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA 5.75% 10/15/20

535,000

544,363

 

9,040,436

Diversified Financial Services - 5.2%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:

3.75% 5/15/19 (c)

940,000

911,800

4.5% 5/15/21 (c)

2,145,000

2,080,650

5% 10/1/21 (c)

460,000

455,975

Aircastle Ltd.:

5.125% 3/15/21

800,000

790,000

6.25% 12/1/19

640,000

673,600

Cogent Communications Finance, Inc. 5.625% 4/15/21 (c)

330,000

325,050

FLY Leasing Ltd.:

6.375% 10/15/21

845,000

836,550

6.75% 12/15/20

1,395,000

1,450,800

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

4.875% 3/15/19

1,610,000

1,585,850

5.875% 2/1/22

3,740,000

3,740,000

6% 8/1/20

2,400,000

2,466,000

ILFC E-Capital Trust II 6.25% 12/21/65 (c)(f)

1,730,000

1,695,400

International Lease Finance Corp.:

3.875% 4/15/18

910,000

903,175

6.25% 5/15/19

900,000

964,350

SLM Corp.:

4.875% 6/17/19

1,085,000

1,085,000

5.5% 1/15/19

1,850,000

1,887,000

Nonconvertible Bonds - continued

 

Principal Amount

Value

Diversified Financial Services - continued

SLM Corp.: - continued

5.5% 1/25/23

$ 1,400,000

$ 1,345,750

8% 3/25/20

460,000

515,775

 

23,712,725

Diversified Media - 1.2%

Clear Channel Worldwide Holdings, Inc.:

Series A, 6.5% 11/15/22

925,000

936,563

Series B, 6.5% 11/15/22

1,820,000

1,860,950

MDC Partners, Inc. 6.75% 4/1/20 (c)

480,000

494,400

Nielsen Finance LLC/Nielsen Finance Co.:

4.5% 10/1/20

910,000

880,425

5% 4/15/22 (c)

265,000

259,038

The Nielsen Co. S.a.r.l. (Luxembourg) 5.5% 10/1/21 (c)

1,070,000

1,075,350

 

5,506,726

Electric Utilities - 3.7%

Atlantic Power Corp. 9% 11/15/18

2,830,000

2,858,300

Calpine Corp.:

5.375% 1/15/23

935,000

904,613

5.75% 1/15/25

465,000

451,631

NRG Energy, Inc.:

6.25% 7/15/22 (c)

1,085,000

1,112,803

6.25% 5/1/24 (c)

1,365,000

1,368,413

NSG Holdings II, LLC 7.75% 12/15/25 (c)

5,740,000

6,170,469

RJS Power Holdings LLC 5.125% 7/15/19 (c)

1,220,000

1,207,800

The AES Corp.:

4.875% 5/15/23

475,000

451,250

7.375% 7/1/21

2,060,000

2,307,200

 

16,832,479

Energy - 9.7%

Access Midstream Partners LP/ACMP Finance Corp.:

4.875% 5/15/23

1,380,000

1,416,225

4.875% 3/15/24

290,000

296,525

American Energy-Permian Basin LLC/ AEPB Finance Corp.:

6.7413% 8/1/19 (c)(f)

505,000

462,706

7.125% 11/1/20 (c)

405,000

370,575

7.375% 11/1/21 (c)

360,000

329,400

Antero Resources Corp. 5.125% 12/1/22 (c)

1,280,000

1,244,800

Approach Resources, Inc. 7% 6/15/21

930,000

920,700

Basic Energy Services, Inc. 7.75% 2/15/19

1,465,000

1,516,275

Nonconvertible Bonds - continued

 

Principal Amount

Value

Energy - continued

California Resources Corp.:

5% 1/15/20 (c)(e)

$ 525,000

$ 532,875

5.5% 9/15/21 (c)(e)

680,000

690,200

6% 11/15/24 (c)(e)

455,000

467,513

Chesapeake Midstream Partners LP/CHKM Finance Corp.:

5.875% 4/15/21

290,000

305,950

6.125% 7/15/22

705,000

750,825

Citgo Petroleum Corp. 6.25% 8/15/22 (c)

720,000

748,800

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:

6.125% 3/1/22

335,000

335,838

7.75% 4/1/19

590,000

618,025

Denbury Resources, Inc.:

5.5% 5/1/22

1,130,000

1,118,700

6.375% 8/15/21

1,285,000

1,336,400

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (c)

3,020,000

3,110,600

Energy Partners Ltd. 8.25% 2/15/18

1,255,000

1,283,238

Everest Acquisition LLC/Everest Acquisition Finance, Inc. 9.375% 5/1/20

1,915,000

2,087,350

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

530,000

515,425

6% 10/1/22 (c)

1,035,000

1,006,538

Forbes Energy Services Ltd. 9% 6/15/19

2,600,000

2,567,500

Gibson Energy, Inc. 6.75% 7/15/21 (c)

1,075,000

1,139,500

Hilcorp Energy I LP/Hilcorp Finance Co. 5% 12/1/24 (c)

495,000

476,438

Hornbeck Offshore Services, Inc.:

5% 3/1/21

505,000

479,750

5.875% 4/1/20

330,000

330,000

Northern Tier Energy LLC/Northern Tier Finance Corp.:

7.125% 11/15/20 (c)

910,000

960,050

7.125% 11/15/20

1,415,000

1,492,825

Offshore Group Investment Ltd.:

7.125% 4/1/23

505,000

445,031

7.5% 11/1/19

1,985,000

1,841,088

Parsley Energy LLC/Parsley 7.5% 2/15/22 (c)

2,075,000

2,139,844

Rice Energy, Inc. 6.25% 5/1/22 (c)

2,915,000

2,842,125

Rosetta Resources, Inc.:

5.625% 5/1/21

1,090,000

1,062,750

5.875% 6/1/24

275,000

270,188

RSP Permian, Inc. 6.625% 10/1/22 (c)

205,000

206,281

Nonconvertible Bonds - continued

 

Principal Amount

Value

Energy - continued

Samson Investment Co. 9.75% 2/15/20 (f)

$ 960,000

$ 871,200

SemGroup Corp. 7.5% 6/15/21

1,980,000

2,079,000

Teine Energy Ltd. 6.875% 9/30/22 (c)

330,000

323,813

Tesoro Logistics LP/Tesoro Logistics Finance Corp. 6.125% 10/15/21

1,510,000

1,559,075

Western Refining, Inc. 6.25% 4/1/21

2,105,000

2,105,000

 

44,656,941

Entertainment/Film - 0.3%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp.:

5.25% 2/15/22 (c)(e)

430,000

429,463

5.875% 3/15/25 (c)(e)

785,000

788,925

 

1,218,388

Environmental - 1.0%

ADS Waste Holdings, Inc. 8.25% 10/1/20

1,690,000

1,761,825

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (c)

1,730,000

1,842,450

Tervita Corp. 9.75% 11/1/19 (c)

955,000

921,575

 

4,525,850

Food & Drug Retail - 1.4%

JBS Investments GmbH:

7.25% 4/3/24 (c)

520,000

534,300

7.75% 10/28/20 (c)

1,715,000

1,822,188

Minerva Luxmbourg SA 7.75% 1/31/23 (c)

2,390,000

2,433,020

SUPERVALU, Inc. 6.75% 6/1/21

1,550,000

1,526,750

 

6,316,258

Food/Beverage/Tobacco - 2.8%

DS Waters of America, Inc. 10% 9/1/21

430,000

475,150

ESAL GmbH 6.25% 2/5/23 (c)

5,275,000

5,116,750

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (c)

1,065,000

1,120,913

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.875% 7/15/24 (c)

815,000

782,400

7.25% 6/1/21 (c)

870,000

913,500

8.25% 2/1/20 (c)

1,410,000

1,501,650

Post Holdings, Inc. 6% 12/15/22 (c)

2,500,000

2,287,500

Vector Group Ltd. 7.75% 2/15/21

420,000

442,050

 

12,639,913

Nonconvertible Bonds - continued

 

Principal Amount

Value

Gaming - 2.5%

Caesars Growth Propeties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22 (c)

$ 815,000

$ 713,125

GLP Capital LP/GLP Financing II, Inc. 5.375% 11/1/23

375,000

382,500

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (c)

2,860,000

2,888,600

MCE Finance Ltd. 5% 2/15/21 (c)

1,735,000

1,665,600

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc.:

8% 10/1/20 (c)

1,790,000

1,763,150

11% 10/1/21 (c)

895,000

839,063

Scientific Games Corp. 6.625% 5/15/21 (c)

2,680,000

2,237,800

Seminole Hard Rock Entertainment, Inc. 5.875% 5/15/21 (c)

395,000

381,175

Wynn Macau Ltd. 5.25% 10/15/21 (c)

565,000

545,225

 

11,416,238

Healthcare - 4.8%

AmSurg Corp. 5.625% 7/15/22 (c)

475,000

470,250

Community Health Systems, Inc.:

5.125% 8/15/18

550,000

565,125

5.125% 8/1/21 (c)

320,000

319,200

6.875% 2/1/22 (c)

1,565,000

1,627,600

8% 11/15/19

2,335,000

2,493,080

DJO Finance LLC/DJO Finance Corp.:

7.75% 4/15/18

595,000

597,975

8.75% 3/15/18

855,000

902,025

9.875% 4/15/18

255,000

267,113

Grifols Worldwide Operations Ltd. 5.25% 4/1/22 (c)

375,000

370,313

HCA Holdings, Inc. 5% 3/15/24

1,510,000

1,485,463

HealthSouth Corp.:

5.75% 11/1/24

450,000

459,000

7.25% 10/1/18

2,813,000

2,914,971

Sabra Health Care LP/Sabra Capital Corp. 5.5% 2/1/21

1,300,000

1,319,500

Tenet Healthcare Corp.:

5% 3/1/19 (c)

655,000

646,813

6% 10/1/20

415,000

438,863

6.25% 11/1/18

415,000

440,938

8.125% 4/1/22

3,880,000

4,258,300

Valeant Pharmaceuticals International:

6.75% 8/15/18 (c)

1,245,000

1,313,475

6.875% 12/1/18 (c)

1,130,000

1,166,725

 

22,056,729

Nonconvertible Bonds - continued

 

Principal Amount

Value

Homebuilders/Real Estate - 2.9%

CBRE Group, Inc. 6.625% 10/15/20

$ 319,000

$ 335,397

D.R. Horton, Inc.:

3.75% 3/1/19

725,000

705,063

4.375% 9/15/22

610,000

587,125

Howard Hughes Corp. 6.875% 10/1/21 (c)

810,000

836,325

KB Home 4.75% 5/15/19

490,000

476,525

Lennar Corp.:

4.125% 12/1/18

1,330,000

1,316,700

4.5% 6/15/19

945,000

936,731

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (c)

565,000

545,225

Standard Pacific Corp. 8.375% 5/15/18

2,308,000

2,619,580

Toll Brothers Finance Corp.:

4% 12/31/18

965,000

963,794

4.375% 4/15/23

1,755,000

1,671,638

Weyerhaeuser Real Estate Co.:

4.375% 6/15/19 (c)

290,000

283,475

5.875% 6/15/24 (c)

210,000

208,950

William Lyon Homes, Inc. 5.75% 4/15/19

180,000

176,850

WLH PNW Finance Corp. 7% 8/15/22 (c)

1,485,000

1,503,563

 

13,166,941

Hotels - 0.3%

Playa Resorts Holding BV 8% 8/15/20 (c)

1,210,000

1,264,450

Leisure - 1.9%

24 Hour Holdings III LLC 8% 6/1/22 (c)

1,875,000

1,734,375

NCL Corp. Ltd. 5% 2/15/18

4,365,000

4,408,650

Royal Caribbean Cruises Ltd.:

5.25% 11/15/22

1,955,000

1,974,550

7.5% 10/15/27

530,000

604,200

 

8,721,775

Metals/Mining - 3.2%

CONSOL Energy, Inc. 5.875% 4/15/22 (c)

1,500,000

1,477,500

FMG Resources (August 2006) Pty Ltd. 8.25% 11/1/19 (c)

3,545,000

3,664,644

Imperial Metals Corp. 7% 3/15/19 (c)

425,000

400,563

Murray Energy Corp.:

8.625% 6/15/21 (c)

1,205,000

1,247,175

9.5% 12/5/20 (c)

2,505,000

2,755,500

New Gold, Inc. 6.25% 11/15/22 (c)

1,650,000

1,670,625

Peabody Energy Corp.:

6.25% 11/15/21

1,160,000

1,078,800

Nonconvertible Bonds - continued

 

Principal Amount

Value

Metals/Mining - continued

Peabody Energy Corp.: - continued

7.875% 11/1/26

$ 915,000

$ 882,975

Rain CII Carbon LLC/CII Carbon Corp. 8.25% 1/15/21 (c)

420,000

436,800

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (c)

815,000

782,400

Walter Energy, Inc. 11% 4/1/20 pay-in-kind (c)(f)

185,000

87,875

 

14,484,857

Paper - 0.8%

Sappi Papier Holding GmbH:

6.625% 4/15/21 (c)

2,948,000

3,051,180

7.75% 7/15/17 (c)

745,000

800,875

 

3,852,055

Publishing/Printing - 1.7%

Cenveo Corp. 6% 8/1/19 (c)

285,000

267,188

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21

3,500,000

3,867,500

MHGE Parent LLC / MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (c)(f)

2,925,000

2,764,125

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

635,000

633,413

7% 2/15/22

320,000

337,600

 

7,869,826

Restaurants - 0.4%

1011778 BC ULC/New Red Finance, Inc. 6% 4/1/22 (c)(e)

1,885,000

1,873,219

Services - 5.6%

Abengoa Greenfield SA 6.5% 10/1/19 (c)

1,235,000

1,232,221

ADT Corp. 4.125% 4/15/19

1,085,000

1,063,300

Anna Merger Sub, Inc. 7.75% 10/1/22 (c)

710,000

713,550

APX Group, Inc.:

6.375% 12/1/19

3,065,000

2,965,388

8.75% 12/1/20

1,720,000

1,565,200

8.75% 12/1/20 (c)

700,000

637,000

Audatex North America, Inc. 6% 6/15/21 (c)

1,575,000

1,614,375

Bankrate, Inc. 6.125% 8/15/18 (c)

1,811,000

1,779,308

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (c)

680,000

698,700

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (c)

2,295,000

2,306,475

CBRE Group, Inc. 5.25% 3/15/25

475,000

472,031

Nonconvertible Bonds - continued

 

Principal Amount

Value

Services - continued

FTI Consulting, Inc. 6.75% 10/1/20

$ 3,130,000

$ 3,251,288

Garda World Security Corp.:

7.25% 11/15/21 (c)

635,000

631,825

7.25% 11/15/21 (c)

205,000

203,975

Hertz Corp.:

4.25% 4/1/18

840,000

825,300

6.25% 10/15/22

1,530,000

1,549,125

The Geo Group, Inc. 5.875% 1/15/22

1,280,000

1,292,800

The GEO Group, Inc. 5.875% 10/15/24

540,000

541,350

TransUnion Holding Co., Inc. 8.125% 6/15/18 pay-in-kind (f)

2,290,000

2,370,150

 

25,713,361

Shipping - 1.6%

Aguila 3 SA 7.875% 1/31/18 (c)

2,035,000

2,085,875

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (c)

1,620,000

1,563,300

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (c)

2,140,000

2,033,000

8.125% 2/15/19

1,445,000

1,358,300

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (c)

450,000

445,500

 

7,485,975

Steel - 1.9%

JMC Steel Group, Inc. 8.25% 3/15/18 (c)

3,685,000

3,721,850

Ryerson, Inc./Joseph T Ryerson & Son, Inc.:

9% 10/15/17

465,000

490,575

11.25% 10/15/18

1,055,000

1,160,500

Steel Dynamics, Inc.:

5.125% 10/1/21 (c)

850,000

862,750

5.5% 10/1/24 (c)

425,000

427,125

6.125% 8/15/19

1,930,000

2,038,563

 

8,701,363

Super Retail - 0.8%

Best Buy Co., Inc. 5% 8/1/18

835,000

860,050

J.C. Penney Co., Inc. 8.125% 10/1/19

635,000

619,125

JC Penney Corp., Inc.:

5.65% 6/1/20

480,000

403,200

5.75% 2/15/18

680,000

635,800

7.4% 4/1/37

1,385,000

1,156,475

 

3,674,650

Nonconvertible Bonds - continued

 

Principal Amount

Value

Technology - 4.6%

ADT Corp.:

4.125% 6/15/23

$ 370,000

$ 329,300

6.25% 10/15/21

1,010,000

1,045,350

Advanced Micro Devices, Inc.:

6.75% 3/1/19

2,630,000

2,656,300

7% 7/1/24

505,000

482,275

BMC Software Finance, Inc. 8.125% 7/15/21 (c)

1,775,000

1,704,000

Boxer Parent Co., Inc. 9% 10/15/19 pay-in-kind (c)(f)

720,000

662,400

Brocade Communications Systems, Inc. 4.625% 1/15/23

1,130,000

1,084,800

Compiler Finance Sub, Inc. 7% 5/1/21 (c)

350,000

330,750

Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% 5/1/21 pay-in-kind (c)(f)

210,000

207,900

Lucent Technologies, Inc.:

6.45% 3/15/29

2,710,000

2,554,175

6.5% 1/15/28

865,000

815,263

Micron Technology, Inc. 5.875% 2/15/22 (c)

695,000

719,325

Nuance Communications, Inc. 5.375% 8/15/20 (c)

1,640,000

1,603,100

NXP BV/NXP Funding LLC 3.75% 6/1/18 (c)

2,190,000

2,151,675

Sungard Availability Services Capital, Inc. 8.75% 4/1/22 (c)

1,360,000

1,013,200

VeriSign, Inc. 4.625% 5/1/23

360,000

347,400

Viasystems, Inc. 7.875% 5/1/19 (c)

975,000

1,021,313

WideOpenWest Finance LLC/WideOpenWest Capital Corp.:

10.25% 7/15/19

1,185,000

1,279,800

13.375% 10/15/19

910,000

1,023,750

 

21,032,076

Telecommunications - 8.6%

Alcatel-Lucent U.S.A., Inc.:

4.625% 7/1/17 (c)

420,000

424,725

6.75% 11/15/20 (c)

3,235,000

3,283,525

8.875% 1/1/20 (c)

965,000

1,044,613

Altice Financing SA:

6.5% 1/15/22 (c)

200,000

205,000

7.875% 12/15/19 (c)

1,170,000

1,247,513

Altice Finco SA 9.875% 12/15/20 (c)

2,530,000

2,833,600

Columbus International, Inc. 7.375% 3/30/21 (c)

3,830,000

3,983,200

Digicel Group Ltd.:

6% 4/15/21 (c)

1,410,000

1,395,900

7% 2/15/20 (c)

200,000

206,000

7.125% 4/1/22 (c)

960,000

958,080

Nonconvertible Bonds - continued

 

Principal Amount

Value

Telecommunications - continued

Digicel Group Ltd.: - continued

8.25% 9/1/17 (c)

$ 2,560,000

$ 2,608,128

8.25% 9/30/20 (c)

1,680,000

1,730,568

DigitalGlobe, Inc. 5.25% 2/1/21 (c)

2,020,000

1,939,200

FairPoint Communications, Inc. 8.75% 8/15/19 (c)

1,310,000

1,372,225

Inmarsat Finance PLC 4.875% 5/15/22 (c)

755,000

738,013

Level 3 Escrow II, Inc. 5.375% 8/15/22 (c)

1,455,000

1,433,175

Level 3 Financing, Inc. 3.8229% 1/15/18 (c)(f)

885,000

871,991

MasTec, Inc. 4.875% 3/15/23

425,000

397,375

SBA Communications Corp. 4.875% 7/15/22 (c)

950,000

912,000

Sprint Capital Corp.:

6.875% 11/15/28

345,000

329,475

8.75% 3/15/32

1,670,000

1,822,388

Sprint Communications, Inc. 9% 11/15/18 (c)

345,000

398,475

T-Mobile U.S.A., Inc.:

5.25% 9/1/18

685,000

705,550

6% 3/1/23

855,000

853,931

6.375% 3/1/25

760,000

754,566

6.464% 4/28/19

1,070,000

1,111,463

6.5% 1/15/24

1,140,000

1,154,250

6.625% 4/1/23

1,140,000

1,165,650

TW Telecom Holdings, Inc.:

5.375% 10/1/22

840,000

903,000

6.375% 9/1/23

435,000

487,200

Wind Acquisition Finance SA:

4.75% 7/15/20 (c)

1,125,000

1,080,000

7.375% 4/23/21 (c)

1,170,000

1,175,850

 

39,526,629

Textiles & Apparel - 0.2%

The William Carter Co. 5.25% 8/15/21

1,015,000

1,045,450

TOTAL NONCONVERTIBLE BONDS

(Cost $391,515,633)


391,526,234

Commercial Mortgage Securities - 0.0%

 

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0% 8/1/24 (c)(f)
(Cost $135,987)

250,139


163,491

Common Stocks - 0.0%

Shares

Value

Telecommunications - 0.0%

CUI Acquisition Corp. Class E (a)(c)
(Cost $584,498)

0*

$ 62,400

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Banks & Thrifts - 0.5%

Royal Bank of Scotland Group PLC Series S, 6.60%
(Cost $2,156,155)

88,161


2,187,274

Bank Loan Obligations - 10.4%

 

Principal Amount

 

Aerospace - 0.1%

TransDigm, Inc. Tranche D, term loan 3.75% 6/4/21 (f)

$ 513,713

506,007

Automotive - 0.2%

Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (f)

267,975

264,974

Chrysler Group LLC term loan 3.25% 12/31/18 (f)

562,175

550,932

 

815,906

Broadcasting - 0.8%

Clear Channel Communications, Inc. Tranche D, term loan 6.904% 1/30/19 (f)

3,465,000

3,322,069

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (f)

277,900

273,037

 

3,595,106

Building Materials - 0.2%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (f)

892,763

879,371

Tranche 2LN, term loan 7.75% 4/1/22 (f)

180,000

179,100

 

1,058,471

Cable TV - 0.1%

Numericable LLC:

Tranche B 1LN, term loan 4.5% 5/8/20 (f)

383,350

380,954

Tranche B 2LN, term loan 4.5% 5/8/20 (f)

331,650

329,577

 

710,531

Capital Goods - 0.4%

Husky Injection Molding Systems Ltd.:

Tranche 1LN, term loan 4.25% 6/30/21 (f)

1,205,399

1,193,345

Tranche 2LN, term loan 7.25% 6/30/22 (f)

465,000

455,119

 

1,648,464

Bank Loan Obligations - continued

 

Principal Amount

Value

Containers - 0.7%

Berlin Packaging, LLC:

Tranche 2LN, term loan 9/24/22 (g)

$ 275,000

$ 272,250

Tranche B 1LN, term loan 4.5% 9/24/21 (f)

850,000

850,000

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (f)

442,775

432,813

Signode Packaging Systems, Inc. Tranche B, term loan 4% 5/1/21 (f)

1,613,111

1,580,849

 

3,135,912

Diversified Financial Services - 0.6%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (f)

685,000

677,294

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 9/11/22 (f)

515,000

512,425

Tranche B 1LN, term loan 4.75% 9/11/21 (f)

130,000

129,350

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (f)

1,625,000

1,663,594

 

2,982,663

Electric Utilities - 0.6%

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (f)

1,542,191

1,501,709

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (f)

695,000

688,050

Southwire LLC, Tranche B, term loan 3.2538% 2/10/21 (f)

378,100

371,975

 

2,561,734

Energy - 0.9%

Energy Transfer Equity LP Tranche B, term loan 3.25% 12/2/19 (f)

1,055,000

1,027,011

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (f)

1,645,000

1,649,113

Tranche B 1LN, term loan 3.875% 9/30/18 (f)

168,462

165,935

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (f)

1,196,261

1,140,934

TPF II Power, LLC Tranche B, term loan 9/24/21 (g)

205,000

204,488

 

4,187,481

Gaming - 0.6%

Aristocrat International (Pty) Ltd. Tranche B, term loan 9/29/21 (g)

1,255,000

1,240,881

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (f)

174,563

166,271

Bank Loan Obligations - continued

 

Principal Amount

Value

Gaming - continued

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (f)

$ 287,825

$ 285,666

Scientific Games Corp. Tranch B 2LN, term loan 9/17/21 (g)

1,260,000

1,231,650

 

2,924,468

Healthcare - 1.1%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (f)

64,838

64,027

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (f)

1,064,650

1,049,745

Grifols, S.A. Tranche B, term loan 3.154% 2/27/21 (f)

1,800,950

1,764,931

MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (f)

592,636

578,561

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (f)

545,000

542,275

Tranche B 1LN, term loan 4.2532% 1/28/21 (f)

965,150

941,021

 

4,940,560

Leisure - 0.0%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (f)

94,763

94,407

Metals/Mining - 0.5%

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (f)

697,950

683,119

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (f)

1,569,150

1,522,076

 

2,205,195

Publishing/Printing - 0.4%

ARC Document Solutions, Inc. Tranche B, term loan 6.25% 12/20/18 (f)

1,876,500

1,885,883

Restaurants - 0.6%

Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (f)

2,620,464

2,545,125

TGI Friday's, Inc.:

Tranche B 1LN, term loan 5.25% 7/15/20 (f)

174,563

173,908

Tranche B 2LN, term loan 9.25% 7/15/21 (f)

195,000

193,538

 

2,912,571

Services - 1.3%

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (f)

731,325

716,699

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (f)

1,285,288

1,282,074

Bank Loan Obligations - continued

 

Principal Amount

Value

Services - continued

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (f)

$ 900,000

$ 885,375

Garda World Security Corp.:

term loan 4% 11/8/20 (f)

1,178,732

1,161,051

Tranche DD, term loan 4% 11/8/20 (f)

301,536

297,013

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (f)

1,064,532

1,019,289

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (f)

462,675

455,735

 

5,817,236

Shipping - 0.1%

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (f)

352,338

353,218

Steel - 0.2%

Atkore International, Inc.:

Tranche 2LN, term loan 7.75% 10/9/21 (f)

290,000

288,188

Tranche B 1LN, term loan 4.5% 4/9/21 (f)

523,688

519,760

 

807,948

Super Retail - 0.2%

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (f)

50,000

49,375

6% 5/22/18 (f)

900,441

897,064

 

946,439

Technology - 0.8%

DealerTrack Holdings, Inc. Tranche B LN, term loan 3.5% 2/28/21 (f)

1,035,114

1,019,587

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (f)

238,468

233,103

NXP BV Tranche D, term loan 3.25% 1/11/20 (f)

1,039,500

1,023,908

Sungard Availability Services Capital, Inc. Tranche B, term loan 6% 3/31/19 (f)

1,333,300

1,229,969

 

3,506,567

TOTAL BANK LOAN OBLIGATIONS

(Cost $48,193,988)


47,596,767

Preferred Securities - 1.1%

 

Principal Amount

Value

Banks & Thrifts - 1.1%

Barclays Bank PLC 7.625% 11/21/22

$ 2,580,000

$ 2,843,631

Barclays PLC 8.25% (d)(f)

475,000

489,191

Credit Agricole SA 6.625% (c)(d)(f)

855,000

817,296

HSBC Holdings PLC 5.625% (d)(f)

1,095,000

1,089,691

TOTAL PREFERRED SECURITIES

(Cost $5,054,712)


5,239,809

Money Market Funds - 2.8%

Shares

 

Fidelity Cash Central Fund, 0.12% (b)
(Cost $12,632,444)

12,632,444


12,632,444

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $460,273,417)

459,408,419

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(1,501,247)

NET ASSETS - 100%

$ 457,907,172

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) 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 $198,502,556 or 43.3% of net assets.

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

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

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

(g) The coupon rate will be determined upon settlement of the loan after period end.

* Amount represents less than 1 share.

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

$ 13,933

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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 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:

Financials

$ 2,187,274

$ 2,187,274

$ -

$ -

Telecommunication Services

62,400

-

-

62,400

Corporate Bonds

391,526,234

-

391,526,234

-

Commercial Mortgage Securities

163,491

-

-

163,491

Bank Loan Obligations

47,596,767

-

47,596,767

-

Preferred Securities

5,239,809

-

5,239,809

-

Money Market Funds

12,632,444

12,632,444

-

-

Total Investments in Securities:

$ 459,408,419

$ 14,819,718

$ 444,362,810

$ 225,891

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

72.9%

Luxembourg

4.8%

Canada

3.8%

Bermuda

3.4%

Austria

2.4%

Netherlands

2.0%

United Kingdom

2.0%

Australia

1.7%

Ireland

1.6%

Marshall Islands

1.4%

Cayman Islands

1.0%

Others (Individually Less Than 1%)

3.0%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $447,640,973)

$ 446,775,975

 

Fidelity Central Funds (cost $12,632,444)

12,632,444

 

Total Investments (cost $460,273,417)

 

$ 459,408,419

Cash

 

1,742,258

Receivable for investments sold

2,868,639

Receivable for fund shares sold

138,773

Interest receivable

7,545,974

Distributions receivable from Fidelity Central Funds

1,024

Total assets

471,705,087

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,891,237

Delayed delivery

6,681,378

Payable for fund shares redeemed

221,282

Distributions payable

251

Other payables and accrued expenses

3,767

Total liabilities

13,797,915

 

 

 

Net Assets

$ 457,907,172

Net Assets consist of:

 

Paid in capital

$ 458,772,170

Net unrealized appreciation (depreciation) on investments

(864,998)

Net Assets, for 4,489,186 shares outstanding

$ 457,907,172

Net Asset Value, offering price and redemption price per share ($457,907,172 ÷ 4,489,186 shares)

$ 102.00

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 247,682

Interest

 

26,935,792

Income from Fidelity Central Funds

 

13,933

Total income

 

27,197,407

 

 

 

Expenses

Custodian fees and expenses

$ 11,600

Independent directors' compensation

1,852

Total expenses before reductions

13,452

Expense reductions

(2,442)

11,010

Net investment income (loss)

27,186,397

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

4,071,683

Change in net unrealized appreciation (depreciation) on investment securities

(2,936,030)

Net gain (loss)

1,135,653

Net increase (decrease) in net assets resulting from operations

$ 28,322,050

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
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 27,186,397

$ 29,810,085

Net realized gain (loss)

4,071,683

27,157,035

Change in net unrealized appreciation (depreciation)

(2,936,030)

(25,949,056)

Net increase (decrease) in net assets resulting
from operations

28,322,050

31,018,064

Distributions to partners from net investment income

(26,736,878)

(28,714,380)

Affiliated share transactions
Proceeds from sales of shares

44,382,802

39,735,334

Reinvestment of distributions

26,722,503

28,704,798

Cost of shares redeemed

(20,801,115)

(202,170,821)

Net increase (decrease) in net assets resulting from share transactions

50,304,190

(133,730,689)

Total increase (decrease) in net assets

51,889,362

(131,427,005)

 

 

 

Net Assets

Beginning of period

406,017,810

537,444,815

End of period

$ 457,907,172

$ 406,017,810

Other Affiliated Information

Shares

Sold

428,474

387,033

Issued in reinvestment of distributions

256,831

279,877

Redeemed

(200,234)

(1,961,316)

Net increase (decrease)

485,071

(1,294,406)

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 101.40

$ 101.43

$ 91.48

$ 96.05

$ 88.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  6.317

  6.723

  7.580

  7.783

  8.328

Net realized and unrealized gain (loss)

  .503

  (.282) F

  9.372

  (5.177)

  6.532

Total from investment operations

  6.820

  6.441

  16.952

  2.606

  14.860

Distributions to partners from net investment income

  (6.220)

  (6.471)

  (7.002)

  (7.176)

  (7.300)

Net asset value, end of period

$ 102.00

$ 101.40

$ 101.43

$ 91.48

$ 96.05

Total ReturnA

  6.77%

  6.46%

  19.03%

  2.48%

  17.45%

Ratios to Average Net AssetsC, G

 

 

 

 

 

Expenses before reductions E

  .00%

  .00%

  .00%

  .00%

  .00%

Expenses net of fee waivers, if any E

  .00%

  .00%

  .00%

  .00%

  .00%

Expenses net of all reductions E

  .00%

  .00%

  .00%

  .00%

  .00%

Net investment income (loss)

  6.07%

  6.54%

  7.74%

  7.94%

  9.06%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 457,907

$ 406,018

$ 537,445

$ 498,050

$ 599,814

Portfolio turnover rateD

  74%

  87%

  51%

  69%

  82%

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.

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

E Amount represents less than .01%.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G Expense ratios reflect operating expenses of the Fund. 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 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 brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

Fidelity High Income Central Fund 1 (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each fund, in accordance with the Partnership Agreement.

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.

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%.

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 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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. In accordance with valuation policies and procedures approved by the Board of Directors (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Commercial 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. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

Investments in open-end mutual funds, including Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of September 30, 2014, 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. 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. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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 Partners. No provision has been made for U.S. Federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; 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. A 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. The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 8,086,785

Gross unrealized depreciation

(8,639,308)

Net unrealized appreciation (depreciation) on securities

$ (552,523)

 

 

Tax Cost

$ 459,960,942

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. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the fund's Statement of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty

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3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $369,896,859 and $319,467,539, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc.( the investment adviser), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with the investment adviser, FMR pays the investment adviser a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

6. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $1,852.

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 $590.

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Notes to Financial Statements - continued

7. Other.

The Fund's organizational documents provide former and current directors 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, mutual funds managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.

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Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity High Income Central Fund 1:

We have audited the accompanying statement of assets and liabilities of Fidelity High Income Central Fund 1 (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity High Income Central Fund 1 as of September 30, 2014, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014

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Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and officers of the Fidelity Central Investment Portfolios LLC 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 James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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. James C. Curvey 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. Ned C. Lautenbach 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 equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. 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, Audit, and Compliance Committees. In addition, the Independent Trustees have 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. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. 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 FMR'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."

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Directors and Officers (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 Trustees*:

Correspondence intended for each 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+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

+ 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.

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Directors and Officers (Trustees and Officers) - continued

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+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2004

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2004

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ 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.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2004

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

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 (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy 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: 2010

Assistant 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. (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: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), 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). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

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 FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and 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) (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: 2012

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

Deputy 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.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

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. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity High Income Central Fund 1

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract with FMR Co., Inc. (FMRC) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and the fact that no fee is payable under the management contract was fair and reasonable. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMRC and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts, as the fund is not publicly offered as a stand-alone investment product. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, Fidelity pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

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

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

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Fidelity® Floating Rate
Central Fund

Annual Report

September 30, 2014

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. © 2014 FMR LLC. All rights reserved.

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.

FR1-ANN-1114
1.814672.109


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 September 30, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Floating Rate Central Fund

5.78%

8.41%

6.47%

A From December 15, 2004.

$10,000 Over Life of Fund *

Let's say hypothetically that $10,000 was invested in Fidelity® Floating Rate Central Fund on December 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P®/LSTA Leveraged Performing Loan Index performed over the same period.

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* From December 31, 2004 (first date following the fund's commencement for which the life of fund return for the S&P/LSTA Leveraged Performing Loan Index is available).

Annual Report


Management's Discussion of Fund Performance

Market Recap: Floating-rate bank loans generated a positive return for the 12 months ending September 30, 2014, but performance weakened in the period's latter months amid strong outflows from retail mutual funds. For the year, the S&P®/LSTA Leveraged Performing Loan Index rose 3.90%, performing about in line with the broad investment-grade fixed-income market, as measured by the 3.96% return of the Barclays® U.S. Aggregate Bond Index, but lagging the 7.23% gain of The BofA Merrill LynchSM US High Yield Constrained Index. Global economic concerns and geopolitical tension caused U.S. Treasury yields to decline during the final three months of the period, prompting investors to shift away from bank debt and towards bonds with longer maturities and greater interest-rate sensitivity. Additionally, high-yield managers at this time sold liquid bank loans in their portfolios to help meet redemptions, further pressuring the market. Collateralized loan obligations (CLOs) - securities in which business loans are pooled to create a diversified income stream - were a bright spot during this time, creating demand for B-rated loans that were coveted for their yields. Within the index, the best-performing industries were utilities, publishing, and radio & television, whereas food service and leisure goods/activities/movies languished.

Comments from Eric Mollenhauer, Portfolio Manager of Fidelity® Floating Rate Central Fund: For the year, the fund returned 5.78%, outpacing the S&P®/LSTA Leveraged Performing Loan Index. Beneficial security selection, particularly in lodging & casinos, chemicals & plastics and telecommunication services, fueled the fund's strong relative performance. From a credit-quality perspective, selections in B-rated and BB-rated loans, along with an underweighting in the latter category, dovetailed nicely with late-period market dynamics and helped bolster the fund's return versus the benchmark. There were few areas of significant weakness, although the fund's cash stake slightly detracted in a rising market. Security selection in utilities was relatively negative, but this was more than offset by substantially overweighting this top-performing industry. The biggest individual contributors were two out-of-index equity positions: resort operator Kerzner International - which the fund no longer held at period end - and Netherlands-based chemicals producer LyondellBasell Industries. Overweightings in telecom companies Avaya and FairPoint Communications also aided the fund's relative return. On the downside, an underweighting in bankrupt electric utility TXU Energy and an out-of-benchmark position in medical transcription and speech-recognition software provider MModal were the primary detractors. We sold Avaya and MModal from the fund by period end.

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 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 (April 1, 2014 to September 30, 2014).

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. 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 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. 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.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2014

Ending
Account Value
September 30, 2014

Expenses Paid
During Period
*
April 1, 2014
to September 30, 2014

Actual

.0009%

$ 1,000.00

$ 1,012.00

$ -

HypotheticalA

 

$ 1,000.00

$ 1,025.06

$ -

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Holdings as of September 30, 2014

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Kronos, Inc.

1.8

1.7

Scientific Games Corp.

1.6

0.0

Dell International LLC

1.5

0.7

Caesars Entertainment Resort Properties LLC

1.4

1.7

Albertson's LLC

1.4

0.3

 

7.7

Top Five Market Sectors as of September 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

9.1

12.0

Gaming

8.5

6.1

Energy

8.0

7.2

Healthcare

6.2

6.9

Electric Utilities

5.4

5.1

 Quality Diversification (% of fund's net assets)

As of September 30, 2014

As of March 31, 2014

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BBB 1.9%

 

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BBB 3.3%

 

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BB 26.0%

 

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BB 21.8%

 

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B 52.0%

 

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B 56.4%

 

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CCC,CC,C 5.8%

 

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CCC,CC,C 6.7%

 

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Not Rated 4.7%

 

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Not Rated 7.0%

 

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Equities 0.8%

 

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Equities 0.9%

 

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Short-Term
Investments and
Net Other Assets 8.8%

 

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Short-Term
Investments and
Net Other Assets 3.9%

 

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We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

Asset Allocation (% of fund's net assets)

As of September 30, 2014 *

As of March 31, 2014 **

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Bank Loan
Obligations 89.0%

 

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Bank Loan
Obligations 94.0%

 

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Nonconvertible
Bonds 1.4%

 

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Nonconvertible
Bonds 1.2%

 

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Common Stocks 0.8%

 

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Common Stocks 0.9%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 8.8%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 3.9%

 

* Foreign investments

10.6%

 

** Foreign investments

10.8%

 

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Annual Report


Investments September 30, 2014

Showing Percentage of Net Assets

Bank Loan Obligations (f) - 89.0%

 

Principal Amount

Value

Aerospace - 0.1%

Gemini HDPE LLC Tranche B, term loan 4.75% 8/7/21 (e)

$ 1,405,000

$ 1,392,706

Air Transportation - 0.3%

U.S. Airways, Inc. Tranche B 1LN, term loan 3.5% 5/23/19 (e)

4,207,500

4,123,350

Automotive - 1.2%

Chrysler Group LLC term loan 3.25% 12/31/18 (e)

4,972,506

4,873,056

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (e)

4,000,000

3,965,000

North American Lifting Holdings, Inc.:

Tranche 1LN, term loan 5.5% 11/27/20 (e)

2,675,795

2,659,072

Tranche 2LN, term loan 10% 11/27/21 (e)

2,490,000

2,486,888

The Gates Corp. Tranche B 1LN, term loan 4.25% 7/3/21 (e)

3,000,000

2,947,500

Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (e)

2,962,650

2,918,210

 

19,849,726

Broadcasting - 1.3%

Clear Channel Capital I LLC Tranche B, term loan 3.804% 1/29/16 (e)

3,403,721

3,369,684

Clear Channel Communications, Inc. Tranche D, term loan 6.904% 1/30/19 (e)

5,950,000

5,704,563

ION Media Networks, Inc. Tranche B, term loan 5% 12/18/20 (e)

4,819,427

4,807,378

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (e)

6,902,788

6,781,989

 

20,663,614

Building Materials - 0.6%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (e)

3,440,250

3,375,745

GYP Holdings III Corp. Tranche 2LN, term loan 7.75% 4/1/22 (e)

2,420,000

2,407,900

Interline Brands, Inc. Tranche B, term loan 4% 3/17/21 (e)

3,223,800

3,155,294

Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (e)

606,950

593,294

 

9,532,233

Cable TV - 3.1%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (e)

4,805,413

4,739,338

Charter Communications Operating LLC Tranche F, term loan 3% 1/3/21 (e)

4,917,551

4,757,730

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Cable TV - continued

CSC Holdings LLC Tranche B, term loan 2.654% 4/17/20 (e)

$ 4,095,472

$ 3,972,608

Liberty Cablevision of Puerto Rico Tranche 1LN, term loan 4.5% 1/7/22 (e)

1,305,000

1,295,213

Numericable LLC:

Tranche B 1LN, term loan 4.5% 5/8/20 (e)

9,398,777

9,340,035

Tranche B 2LN, term loan 4.5% 5/8/20 (e)

8,131,223

8,080,403

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (e)

3,600,000

3,501,000

WideOpenWest Finance LLC Tranche B, term loan 4.75% 4/1/19 (e)

4,893,526

4,875,176

Zayo Group LLC Tranche B, term loan 4% 7/2/19 (e)

681,518

670,443

Ziggo B.V.:

Tranche B 1LN, term loan:

1/15/22 (g)

204,255

198,638

3.25% 1/15/22 (e)

3,493,617

3,397,543

Tranche B 2LN, term loan:

1/15/22 (g)

191,489

186,223

3.25% 1/15/22 (e)

2,191,489

2,131,223

Tranche B 3LN, term loan 1/15/22 (g)

3,919,149

3,811,372

 

50,956,945

Capital Goods - 0.6%

Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (e)

1,177,931

1,177,931

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (e)

3,376,538

3,376,538

SRAM LLC. Tranche B, term loan 4.0213% 4/10/20 (e)

5,108,759

4,955,496

 

9,509,965

Chemicals - 1.0%

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 7.5% 6/12/22 (e)

575,000

578,594

Tranche B 1LN, term loan 4.5348% 6/12/21 (e)

1,761,863

1,757,458

Chromaflo Technologies Corp.:

Tranche 2LN, term loan 8.25% 6/2/20 (e)

2,000,000

1,995,000

Tranche B 1LN, term loan 4.5% 12/2/19 (e)

3,970,000

3,945,188

Kronos Worldwide, Inc. Tranche B, term loan 4.75% 2/18/20 (e)

5,004,850

4,979,826

U.S. Coatings Acquisition, Inc. Tranche B, term loan 3.75% 2/1/20 (e)

4,052,479

3,956,233

 

17,212,299

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Consumer Products - 1.7%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 5% 2/1/20 (e)

$ 3,960,000

$ 3,841,200

KIK Custom Products, Inc. Tranche B 1LN, term loan 5.5% 4/29/19 (e)

5,327,991

5,314,671

Revlon Consumer Products Corp. term loan 4% 8/19/19 (e)

7,977,500

7,877,781

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (e)

6,501,753

6,144,156

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (e)

5,673,942

5,567,555

 

28,745,363

Containers - 3.3%

Anchor Glass Container Corp. Tranche B, term loan 4.25% 6/30/21 (e)

1,525,000

1,513,563

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (e)

9,741,175

9,570,704

Berlin Packaging, LLC:

Tranche 2LN, term loan:

9/24/22 (g)

2,000,000

1,980,000

9.75% 4/3/20 (e)

1,935,000

1,976,216

Tranche B 1LN, term loan 4.5% 9/24/21 (e)

5,000,000

5,000,000

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (e)

5,970,000

5,835,675

BWAY Holding Co. Tranche B, term loan 5.5% 8/14/20 (e)

8,504,338

8,494,132

Clondalkin Acquisition BV:

Tranche 2LN, term loan 10% 11/30/20 (e)

2,000,000

2,015,000

Tranche B 1LN, term loan 4.5% 5/31/20 (e)

3,950,000

3,910,500

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (e)

2,734,052

2,682,788

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4% 12/1/18 (e)

9,939,962

9,840,563

Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (e)

2,016,208

1,996,046

 

54,815,187

Diversified Financial Services - 3.8%

AlixPartners LLP Tranche 2LN, term loan 9% 7/10/21 (e)

3,500,000

3,552,500

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (e)

4,300,000

4,251,625

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (e)

2,470,000

2,470,000

Fly Funding II Sarl Tranche B, term loan 4.5% 8/9/19 (e)

3,489,672

3,472,223

Flying Fortress, Inc. term loan 3.5% 6/30/17 (e)

1,666,667

1,650,000

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Diversified Financial Services - continued

HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (e)

$ 2,738,230

$ 2,700,579

IBC Capital U.S. LLC:

Tranche 2LN, term loan 8% 9/11/22 (e)

2,000,000

1,990,000

Tranche B 1LN, term loan 4.75% 9/11/21 (e)

3,620,000

3,601,900

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (e)

3,665,000

3,752,044

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (e)

8,000,000

7,850,000

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 4.25% 10/1/19 (e)

9,335,150

9,183,454

Tranche B, term loan 4.25% 10/1/18 (e)

1,955,000

1,918,344

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (e)

5,545,937

5,490,478

TransUnion LLC Tranche B, term loan 4% 4/9/21 (e)

8,975,000

8,851,594

Vantiv LLC Tranche B, term loan 3.75% 6/13/21 (e)

2,738,138

2,717,601

 

63,452,342

Diversified Media - 0.9%

Advanstar Communications, Inc.:

Tranche 2LN, term loan 9.5% 6/6/20 (e)

1,000,000

998,750

Tranche B 1LN, term loan 5.5% 4/29/19 (e)

5,398,797

5,392,049

McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (e)

4,962,500

4,937,688

WMG Acquisition Corp. term loan 3.75% 7/1/20 (e)

3,964,950

3,831,133

 

15,159,620

Electric Utilities - 5.4%

Alfred Fueling Systems, Inc.:

Tranche 2LN, term loan 8.5% 6/20/22 (e)

1,000,000

985,000

Tranche B 1LN, term loan 4.75% 6/20/21 (e)

4,987,500

4,925,156

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

2.3821% 8/13/18 (e)(h)

432,482

436,271

6.375% 8/13/19 (e)

6,544,695

6,602,027

Bayonne Energy Center, LLC Tranche B, term loan 4.5% 8/19/21 (e)

4,994,305

4,981,819

Calpine Corp.:

Tranche B 3LN, term loan 4% 10/9/19 (e)

4,738,300

4,679,071

Tranche B 4LN, term loan 4% 10/31/20 (e)

2,977,500

2,936,559

Dynegy, Inc. Tranche B 2LN, term loan 4% 4/23/20 (e)

1,858,679

1,840,092

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (e)

3,050,000

3,050,000

EquiPower Resources Holdings LLC Tranche C, term loan 4.25% 12/31/19 (e)

2,898,327

2,883,835

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Electric Utilities - continued

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (e)

$ 6,322,365

$ 6,353,977

Exgen Texas Power LLC Tranche B, term loan 5.75% 9/18/21 (e)

20,000,000

19,800,000

Houston Fuel Oil Terminal Co. Tranche B, term loan 4.25% 8/19/21 (e)

5,000,000

4,950,000

InterGen NV Tranche B, term loan 5.5% 6/13/20 (e)

5,934,725

5,956,981

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (e)

5,058,859

4,989,553

Southcross Energy Partners LP Tranche B, term loan 5.25% 8/4/21 (e)

588,525

588,525

Southcross Holdings Borrower LP Tranche B, term loan 6% 8/4/21 (e)

1,067,325

1,063,323

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (e)

1,732,923

1,683,101

TXU Energy LLC Tranche B, term loan:

4.6498% 10/10/14 (e)

1,202,894

888,638

4.6498% 10/10/17 (e)

11,084,000

8,243,725

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (e)

1,580,000

1,552,350

 

89,390,003

Energy - 7.6%

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (e)

3,932,729

4,021,216

Chief Exploration & Development, LLC. Tranche 2LN, term loan 7.5% 5/16/21 (e)

5,000,000

5,031,250

Citgo Petroleum Corp. Tranche B, term loan 4.5% 7/29/21 (e)

1,430,000

1,431,788

Drillships Ocean Ventures, Inc. Tranche B, term loan 5.5% 7/25/21 (e)

3,000,000

2,906,250

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (e)

2,488,041

2,466,270

Tranche C, term loan 5.25% 3/14/21 (e)

174,457

172,930

EP Energy LLC term loan 4.5% 4/30/19 (e)

750,000

752,805

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (e)

4,593,333

4,512,950

ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (e)

1,378,407

1,385,299

Expro Finservices S.a.r.l. Tranche B, term loan 5.75% 9/2/21 (e)

11,478,328

11,406,588

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (e)

18,149,084

18,194,457

Tranche B 1LN, term loan 3.875% 9/30/18 (e)

3,400,664

3,349,654

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Energy - continued

Floatel International Ltd. Tranche B, term loan 6% 6/27/20 (e)

$ 3,233,750

$ 3,177,159

MRC Global, Inc. Tranche B, term loan 5.5171% 11/9/19 (e)

2,096,910

2,094,393

Northeast Wind Capital II, LLC Tranche B, term loan 5% 11/14/20 (e)

2,487,104

2,499,539

Offshore Group Investment Ltd. Tranche B, term loan 5% 10/25/17 (e)

4,423,650

4,246,704

Overseas Shipholding Group, Inc. Tranche B, term loan:

5.25% 8/5/19 (e)

1,396,500

1,401,737

5.75% 8/5/19 (e)

1,027,425

1,031,278

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (e)

2,656,375

2,570,043

Panda Sherman Power, LLC term loan 9% 9/14/18 (e)

10,057,943

10,208,813

Panda Temple Power, LLC term loan 7.25% 4/3/19 (e)

2,710,000

2,774,363

Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (e)

3,701,136

3,654,871

Samson Investment Co. Tranche B 2LN, term loan 5% 9/25/18 (e)

1,610,000

1,553,650

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (e)

2,984,962

2,846,908

Sheridan Investment Partners I term loan 4.25% 12/16/20 (e)

4,716,720

4,622,385

Sheridan Production Partners I:

Tranche A, term loan 4.25% 12/16/20 (e)

656,130

643,007

Tranche M, term loan 4.25% 12/16/20 (e)

244,700

239,806

TerraForm Power Operating LLC Tranche B, term loan 4.75% 7/23/19 (e)

3,705,713

3,719,609

TPF II LC LLC Tranche B, term loan 7.75% 8/21/19 (e)

4,030,767

4,106,344

TPF II Power, LLC Tranche B, term loan 9/24/21 (g)

6,755,000

6,738,113

Vantage Drilling Co. Tranche B, term loan 5.75% 3/28/19 (e)

10,536,375

10,009,556

Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (e)

2,243,050

2,226,227

 

125,995,962

Entertainment/Film - 0.3%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (e)

2,290,000

2,255,650

William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5.25% 5/6/21 (e)

1,995,000

1,965,075

 

4,220,725

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Environmental - 1.8%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (e)

$ 4,890,057

$ 4,761,693

Metal Services LLC Tranche B, term loan 6% 6/30/17 (e)

2,977,500

2,977,500

Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (e)

9,727,238

9,678,602

The Brickman Group, Ltd.:

Tranche 2LN, term loan 7.5% 12/18/21 (e)

490,000

481,425

Tranche B 1LN, term loan 4% 12/18/20 (e)

9,845,961

9,599,812

WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (e)

1,488,750

1,473,863

 

28,972,895

Food & Drug Retail - 3.7%

Albertson's LLC:

Tranche B 3LN, term loan 4% 8/25/19 (e)

4,000,000

3,970,000

Tranche B 4LN, term loan 4.5% 8/25/21 (e)

19,350,000

19,253,250

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (e)

5,674,962

5,476,338

Grocery Outlet, Inc. Tranche B 1LN, term loan 6.5% 12/17/18 (e)

4,472,860

4,456,086

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (e)

6,912,500

6,903,859

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (e)

3,960,000

3,925,350

Rite Aid Corp.:

Tranche 2LN, term loan 5.75% 8/21/20 (e)

1,555,000

1,572,494

Tranche B 7LN, term loan 3.5% 2/21/20 (e)

2,612,037

2,572,856

Smart & Final, Inc. Tranche B, term loan 4.75% 11/15/19 (e)

6,319,971

6,288,372

Sprouts Farmers Market LLC Tranche B, term loan 4% 4/23/20 (e)

3,796,781

3,777,797

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (e)

3,000,000

2,936,250

 

61,132,652

Food/Beverage/Tobacco - 3.1%

AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)

1,935,000

1,925,325

Arysta Lifescience SPC LLC:

Tranche B 1LN, term loan 4.5% 5/29/20 (e)

3,949,995

3,935,182

Tranche B 2LN, term loan 8.25% 11/30/20 (e)

3,000,000

3,015,000

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (e)

3,960,000

3,930,300

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Food/Beverage/Tobacco - continued

H.J. Heinz Co. Tranche B 2LN, term loan 3.5% 6/7/20 (e)

$ 22,398,295

$ 22,118,317

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (e)

1,566,075

1,542,584

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (e)

5,740,000

5,668,250

Tranche B 1LN, term loan 4.5% 6/30/21 (e)

9,105,000

8,991,188

 

51,126,146

Gaming - 8.5%

Aristocrat International (Pty) Ltd. Tranche B, term loan 9/29/21 (g)

15,000,000

14,831,250

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (e)

24,990,752

23,897,407

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (e)

13,244,338

12,615,231

CBAC Borrower LLC Tranche B, term loan 8.25% 7/2/20 (e)

5,895,000

6,027,638

CCM Merger, Inc. Tranche B, term loan 4.5% 8/8/21 (e)

7,066,939

6,978,602

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (e)

2,680,814

2,647,304

Fantasy Springs Resort Casino term loan 0% 8/6/49 (c)

4,979,371

3,933,703

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (e)

6,520,553

6,569,457

5.5% 11/21/19 (e)

2,794,523

2,815,481

Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)

11,207,478

11,487,665

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (e)

5,150,420

5,041,231

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (e)

2,575,538

2,527,246

Scientific Games Corp.:

Tranch B 2LN, term loan 9/17/21 (g)

25,000,000

24,437,500

Tranche B, term loan 4.25% 10/18/20 (e)

1,373,593

1,342,687

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (e)

10,773,830

10,599,294

Tropicana Entertainment, Inc. Tranche B, term loan 4% 11/27/20 (e)

4,049,100

3,988,364

 

139,740,060

Healthcare - 6.2%

AmSurg Corp. Tranche B, term loan 3.75% 7/16/21 (e)

7,000,000

6,912,500

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Healthcare - continued

Community Health Systems, Inc.:

Tranche D, term loan 4.25% 1/27/21 (e)

$ 10,894,780

$ 10,881,161

Tranche E, term loan 3.4846% 1/25/17 (e)

1,914,797

1,910,010

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (e)

5,000,000

4,975,000

Tranche B 1LN, term loan 4.5% 4/23/21 (e)

5,985,000

5,932,631

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (e)

4,719,564

4,749,061

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (e)

5,054,397

5,016,489

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (e)

1,055,000

1,058,956

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (e)

5,717,949

5,918,077

Grifols, S.A. Tranche B, term loan 3.154% 2/27/21 (e)

3,980,000

3,900,400

HCA Holdings, Inc. Tranche B 5LN, term loan 2.9067% 3/31/17 (e)

11,598,523

11,511,535

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (e)

9,475,423

9,120,095

Millennium Labs, LLC Tranche B, term loan 5.25% 4/16/21 (e)

2,413,950

2,401,880

MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (e)

5,227,727

5,103,569

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (e)

1,980,000

1,970,100

Tranche B 1LN, term loan 4.2532% 1/28/21 (e)

8,160,044

7,956,043

Polymer Group, Inc. Tranche B, term loan 5.25% 12/19/19 (e)

437,873

434,589

Skilled Healthcare Group, Inc. term loan 7% 4/9/16 (e)

1,042,440

1,039,834

Surgery Center Holdings, Inc. Tranche B 1LN, term loan 7/24/20 (g)

610,000

610,000

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 1/3/20 (e)

1,437,000

1,444,185

Tranche B 2LN, term loan 4.25% 7/3/19 (e)

4,388,559

4,344,673

Valeant Pharmaceuticals International Tranche BD 2LN, term loan 3.75% 2/13/19 (e)

5,000,000

4,968,750

 

102,159,538

Homebuilders/Real Estate - 0.6%

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (e)

47,466

46,991

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (e)

10,018,258

9,842,939

 

9,889,930

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Hotels - 1.8%

Belmond Interfin Ltd. Tranche B, term loan 4% 3/21/21 (e)

$ 3,795,925

$ 3,729,496

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (e)

1,655,000

1,655,000

Tranche B 1LN, term loan 3.5% 6/27/20 (e)

3,727,350

3,662,121

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (e)

8,620,793

8,480,705

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (e)

7,821,334

7,743,120

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (e)

3,420,983

3,378,221

Ryman Hospitality Properties, Inc. Tranche B, term loan 3.75% 1/15/21 (e)

987,525

985,056

 

29,633,719

Insurance - 0.1%

CNO Financial Group, Inc. Tranche B 2LN, term loan 3.75% 9/28/18 (e)

2,323,940

2,297,796

Leisure - 2.2%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (e)

2,937,638

2,926,621

ClubCorp Club Operations, Inc. Tranche B, term loan 4% 7/24/20 (e)

10,000,000

9,875,000

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (e)

2,400,000

2,430,000

Tranche B 1LN, term loan 4.25% 2/1/20 (e)

5,374,915

5,294,292

Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (e)

1,661,650

1,667,881

SeaWorld Parks & Entertainment, Inc. Tranche B 2LN, term loan 3% 5/14/20 (e)

5,000,000

4,725,000

SMG Tranche B 1LN, term loan 4.5% 2/27/20 (e)

4,342,337

4,336,909

Town Sports International LLC Tranche B, term loan 4.5% 11/15/20 (e)

5,955,000

5,121,300

 

36,377,003

Metals/Mining - 3.6%

Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (e)

1,362,339

1,212,481

American Rock Salt Co. LLC:

Tranche 2LN, term loan 8% 5/20/22 (e)

485,000

489,850

Tranche B 1LN, term loan 4.75% 5/20/21 (e)

2,992,500

2,973,797

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 1/25/20 (e)

3,000,605

2,989,353

Tranche B 2LN, term loan 8.75% 1/25/21 (e)

3,445,000

3,479,450

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Metals/Mining - continued

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (e)

$ 4,437,514

$ 4,382,045

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (e)

18,421,338

18,029,885

Murray Energy Corp. Tranche B 1LN, term loan 5.25% 12/5/19 (e)

4,432,725

4,427,184

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (e)

2,000,000

2,002,600

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (e)

8,455,934

8,202,256

Walter Energy, Inc. Tranche B, term loan 7.25% 4/1/18 (e)

12,505,000

11,004,400

 

59,193,301

Publishing/Printing - 1.8%

Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (e)

4,228,750

4,244,608

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)

11,482,860

10,506,817

Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4.25% 5/22/18 (e)

2,179,125

2,170,953

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 5.75% 3/22/19 (e)

5,226,796

5,246,397

Proquest LLC Tranche B, term loan 9/24/21 (g)

8,000,000

7,990,000

 

30,158,775

Restaurants - 1.4%

Burger King Worldwide, Inc. Tranche B, term loan 9/25/21 (g)

10,000,000

9,925,000

Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (e)

5,000,000

4,856,250

Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (e)

6,361,801

6,301,618

Red Lobster Hospitality LLC Tranche B, term loan 6.25% 7/28/21 (e)

2,500,000

2,490,625

 

23,573,493

Services - 3.5%

Bright Horizons Family Solutions, Inc. Tranche B, term loan 3.7501% 1/30/20 (e)

2,913,112

2,880,340

Cactus Wellhead LLC Tranche B, term loan 7% 7/31/20 (e)

8,000,000

7,870,000

Ceridian HCM, Inc. Tranche B 1LN, term loan 4.1515% 5/9/17 (e)

1,350,000

1,349,156

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Services - continued

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (e)

$ 9,490,088

$ 9,312,149

EFS Cogen Holdings I LLC Tranche B, term loan 3.75% 12/17/20 (e)

1,550,710

1,544,895

Filtration Group Corp.:

Tranche 2LN, term loan 8.25% 11/21/21 (e)

570,000

567,863

Tranche B 1LN, term loan 4.5% 11/21/20 (e)

674,900

671,526

Karman Buyer Corp. Tranche 2LN, term loan 7.5% 7/25/22 (e)

995,000

980,075

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (e)

14,284,348

13,677,263

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (e)

5,967,506

5,877,994

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (e)

4,987,500

4,950,094

Redtop Acquisitions Ltd. Tranche 2LN, term loan 8.25% 6/3/21 (e)

1,646,725

1,663,192

The ServiceMaster Co. Tranche B, term loan 4.25% 7/1/21 (e)

7,000,000

6,912,500

 

58,257,047

Shipping - 1.2%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/22/19 (e)

5,907,241

5,907,241

Harvey Gulf International Tranche B, term loan 5.5032% 6/18/20 (e)

2,940,076

2,888,624

Navios Partners Finance (U.S.), Inc. Tranche B, term loan 5.25% 6/27/18 (e)

5,717,250

5,745,836

YRC Worldwide, Inc. Tranche B, term loan 8.25% 2/13/19 (e)

5,955,000

5,969,888

 

20,511,589

Steel - 0.1%

JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)

1,601,969

1,591,957

Super Retail - 3.9%

Academy Ltd. Tranche B, term loan 4.5% 8/3/18 (e)

4,958,148

4,896,171

Bass Pro Group LLC Tranche B, term loan 3.75% 11/20/19 (e)

4,078,382

4,027,402

BJ's Wholesale Club, Inc.:

Tranche 2LN, term loan 8.5% 3/31/20 (e)

1,735,000

1,752,350

Tranche B 1LN, term loan 4.5% 9/26/19 (e)

9,962,500

9,837,969

General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (e)

1,994,944

1,940,083

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Super Retail - continued

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (e)

$ 4,790,500

$ 4,550,975

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (e)

1,545,000

1,525,688

6% 5/22/18 (e)

12,101,018

12,055,639

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (e)

3,602,331

3,575,313

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (e)

9,441,869

9,158,613

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)

10,074,239

9,545,341

The Hillman Group, Inc. Tranche B, term loan 4.5% 6/30/21 (e)

1,147,125

1,144,257

 

64,009,801

Technology - 9.1%

Activision Blizzard, Inc. Tranche B, term loan 3.25% 10/11/20 (e)

5,932,500

5,910,550

Applied Systems, Inc.:

Tranche B 1LN, term loan 4.25% 1/23/21 (e)

1,220,775

1,208,567

Tranche B 2LN, term loan 7.5% 1/23/22 (e)

310,000

306,900

Avago Technologies, Inc. Tranche B, term loan 3.75% 5/6/21 (e)

5,446,350

5,402,098

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (e)

1,192,747

1,168,892

5% 9/10/20 (e)

10,428,099

10,245,608

Carros U.S., LLC Tranche B, term loan 4.5% 6/30/21 (e)

1,770,000

1,758,938

Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 4.5% 9/15/20 (e)

960,000

949,200

CompuCom Systems, Inc. Tranche B, term loan 4.25% 5/9/20 (e)

3,722,863

3,564,641

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (e)

3,980,025

3,880,524

Dell International LLC Tranche B, term loan 4.5% 4/29/20 (e)

25,567,319

25,408,793

Fibertech Networks, LLC Tranche B 1LN, term loan 4% 12/18/19 (e)

1,424,157

1,411,696

First Data Corp. term loan 3.6545% 3/24/17 (e)

18,896,917

18,590,031

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (e)

3,653,572

3,594,202

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8.25% 6/17/22 (e)

1,370,000

1,356,300

Tranche B 1LN, term loan 5% 6/17/21 (e)

3,117,188

3,086,016

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Technology - continued

Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (e)

$ 3,198,833

$ 3,134,857

Genesys Telecommunications Laboratories, Inc. Tranche B, term loan 4.5% 11/13/20 (e)

1,672,363

1,668,182

GXS Group, Inc. Tranche B, term loan 3.25% 1/16/21 (e)

1,980,025

1,957,750

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (e)

6,742,812

6,591,098

Information Resources, Inc. Tranche B, term loan 4.75% 9/30/20 (e)

2,752,474

2,749,171

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/30/20 (e)

19,932,576

20,530,553

Tranche B 1LN, term loan 4.5% 10/30/19 (e)

9,781,377

9,708,016

Oberthur Technologies Tranche B 2LN, term loan 4.5% 10/18/19 (e)

6,877,676

6,869,079

Renaissance Learning, Inc.:

Tranche 1LN, term loan 4.5% 4/9/21 (e)

4,975,000

4,869,530

Tranche 2LN, term loan 8% 4/9/22 (e)

3,000,000

2,932,500

WP Mustang Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/29/21 (e)

2,359,088

2,362,036

 

151,215,728

Telecommunications - 5.0%

Altice Financing SA Tranche B, term loan 5.5% 6/24/19 (e)

10,655,035

10,801,541

Crown Castle Operating Co. Tranche B 2LN, term loan 3% 1/31/21 (e)

4,020,947

3,965,659

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.75% 3/31/17 (e)

5,510,000

5,482,450

Tranche D, term loan 3.75% 3/31/15 (e)

11,480,800

11,394,694

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (e)

1,364,225

1,362,520

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (e)

15,223,050

15,413,338

Integra Telecom Holdings, Inc.:

Tranche 2LN, term loan 9.75% 2/22/20 (e)

1,415,000

1,407,925

Tranche B, term loan 5.25% 2/22/19 (e)

2,432,987

2,417,903

Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (e)

6,000,000

5,910,000

Level 3 Financing, Inc.:

Tranche B 3LN, term loan 4% 8/1/19 (e)

7,285,000

7,157,513

Tranche B 4LN, term loan 4% 1/15/20 (e)

5,000,000

4,912,500

Bank Loan Obligations (f) - continued

 

Principal Amount

Value

Telecommunications - continued

LTS Buyer LLC:

Tranche 2LN, term loan 8% 4/11/21 (e)

$ 433,263

$ 428,930

Tranche B 1LN, term loan 4% 4/11/20 (e)

3,771,357

3,719,501

Securus Technologies Holdings, Inc.:

Tranche 2LN, term loan 9% 4/30/21 (e)

215,000

213,925

Tranche B 1LN, term loan 4.75% 4/30/20 (e)

5,561,845

5,520,131

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (e)

2,533,811

2,521,142

 

82,629,672

Textiles & Apparel - 0.2%

Party City Holdings, Inc. Tranche B LN, term loan 4% 7/27/19 (e)

3,786,388

3,720,126

TOTAL BANK LOAN OBLIGATIONS

(Cost $1,476,987,670)


1,471,211,268

Nonconvertible Bonds - 1.4%

 

Broadcasting - 0.1%

Clear Channel Communications, Inc. 9% 12/15/19

1,807,000

1,820,553

Cable TV - 0.2%

Numericable Group SA 4.875% 5/15/19 (d)

2,330,000

2,300,875

Containers - 0.2%

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 3.2341% 12/15/19 (d)(e)

3,725,000

3,603,938

Diversified Financial Services - 0.1%

MU Finance PLC 8.375% 2/1/17 (d)

2,142,481

2,217,468

Energy - 0.4%

American Energy-Permian Basin LLC/ AEPB Finance Corp. 6.7413% 8/1/19 (d)(e)

5,575,000

5,108,094

Offshore Group Investment Ltd. 7.125% 4/1/23

1,650,000

1,454,063

 

6,562,157

Homebuilders/Real Estate - 0.2%

Realogy Corp. 7.625% 1/15/20 (d)

2,607,000

2,789,490

Publishing/Printing - 0.1%

Cenveo Corp. 6% 8/1/19 (d)

865,000

810,938

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21

1,320,000

1,458,600

 

2,269,538

Nonconvertible Bonds - continued

 

Principal Amount

Value

Telecommunications - 0.1%

Altice Financing SA 7.875% 12/15/19 (d)

$ 725,000

$ 773,031

Columbus International, Inc. 7.375% 3/30/21 (d)

1,225,000

1,274,000

 

2,047,031

TOTAL NONCONVERTIBLE BONDS

(Cost $23,608,912)


23,611,050

Common Stocks - 0.8%

Shares

 

Chemicals - 0.6%

LyondellBasell Industries NV Class A

83,592

9,083,107

Publishing/Printing - 0.2%

Tribune Media Co. Class A (a)

56,422

3,712,568

Telecommunications - 0.0%

FairPoint Communications, Inc. (a)

51,778

785,472

TOTAL COMMON STOCKS

(Cost $5,043,291)


13,581,147

Other - 0.0%

 

 

 

 

Other - 0.0%

Idearc, Inc. Claim (a)

2,903,495

29

Tribune Co. Claim (a)

45,406

45,406

TOTAL OTHER

(Cost $45,435)


45,435

Money Market Funds - 23.5%

 

 

 

 

Fidelity Cash Central Fund, 0.12% (b)
(Cost $388,646,890)

388,646,890


388,646,890

TOTAL INVESTMENT PORTFOLIO - 114.7%

(Cost $1,894,332,198)

1,897,095,790

NET OTHER ASSETS (LIABILITIES) - (14.7)%

(243,811,256)

NET ASSETS - 100%

$ 1,653,284,534

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) Non-income producing - Security is in default.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $18,877,834 or 1.1% of net assets.

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

(f) Remaining maturities of bank loan obligations may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(g) The coupon rate will be determined upon settlement of the loan after period end.

(h) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $321,273 and $324,087, respectively.

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

$ 84,543

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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

$ 3,712,568

$ 3,712,568

$ -

$ -

Materials

9,083,107

9,083,107

-

-

Telecommunication Services

785,472

785,472

-

-

Bank Loan Obligations

1,471,211,268

-

1,439,325,421

31,885,847

Corporate Bonds

23,611,050

-

23,611,050

-

Other

45,435

-

-

45,435

Money Market Funds

388,646,890

388,646,890

-

-

Total Investments in Securities:

$ 1,897,095,790

$ 402,228,037

$ 1,462,936,471

$ 31,931,282

Investments in Securities:

Bank Loan Obligations

Beginning Balance

$ 53,848,444

Net Realized Gain (Loss) on Investment Securities

1,019,733

Net Unrealized Gain (Loss) on Investment Securities

(1,224,264)

Cost of Purchases

5,378,000

Proceeds of Sales

(31,858,554)

Amortization/Accretion

604,388

Transfers into Level 3

4,118,100

Transfers out of Level 3

-

Ending Balance

$ 31,885,847

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014

$ (666,774)

Other Investments in Securities

Beginning Balance

$ 3,243,974

Net Realized Gain (Loss) on Investment Securities

12,381,616

Net Unrealized Gain (Loss) on Investment Securities

(2,002,691)

Cost of Purchases

-

Proceeds of Sales

(13,577,464)

Investments in Securities:

Other Investments in Securities

Amortization/Accretion

$ -

Transfers into Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 45,435

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014

$ -

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

89.4%

Australia

2.4%

Netherlands

2.0%

Luxembourg

1.8%

Canada

1.2%

United Kingdom

1.0%

Cayman Islands

1.0%

Others (Individually Less Than 1%)

1.2%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2014

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,505,685,308)

$ 1,508,448,900

 

Fidelity Central Funds (cost $388,646,890)

388,646,890

 

Total Investments (cost $1,894,332,198)

 

$ 1,897,095,790

Cash

 

19,518,902

Receivable for investments sold

18,684,192

Receivable for fund shares sold

108,928

Interest receivable

9,607,187

Distributions receivable from Fidelity Central Funds

14,490

Total assets

1,945,029,489

 

 

 

Liabilities

Payable for investments purchased

$ 289,811,102

Payable for fund shares redeemed

189,907

Distributions payable

1,739,874

Other payables and accrued expenses

4,072

Total liabilities

291,744,955

 

 

 

Net Assets

$ 1,653,284,534

Net Assets consist of:

 

Paid in capital

$ 1,650,520,942

Net unrealized appreciation (depreciation) on investments

2,763,592

Net Assets, for 15,426,508 shares outstanding

$ 1,653,284,534

Net Asset Value, offering price and redemption price per share ($1,653,284,534 ÷ 15,426,508 shares)

$ 107.17

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

Annual Report

Statement of Operations

  

Year ended September 30, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 223,608

Interest

 

71,684,627

Income from Fidelity Central Funds

 

84,543

Total income

 

71,992,778

 

 

 

Expenses

Custodian fees and expenses

$ 10,992

Independent directors' compensation

5,727

Total expenses before reductions

16,719

Expense reductions

(10,809)

5,910

Net investment income (loss)

71,986,868

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

22,999,283

Change in net unrealized appreciation (depreciation) on

Investment securities

(18,047,949)

Net gain (loss)

4,951,334

Net increase (decrease) in net assets resulting from operations

$ 76,938,202

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
September 30,
2014

Year ended
September 30,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 71,986,868

$ 87,982,974

Net realized gain (loss)

22,999,283

33,491,063

Change in net unrealized appreciation (depreciation)

(18,047,949)

(20,151,181)

Net increase (decrease) in net assets resulting
from operations

76,938,202

101,322,856

Distributions to partners from net investment income

(67,235,709)

(74,284,584)

Affiliated share transactions
Proceeds from sales of shares

511,374,722

162,807,597

Reinvestment of distributions

45,245,720

48,879,555

Cost of shares redeemed

(255,661,943)

(482,226,653)

Net increase (decrease) in net assets resulting from share transactions

300,958,499

(270,539,501)

Total increase (decrease) in net assets

310,660,992

(243,501,229)

 

 

 

Net Assets

Beginning of period

1,342,623,542

1,586,124,771

End of period

$ 1,653,284,534

$ 1,342,623,542

Other Affiliated Information

Shares

Sold

4,747,668

1,543,725

Issued in reinvestment of distributions

419,108

461,350

Redeemed

(2,359,702)

(4,558,996)

Net increase (decrease)

2,807,074

(2,553,921)

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

Annual Report

Financial Highlights

Years ended September 30,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 106.39

$ 104.53

$ 95.32

$ 96.75

$ 90.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  5.658

  6.526

  6.830

  6.265

  5.664

Net realized and unrealized gain (loss)

  .412

  .838

  7.686

  (3.149)

  4.046

Total from investment operations

  6.070

  7.364

  14.516

  3.116

  9.710

Distributions to partners from net investment income

  (5.290)

  (5.504)

  (5.306)

  (4.546)

  (3.790)

Net asset value, end of period

$ 107.17

$ 106.39

$ 104.53

$ 95.32

$ 96.75

Total Return A

  5.78%

  7.19%

  15.56%

  3.09%

  10.88%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions E

  -%

  -%

  -%

  -%

  -%

Expenses net of fee waivers, if any E

  -%

  -%

  -%

  -%

  -%

Expenses net of all reductions E

  -%

  -%

  -%

  -%

  -%

Net investment income (loss)

  5.25%

  6.15%

  6.79%

  6.26%

  6.02%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,653,285

$ 1,342,624

$ 1,586,125

$ 2,786,638

$ 2,820,838

Portfolio turnover rate D

  66%

  90%

  47%G

  57%

  40%

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.

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

E Amount represents less than .01%.

F 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.

G 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 September 30, 2014

1. Organization.

Fidelity Floating Rate Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each fund, in accordance with the Partnership Agreement.

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.

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%.

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 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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. In accordance with valuation policies and procedures approved by the Board of Directors (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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 and bank loan 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. Independent prices obtained from a single source or broker are evaluated by management and may be categorized as Level 3 in the heirarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of September 30, 2014, as well as a roll forward of Level 3 investments, 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. 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

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Interest in the accompanying financial statements.

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 Partners. No provision has been made for U.S. Federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return.

Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; 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. A 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. The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 24,838,809

Gross unrealized depreciation

(15,886,489)

Net unrealized appreciation (depreciation) on securities

$ 8,952,320

 

 

Tax Cost

$ 1,888,143,470

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 also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Purchases and Sales of Investments. Purchases and sales of securities (including principal repayments of bank loan obligations), other than short-term securities, aggregated $1,105,486,041 and $871,715,830, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc.( the investment adviser), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with the investment adviser, FMR pays the investment adviser a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

5. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $5,727.

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 $5,082.

6. Other.

The Fund's organizational documents provide former and current directors 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, mutual funds managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity Floating Rate Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Floating Rate Central Fund (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Floating Rate Central Fund as of September 30, 2014, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014

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Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and officers of the Fidelity Central Investment Portfolios LLC 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 James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

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Directors and Officers (Trustees and Officers) - continued

Board Structure and Oversight Function. James C. Curvey 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. Ned C. Lautenbach 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 equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. 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, Audit, and Compliance Committees. In addition, the Independent Trustees have 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. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. 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 FMR'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 Trustees*:

Correspondence intended for each 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+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

+ 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

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+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2004

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2004

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ 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.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2004

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Name, Year of Birth; Principal Occupation

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 (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy 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: 2010

Assistant 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. (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: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), 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). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

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 FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and 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) (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: 2012

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

Deputy 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.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

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. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Floating Rate Central Fund

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract with FMR Co., Inc. (FMRC) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and the fact that no fee is payable under the management contract was fair and reasonable. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMRC and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts, as the fund is not publicly offered as a stand-alone investment product. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, Fidelity pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

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

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

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and Fidelity bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Item 2. Code of Ethics

As of the end of the period, September 30, 2014, Fidelity Central Investment Portfolios LLC (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 Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Emerging Markets Equity Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Floating Rate Central Fund, Fidelity Health Care Central Fund, Fidelity High Income Central Fund 1, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity International Equity Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund and Fidelity Utilities Central Fund (the "Funds"):

Services Billed by Deloitte Entities

September 30, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Consumer Discretionary Central Fund

$39,000

$-

$8,600

$600

Fidelity Consumer Staples Central Fund

$40,000

$-

$8,600

$600

Fidelity Emerging Markets Equity Central Fund

$43,000

$-

$6,900

$600

Fidelity Energy Central Fund

$43,000

$-

$9,600

$600

Fidelity Financials Central Fund

$44,000

$-

$9,600

$600

Fidelity Floating Rate Central Fund

$151,000

$-

$8,700

$600

Fidelity Health Care Central Fund

$41,000

$-

$8,600

$600

Fidelity High Income Central Fund 1

$55,000

$-

$8,700

$600

Fidelity Industrials Central Fund

$41,000

$-

$8,600

$600

Fidelity Information Technology Central Fund

$42,000

$-

$8,600

$600

Fidelity International Equity Central Fund

$48,000

$-

$6,900

$600

Fidelity Materials Central Fund

$40,000

$-

$8,700

$600

Fidelity Telecom Services Central Fund

$40,000

$-

$8,600

$600

Fidelity Utilities Central Fund

$39,000

$-

$8,700

$600

September 30, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Consumer Discretionary Central Fund

$38,000

$-

$8,200

$500

Fidelity Consumer Staples Central Fund

$39,000

$-

$8,200

$500

Fidelity Emerging Markets Equity Central Fund

$43,000

$-

$6,900

$500

Fidelity Energy Central Fund

$42,000

$-

$9,300

$500

Fidelity Financials Central Fund

$43,000

$-

$9,400

$500

Fidelity Floating Rate Central Fund

$152,000

$-

$8,700

$500

Fidelity Health Care Central Fund

$39,000

$-

$8,200

$500

Fidelity High Income Central Fund 1

$55,000

$-

$8,700

$500

Fidelity Industrials Central Fund

$40,000

$-

$8,200

$500

Fidelity Information Technology Central Fund

$41,000

$-

$8,200

$500

Fidelity International Equity Central Fund

$49,000

$-

$6,900

$500

Fidelity Materials Central Fund

$39,000

$-

$8,400

$500

Fidelity Telecom Services Central Fund

$39,000

$-

$8,200

$500

Fidelity Utilities Central Fund

$38,000

$-

$8,400

$500

A Amounts may reflect rounding.

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the 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 Deloitte Entities

 

September 30, 2014A

September 30, 2013A

Audit-Related Fees

$150,000

$1,115,000

Tax Fees

$-

$-

All Other Fees

$745,000

$705,000

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 Deloitte Entities 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 Funds are as follows:

Billed By

September 30, 2014 A

September 30, 2013 A

Deloitte Entities

$2,090,000

$2,055,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, 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 provided 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 trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

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

Item 12. Exhibits

(a)

(1)

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

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Central Investment Portfolios LLC

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 26, 2014

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/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 26, 2014

By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

November 26, 2014