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, 2013

Item 1. Reports to Stockholders

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, 2013

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. © 2013 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-1113
1.831584.107


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, 2013 to September 30, 2013).

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, 2013

Ending
Account Value
September 30, 2013

Expenses Paid
During Period
*
April 1, 2013
to September 30, 2013

Consumer Discretionary

.0028%

 

 

 

Actual

 

$ 1,000.00

$ 1,163.40

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .01

Consumer Staples

.0061%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.50

$ .03

HypotheticalA

 

$ 1,000.00

$ 1,025.04

$ .03

Energy

.0026%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.30

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.06

$ .01

Financials

.0086%

 

 

 

Actual

 

$ 1,000.00

$ 1,121.90

$ .05

HypotheticalA

 

$ 1,000.00

$ 1,025.03

$ .04

Health Care

.0059%

 

 

 

Actual

 

$ 1,000.00

$ 1,213.60

$ .03

HypotheticalA

 

$ 1,000.00

$ 1,025.04

$ .03

Industrials

.0024%

 

 

 

Actual

 

$ 1,000.00

$ 1,115.70

$ .01

HypotheticalA

 

$ 1,000.00

$ 1,025.06

$ .01

Information Technology

.0088%

 

 

 

Actual

 

$ 1,000.00

$ 1,153.30

$ .05

HypotheticalA

 

$ 1,000.00

$ 1,025.02

$ .04

Materials

.0036%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.50

$ .02

HypotheticalA

 

$ 1,000.00

$ 1,025.05

$ .02

Telecom Services

.0059%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ .03

HypotheticalA

 

$ 1,000.00

$ 1,025.04

$ .03

Utilities

.0029%

 

 

 

Actual

 

$ 1,000.00

$ 1,005.90

$ .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 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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® Consumer Discretionary Central Fund

31.56%

17.79%

11.31%

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.

esc710900

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Gordon Scott, Portfolio Manager of Fidelity® Consumer Discretionary Central Fund: For the year, the fund returned 31.56%, trailing the 34.01% gain of the MSCI® U.S. IMI Consumer Discretionary 25-50 Index, but outpacing the broad-based S&P 500®. Versus the broader market, consumer discretionary stocks were buoyed by improving economic fundamentals in the U.S. and a recovery in the housing and automobile industries. Relative to the MSCI sector index, it hurt to limit the fund's exposure to automobile manufacturers, most notably avoiding index name Ford Motor. Ford outperformed, but I chose to focus on auto-parts suppliers, mainly firms whose safety and fuel-economy technologies were in demand from the major automakers. For example, my decision to overweight supplier LKQ boosted relative performance. Results were weak among apparel retailers, which struggled as consumers shifted to more capital-intensive purchases. Teen fashion retailer American Eagle Outfitters was our largest relative detractor, but I continued to believe in its long-term growth potential, especially in emerging markets. On the plus side, I've generally underweighted fast-food giant McDonald's since I began managing the fund, and sold it this period because I felt the stock's valuation had become stretched relative to its future growth opportunity. This move helped, as shares declined in the second half.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

The Walt Disney Co.

5.1

5.7

Twenty-First Century Fox, Inc. Class A

4.9

5.1

Lowe's Companies, Inc.

3.7

4.3

Time Warner, Inc.

3.7

4.1

Dollar General Corp.

3.1

2.5

TJX Companies, Inc.

2.9

2.4

Yum! Brands, Inc.

2.7

3.3

Delphi Automotive PLC

2.6

0.7

NIKE, Inc. Class B

2.6

2.8

Dollar Tree, Inc.

2.5

2.0

 

33.8

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Specialty Retail 31.1%

 

esc710904

Media 26.0%

 

esc710906

Textiles, Apparel &
Luxury Goods 10.9%

 

esc710908

Hotels, Restaurants & Leisure 9.1%

 

esc710910

Multiline Retail 5.6%

 

esc710912

All Others* 17.3%

 

esc710914

As of March 31, 2013

esc710902

Specialty Retail 33.3%

 

esc710904

Media 27.5%

 

esc710906

Hotels, Restaurants & Leisure 11.1%

 

esc710908

Textiles, Apparel &
Luxury Goods 9.8%

 

esc710910

Internet & Catalog Retail 4.8%

 

esc710912

All Others* 13.5%

 

esc710922

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

Annual Report

Fidelity Consumer Discretionary Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.1%

Shares

Value

AUTO COMPONENTS - 4.0%

Auto Parts & Equipment - 4.0%

Delphi Automotive PLC

608,007

$ 35,519,769

Tenneco, Inc. (a)

109,392

5,524,296

TRW Automotive Holdings Corp. (a)

184,494

13,156,267

 

54,200,332

COMMERCIAL SERVICES & SUPPLIES - 1.2%

Diversified Support Services - 1.2%

KAR Auction Services, Inc.

561,690

15,845,275

DISTRIBUTORS - 1.4%

Distributors - 1.4%

LKQ Corp. (a)

596,301

18,998,150

HOTELS, RESTAURANTS & LEISURE - 9.1%

Hotels, Resorts & Cruise Lines - 1.5%

Wyndham Worldwide Corp.

315,418

19,231,035

Restaurants - 7.6%

Bloomin' Brands, Inc. (a)

970,153

22,905,312

Buffalo Wild Wings, Inc. (a)

20,610

2,292,244

Panera Bread Co. Class A (a)

57,923

9,182,533

Starbucks Corp.

251,785

19,379,891

Texas Roadhouse, Inc. Class A

443,573

11,657,098

Yum! Brands, Inc.

515,392

36,793,835

 

102,210,913

TOTAL HOTELS, RESTAURANTS & LEISURE

121,441,948

HOUSEHOLD DURABLES - 1.0%

Housewares & Specialties - 1.0%

Jarden Corp. (a)

279,673

13,536,173

INTERNET & CATALOG RETAIL - 5.6%

Internet Retail - 5.6%

Expedia, Inc.

249,300

12,911,247

Liberty Media Corp. Interactive Series A (a)

1,229,704

28,861,153

priceline.com, Inc. (a)

32,391

32,745,681

 

74,518,081

INTERNET SOFTWARE & SERVICES - 0.8%

Internet Software & Services - 0.8%

eBay, Inc. (a)

195,286

10,895,006

Common Stocks - continued

Shares

Value

LEISURE EQUIPMENT & PRODUCTS - 1.4%

Leisure Products - 1.4%

Brunswick Corp.

475,703

$ 18,985,307

MEDIA - 26.0%

Broadcasting - 4.1%

Discovery Communications, Inc. Class A (a)

229,800

19,399,716

Liberty Media Corp. Class A (a)

154,828

22,782,940

Sinclair Broadcast Group, Inc. Class A

402,865

13,504,035

 

55,686,691

Cable & Satellite - 8.2%

AMC Networks, Inc. Class A (a)

134,444

9,206,725

Comcast Corp. Class A

489,673

22,108,736

DIRECTV (a)

438,540

26,202,765

DISH Network Corp. Class A

142,100

6,395,921

Liberty Global PLC Class A (a)

394,059

31,268,582

Time Warner Cable, Inc.

129,211

14,419,948

 

109,602,677

Movies & Entertainment - 13.7%

The Walt Disney Co.

1,052,263

67,860,442

Time Warner, Inc.

749,316

49,312,486

Twenty-First Century Fox, Inc. Class A

1,977,489

66,245,882

 

183,418,810

TOTAL MEDIA

348,708,178

MULTILINE RETAIL - 5.6%

General Merchandise Stores - 5.6%

Dollar General Corp. (a)

726,986

41,045,630

Dollar Tree, Inc. (a)

598,963

34,236,725

 

75,282,355

PROFESSIONAL SERVICES - 1.0%

Research & Consulting Services - 1.0%

Nielsen Holdings B.V.

376,441

13,721,274

SPECIALTY RETAIL - 31.1%

Apparel Retail - 11.1%

Abercrombie & Fitch Co. Class A (d)

322,630

11,411,423

American Eagle Outfitters, Inc.

1,077,153

15,069,370

DSW, Inc. Class A

81,220

6,929,690

Foot Locker, Inc.

730,011

24,776,573

L Brands, Inc.

458,801

28,032,741

Common Stocks - continued

Shares

Value

SPECIALTY RETAIL - CONTINUED

Apparel Retail - continued

Ross Stores, Inc.

334,052

$ 24,318,986

TJX Companies, Inc.

681,610

38,435,988

 

148,974,771

Automotive Retail - 3.0%

AutoZone, Inc. (a)

38,510

16,279,332

O'Reilly Automotive, Inc. (a)

188,400

24,037,956

 

40,317,288

Home Improvement Retail - 3.7%

Lowe's Companies, Inc.

1,043,255

49,669,371

Homefurnishing Retail - 2.5%

Bed Bath & Beyond, Inc. (a)

219,542

16,983,769

Williams-Sonoma, Inc.

294,344

16,542,133

 

33,525,902

Specialty Stores - 10.8%

Cabela's, Inc. Class A (a)

243,055

15,319,757

Dick's Sporting Goods, Inc.

611,282

32,630,233

PetSmart, Inc.

374,561

28,564,022

Sally Beauty Holdings, Inc. (a)

939,305

24,572,219

Tractor Supply Co.

242,732

16,304,308

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

108,571

12,969,892

Vitamin Shoppe, Inc. (a)

305,067

13,346,681

 

143,707,112

TOTAL SPECIALTY RETAIL

416,194,444

TEXTILES, APPAREL & LUXURY GOODS - 10.9%

Apparel, Accessories & Luxury Goods - 5.8%

PVH Corp.

171,800

20,390,942

Ralph Lauren Corp.

90,614

14,926,844

Swatch Group AG (Bearer) (Reg.)

155,126

17,496,381

VF Corp.

126,904

25,260,241

 

78,074,408

Footwear - 5.1%

NIKE, Inc. Class B

473,879

34,422,571

Common Stocks - continued

Shares

Value

TEXTILES, APPAREL & LUXURY GOODS - CONTINUED

Footwear - continued

Steven Madden Ltd. (a)

177,617

$ 9,561,123

Wolverine World Wide, Inc.

406,077

23,645,864

 

67,629,558

TOTAL TEXTILES, APPAREL & LUXURY GOODS

145,703,966

TOTAL COMMON STOCKS

(Cost $1,052,855,510)


1,328,030,489

Money Market Funds - 1.0%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

12,320,042

12,320,042

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

1,381,800

1,381,800

TOTAL MONEY MARKET FUNDS

(Cost $13,701,842)


13,701,842

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,066,557,352)

1,341,732,331

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(1,046,459)

NET ASSETS - 100%

$ 1,340,685,872

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

$ 15,149

Fidelity Securities Lending Cash Central Fund

84,795

Total

$ 99,944

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 Consumer Discretionary Central Fund


Financial Statements

Statement of Assets and Liabilities

 

September 30, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,329,912) - See accompanying schedule:

Unaffiliated issuers (cost $1,052,855,510)

$ 1,328,030,489

 

Fidelity Central Funds (cost $13,701,842)

13,701,842

 

Total Investments (cost $1,066,557,352)

 

$ 1,341,732,331

Receivable for investments sold

12,136,531

Receivable for fund shares sold

138,508

Dividends receivable

778,587

Distributions receivable from Fidelity Central Funds

7,690

Total assets

1,354,793,647

 

 

 

Liabilities

Payable for investments purchased

$ 9,667,588

Payable for fund shares redeemed

3,050,092

Other payables and accrued expenses

8,295

Collateral on securities loaned, at value

1,381,800

Total liabilities

14,107,775

 

 

 

Net Assets

$ 1,340,685,872

Net Assets consist of:

 

Paid in capital

$ 1,065,511,496

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

275,174,376

Net Assets, for 6,831,290 shares outstanding

$ 1,340,685,872

Net Asset Value, offering price and redemption price per share ($1,340,685,872 ÷ 6,831,290 shares)

$ 196.26

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 13,143,474

Interest

 

121

Income from Fidelity Central Funds

 

99,944

Total income

 

13,243,539

 

 

 

Expenses

Custodian fees and expenses

$ 25,186

Independent directors' compensation

6,649

Interest

362

Total expenses before reductions

32,197

Expense reductions

(6,649)

25,548

Net investment income (loss)

13,217,991

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

148,385,691

Foreign currency transactions

13,234

Total net realized gain (loss)

 

148,398,925

Change in net unrealized appreciation (depreciation) on:

Investment securities

154,213,610

Assets and liabilities in foreign currencies

769

Total change in net unrealized appreciation (depreciation)

 

154,214,379

Net gain (loss)

302,613,304

Net increase (decrease) in net assets resulting from operations

$ 315,831,295

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,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 13,217,991

$ 10,793,918

Net realized gain (loss)

148,398,925

82,136,428

Change in net unrealized appreciation (depreciation)

154,214,379

130,525,433

Net increase (decrease) in net assets resulting
from operations

315,831,295

223,455,779

Distributions to partners from net investment income

(12,855,335)

(10,509,822)

Affiliated share transactions
Proceeds from sales of shares

203,639,695

183,740,888

Reinvestment of distributions

12,855,045

10,509,551

Cost of shares redeemed

(92,921,968)

(99,370,155)

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

123,572,772

94,880,284

Total increase (decrease) in net assets

426,548,732

307,826,241

 

 

 

Net Assets

Beginning of period

914,137,140

606,310,899

End of period

$ 1,340,685,872

$ 914,137,140

Other Affiliated Information

Shares

Sold

1,240,547

1,400,302

Issued in reinvestment of distributions

75,950

75,424

Redeemed

(543,040)

(723,887)

Net increase (decrease)

773,457

751,839

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 150.90

$ 114.27

$ 113.46

$ 92.13

$ 92.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.00

  1.84

  1.65

  1.25

  1.29

Net realized and unrealized gain (loss)

  45.30

  36.60

  .74

  21.31

  (.32)

Total from investment operations

  47.30

  38.44

  2.39

  22.56

  .97

Distributions to partners from net investment income

  (1.94)

  (1.81)

  (1.58)

  (1.23)

  (1.29)

Net asset value, end of period

$ 196.26

$ 150.90

$ 114.27

$ 113.46

$ 92.13

Total Return A

  31.56%

  33.79%

  1.96%

  24.64%

  1.38%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  .01%

  .01%

  -% E

Expenses net of fee waivers, if any

  -% E

  -% E

  .01%

  .01%

  -% E

Expenses net of all reductions

  -% E

  -% E

  .01%

  .01%

  -% E

Net investment income (loss)

  1.17%

  1.32%

  1.29%

  1.21%

  1.73%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,340,686

$ 914,137

$ 606,311

$ 605,022

$ 517,450

Portfolio turnover rate D

  122% G

  191%

  179%

  143% G

  91%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Consumer Staples Central Fund

15.58%

12.53%

11.40%

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.

esc710924

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Robert Lee, Portfolio Manager of Fidelity® Consumer Staples Central Fund: For the year, the fund gained 15.58%, trailing the MSCI® U.S. IMI Consumer Staples 25-50 Index, which rose 16.58%, and the broad-based S&P 500®. Early in the period, income-oriented investors flocked to the high dividends paid by many consumer staples companies, but shifted out of the sector later amid worries about the potential for rising interest rates. Many companies in the sector do business globally and, as a result, generate income in different currencies. General U.S. dollar weakness during the year had a positive impact on the dollar value of those earnings. Versus the MSCI sector index, it hurt the fund to hold several Europe-based names during a period when U.S. stocks performed better, including our largest relative detractor, a non-index stake in British American Tobacco. An overweighting, on average, in soft drink giant Coca-Cola also hurt, as the stock lagged the index. Conversely, I underweighted cigarette maker Philip Morris International, which helped, as product sales in Europe slowed. An overweighting in Kroger, a U.S. grocery store retailer, benefited the fund because investors gravitated toward firms catering to the middle-class consumer. With that sentiment in mind, it helped to underweight lagging Wal-Mart Stores, whose customers skew toward a lower-income demographic. Despite reducing our cash stake by period end, our position also hurt overall.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

British American Tobacco PLC sponsored ADR

14.5

14.0

The Coca-Cola Co.

12.2

11.8

Procter & Gamble Co.

11.3

12.5

CVS Caremark Corp.

8.2

7.8

Altria Group, Inc.

4.9

5.0

Kroger Co.

4.8

2.8

Wal-Mart Stores, Inc.

3.3

3.1

Pernod Ricard SA

2.7

1.9

Bunge Ltd.

2.4

2.1

Diageo PLC sponsored ADR

2.4

2.5

 

66.7

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Beverages 27.2%

 

esc710904

Tobacco 23.8%

 

esc710906

Food & Staples Retailing 18.6%

 

esc710908

Household Products 13.7%

 

esc710910

Food Products 11.7%

 

esc710912

All Others* 5.0%

 

esc710932

As of March 31, 2013

esc710902

Beverages 25.2%

 

esc710904

Tobacco 23.2%

 

esc710906

Food & Staples Retailing 16.3%

 

esc710908

Household Products 15.0%

 

esc710910

Food Products 10.9%

 

esc710912

All Others* 9.4%

 

esc710940

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

Annual Report

Fidelity Consumer Staples Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

BEVERAGES - 27.2%

Brewers - 4.0%

Anheuser-Busch InBev SA NV

161,053

$ 15,976,090

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

123,415

4,732,965

SABMiller PLC

403,916

20,555,334

 

41,264,389

Distillers & Vintners - 7.2%

Diageo PLC sponsored ADR

190,909

24,260,716

Pernod Ricard SA

220,236

27,348,488

Remy Cointreau SA (d)

175,261

18,676,512

Treasury Wine Estates Ltd.

632,803

2,609,311

 

72,895,027

Soft Drinks - 16.0%

Coca-Cola Bottling Co. CONSOLIDATED

38,701

2,423,457

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

15,780

1,987,964

Coca-Cola Icecek A/S

159,435

4,064,703

Embotelladora Andina SA:

ADR

89,814

2,257,924

sponsored ADR

89,358

2,936,304

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

32,913

3,195,523

PepsiCo, Inc.

274,018

21,784,431

The Coca-Cola Co.

3,267,447

123,770,892

 

162,421,198

TOTAL BEVERAGES

276,580,614

FOOD & STAPLES RETAILING - 18.6%

Drug Retail - 9.7%

CVS Caremark Corp.

1,467,897

83,303,155

Drogasil SA

328,000

2,712,737

Walgreen Co.

236,636

12,731,017

 

98,746,909

Food Distributors - 0.1%

Chefs' Warehouse Holdings (a)

37,089

856,756

Food Retail - 5.1%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

42,600

2,655,960

Kroger Co.

1,206,656

48,676,503

 

51,332,463

Common Stocks - continued

Shares

Value

FOOD & STAPLES RETAILING - CONTINUED

Hypermarkets & Super Centers - 3.7%

Costco Wholesale Corp.

31,600

$ 3,637,792

Wal-Mart Stores, Inc.

460,824

34,082,543

 

37,720,335

TOTAL FOOD & STAPLES RETAILING

188,656,463

FOOD PRODUCTS - 11.7%

Agricultural Products - 3.9%

Archer Daniels Midland Co.

319,583

11,773,438

Bunge Ltd.

325,534

24,711,286

First Resources Ltd.

668,000

1,017,002

SLC Agricola SA

252,300

2,502,168

 

40,003,894

Packaged Foods & Meats - 7.8%

Annie's, Inc. (a)(d)

29,419

1,444,473

Danone SA

14,400

1,083,925

Green Mountain Coffee Roasters, Inc. (a)

124,599

9,386,043

Hain Celestial Group, Inc. (a)

27,771

2,141,700

Kellogg Co.

143,093

8,403,852

Lindt & Spruengli AG

66

3,138,166

Marfrig Frigor E Com de Alabama SA (a)

870,800

2,377,088

Mead Johnson Nutrition Co. Class A

241,610

17,941,959

Nestle SA

171,282

11,944,200

Orion Corp.

1,005

891,333

Ulker Biskuvi Sanayi A/S

382,475

2,612,883

Unilever NV (NY Reg.)

442,578

16,694,042

Want Want China Holdings Ltd.

626,000

950,796

 

79,010,460

TOTAL FOOD PRODUCTS

119,014,354

HOUSEHOLD DURABLES - 0.2%

Housewares & Specialties - 0.2%

Tupperware Brands Corp.

30,300

2,617,011

HOUSEHOLD PRODUCTS - 13.7%

Household Products - 13.7%

Colgate-Palmolive Co.

374,905

22,231,867

Common Stocks - continued

Shares

Value

HOUSEHOLD PRODUCTS - CONTINUED

Household Products - continued

Procter & Gamble Co.

1,515,755

$ 114,575,920

Svenska Cellulosa AB (SCA) (B Shares)

89,900

2,266,140

 

139,073,927

PERSONAL PRODUCTS - 2.3%

Personal Products - 2.3%

Hengan International Group Co. Ltd.

219,500

2,566,904

Herbalife Ltd.

31,276

2,182,127

L'Oreal SA

56,300

9,669,204

Nu Skin Enterprises, Inc. Class A

92,492

8,855,184

 

23,273,419

PHARMACEUTICALS - 0.4%

Pharmaceuticals - 0.4%

Johnson & Johnson

17,771

1,540,568

Perrigo Co.

20,634

2,545,823

 

4,086,391

TOBACCO - 23.8%

Tobacco - 23.8%

Altria Group, Inc.

1,447,904

49,735,502

British American Tobacco PLC sponsored ADR

1,403,981

147,628,602

Imperial Tobacco Group PLC

93,998

3,480,205

ITC Ltd.

656,757

3,571,818

Japan Tobacco, Inc.

69,800

2,516,274

Lorillard, Inc.

168,403

7,541,086

Philip Morris International, Inc.

261,156

22,613,498

Souza Cruz SA

419,200

5,002,861

 

242,089,846

TOTAL COMMON STOCKS

(Cost $709,469,824)


995,392,025

Money Market Funds - 4.0%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

19,973,453

$ 19,973,453

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

20,711,319

20,711,319

TOTAL MONEY MARKET FUNDS

(Cost $40,684,772)


40,684,772

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $750,154,596)

1,036,076,797

NET OTHER ASSETS (LIABILITIES) - (1.9)%

(19,542,678)

NET ASSETS - 100%

$ 1,016,534,119

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

$ 44,243

Fidelity Securities Lending Cash Central Fund

145,462

Total

$ 189,705

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 995,392,025

$ 964,955,461

$ 30,436,564

$ -

Money Market Funds

40,684,772

40,684,772

-

-

Total Investments in Securities:

$ 1,036,076,797

$ 1,005,640,233

$ 30,436,564

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2013. 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

$ 12,970,900

Level 2 to Level 1

$ 0

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

United States of America

62.5%

United Kingdom

19.2%

France

5.5%

Bermuda

2.4%

Netherlands

1.7%

Brazil

1.6%

Belgium

1.6%

Switzerland

1.5%

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $19,657,731) - See accompanying schedule:

Unaffiliated issuers (cost $709,469,824)

$ 995,392,025

 

Fidelity Central Funds (cost $40,684,772)

40,684,772

 

Total Investments (cost $750,154,596)

 

$ 1,036,076,797

Receivable for investments sold

4,911,031

Receivable for fund shares sold

105,730

Dividends receivable

5,248,033

Distributions receivable from Fidelity Central Funds

16,152

Total assets

1,046,357,743

 

 

 

Liabilities

Payable for investments purchased

$ 9,029,783

Other payables and accrued expenses

82,522

Collateral on securities loaned, at value

20,711,319

Total liabilities

29,823,624

 

 

 

Net Assets

$ 1,016,534,119

Net Assets consist of:

 

Paid in capital

$ 730,663,506

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

285,870,613

Net Assets, for 5,605,908 shares outstanding

$ 1,016,534,119

Net Asset Value, offering price and redemption price per share ($1,016,534,119 ÷ 5,605,908 shares)

$ 181.33

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 26,533,238

Income from Fidelity Central Funds

 

189,705

Total income

 

26,722,943

 

 

 

Expenses

Custodian fees and expenses

$ 54,392

Independent directors' compensation

5,904

Interest

119

Total expenses before reductions

60,415

Expense reductions

(5,970)

54,445

Net investment income (loss)

26,668,498

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $3,229)

64,186,786

Foreign currency transactions

(19,734)

Total net realized gain (loss)

 

64,167,052

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $66,721)

48,376,068

Assets and liabilities in foreign currencies

5,142

Total change in net unrealized appreciation (depreciation)

 

48,381,210

Net gain (loss)

112,548,262

Net increase (decrease) in net assets resulting from operations

$ 139,216,760

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

Annual Report

Fidelity Consumer Staples Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 26,668,498

$ 23,587,852

Net realized gain (loss)

64,167,052

16,572,748

Change in net unrealized appreciation (depreciation)

48,381,210

143,769,241

Net increase (decrease) in net assets resulting
from operations

139,216,760

183,929,841

Distributions to partners from net investment income

(25,851,176)

(23,266,390)

Affiliated share transactions
Proceeds from sales of shares

140,033,645

186,168,916

Reinvestment of distributions

25,850,678

23,265,932

Cost of shares redeemed

(142,921,017)

(137,435,394)

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

22,963,306

71,999,454

Total increase (decrease) in net assets

136,328,890

232,662,905

 

 

 

Net Assets

Beginning of period

880,205,229

647,542,324

End of period

$ 1,016,534,119

$ 880,205,229

Other Affiliated Information

Shares

Sold

821,940

1,308,144

Issued in reinvestment of distributions

146,600

154,605

Redeemed

(828,034)

(918,473)

Net increase (decrease)

140,506

544,276

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 161.05

$ 131.58

$ 125.53

$ 114.15

$ 114.98

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  4.77

  4.33

  3.86

  3.08

  2.72

Net realized and unrealized gain (loss)

  20.13

  29.39

  6.04

  11.26

  (.86)

Total from investment operations

  24.90

  33.72

  9.90

  14.34

  1.86

Distributions to partners from net investment income

  (4.62)

  (4.25)

  (3.85)

  (2.96)

  (2.69)

Net asset value, end of period

$ 181.33

$ 161.05

$ 131.58

$ 125.53

$ 114.15

Total Return A

  15.58%

  25.90%

  7.83%

  12.73%

  2.03%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .02%

Expenses net of fee waivers, if any

  .01%

  -% E

  .01%

  .01%

  .01%

Expenses net of all reductions

  .01%

  -% E

  .01%

  .01%

  .01%

Net investment income (loss)

  2.72%

  2.91%

  2.86%

  2.59%

  2.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,016,534

$ 880,205

$ 647,542

$ 622,888

$ 520,351

Portfolio turnover rate D

  34% G

  27%

  51%

  61% G

  91%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Energy Central Fund

18.97%

7.14%

6.68%

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.

esc710942

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from John Dowd, Portfolio Manager of Fidelity® Energy Central Fund: For the year, the fund returned 18.97%, ahead of the 13.82% gain of the MSCI® U.S. IMI Energy 25-50 Index, but trailing the broad-based S&P 500®. Despite posting a double-digit gain for the period, energy stocks underperformed the broader market, held back by lower production and higher costs among integrated oil and gas firms. Versus the MSCI benchmark, the fund benefited the most from a sizable underweighting in integrated oil/gas behemoth Exxon Mobil. The company's stock fell sharply on weak second-quarter earnings and lower exposure to the U.S. shale basins than some of its smaller competitors. Strong stock picking in oil/gas exploration and production helped, including overweightings in Pioneer Natural Resources and Cabot Oil & Gas, two firms I believe are well-positioned to profit from the boom in North American shale production. Conversely, the fund was hurt by some poor picks in the weak oil/gas equipment and services industry, including a sizable stake in National Oilwell Varco, which struggled. Avoiding index component ConocoPhilips for most of the period hurt the most, as its stock rose on solid earnings reports, while positioning in Concho Resources detracted.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

12.5

9.7

Chevron Corp.

7.5

8.7

EOG Resources, Inc.

6.2

3.5

Schlumberger Ltd.

5.2

3.0

Halliburton Co.

4.8

4.5

National Oilwell Varco, Inc.

4.6

4.3

Anadarko Petroleum Corp.

4.2

3.9

Cimarex Energy Co.

3.7

0.0

Suncor Energy, Inc.

2.9

2.3

FMC Technologies, Inc.

2.7

0.5

 

54.3

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Oil, Gas & Consumable Fuels 73.8%

 

esc710945

Energy Equipment & Services 24.6%

 

esc710947

Construction & Engineering 0.2%

 

esc710912

All Others* 1.4%

 

esc710950

As of March 31, 2013

esc710902

Oil, Gas & Consumable Fuels 74.5%

 

esc710945

Energy Equipment & Services 22.6%

 

esc710954

Chemicals 1.8%

 

esc710912

All Others* 1.1%

 

esc710957

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

Annual Report

Fidelity Energy Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

CONSTRUCTION & ENGINEERING - 0.2%

Construction & Engineering - 0.2%

URS Corp.

49,097

$ 2,638,964

ENERGY EQUIPMENT & SERVICES - 24.6%

Oil & Gas Drilling - 3.0%

Atwood Oceanics, Inc. (a)

19,500

1,073,280

Ensco PLC Class A

335,749

18,046,509

Noble Corp.

166,230

6,278,507

Northern Offshore Ltd.

445,810

659,828

Odfjell Drilling A/S

391,200

2,641,287

Vantage Drilling Co. (a)

1,644,964

2,845,788

 

31,545,199

Oil & Gas Equipment & Services - 21.6%

Cameron International Corp. (a)

347,379

20,276,512

Core Laboratories NV

62,040

10,497,788

Dril-Quip, Inc. (a)

43,438

4,984,511

FMC Technologies, Inc. (a)

524,442

29,064,576

Forum Energy Technologies, Inc. (a)

148,699

4,016,360

Geospace Technologies Corp. (a)

10,374

874,528

Halliburton Co.

1,054,290

50,764,064

National Oilwell Varco, Inc.

622,022

48,586,138

Oceaneering International, Inc.

36,600

2,973,384

Schlumberger Ltd.

616,457

54,470,141

Total Energy Services, Inc.

70,900

1,234,151

 

227,742,153

TOTAL ENERGY EQUIPMENT & SERVICES

259,287,352

OIL, GAS & CONSUMABLE FUELS - 73.8%

Coal & Consumable Fuels - 0.8%

Alpha Natural Resources, Inc. (a)

125,000

745,000

Peabody Energy Corp.

452,196

7,800,381

 

8,545,381

Integrated Oil & Gas - 25.4%

Chevron Corp.

652,363

79,262,105

Exxon Mobil Corp.

1,526,645

131,352,534

Hess Corp.

165,523

12,801,549

Occidental Petroleum Corp.

141,514

13,237,220

Suncor Energy, Inc.

866,740

30,990,762

 

267,644,170

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - 39.4%

Anadarko Petroleum Corp.

471,572

$ 43,851,480

Bankers Petroleum Ltd. (a)

1,702,700

6,397,213

Bonanza Creek Energy, Inc. (a)

304,676

14,703,664

BPZ Energy, Inc. (a)(d)

229,025

446,599

Cabot Oil & Gas Corp.

292,804

10,927,445

Chesapeake Energy Corp.

100,610

2,603,787

Cimarex Energy Co.

401,364

38,691,490

Cobalt International Energy, Inc. (a)

566,995

14,095,496

Concho Resources, Inc. (a)

86,462

9,407,930

ConocoPhillips Co.

382,895

26,615,031

Continental Resources, Inc. (a)(d)

233,827

25,080,284

Emerald Oil, Inc. (a)

82,900

596,051

Energen Corp.

37,895

2,894,799

EOG Resources, Inc.

383,723

64,956,629

EPL Oil & Gas, Inc. (a)

109,418

4,060,502

EQT Corp.

182,856

16,222,984

Gulfport Energy Corp. (a)

119,820

7,709,219

Halcon Resources Corp. (a)

400,000

1,772,000

Kodiak Oil & Gas Corp. (a)

1,002,849

12,094,359

Laredo Petroleum Holdings, Inc. (a)

164,282

4,875,890

Murphy Oil Corp.

231,597

13,969,931

Noble Energy, Inc.

426,294

28,565,961

Northern Oil & Gas, Inc. (a)

302,846

4,370,068

Oasis Petroleum, Inc. (a)

62,273

3,059,472

Painted Pony Petroleum Ltd. Class A (a)

216,500

1,698,286

PDC Energy, Inc. (a)

212,961

12,679,698

Pioneer Natural Resources Co.

127,673

24,104,662

Rex Energy Corp. (a)

50,321

1,122,158

Rosetta Resources, Inc. (a)

73,100

3,981,026

Sanchez Energy Corp. (a)(d)

106,600

2,815,306

SM Energy Co.

71,900

5,549,961

Synergy Resources Corp. (a)

107,041

1,043,650

TAG Oil Ltd. (a)

112,725

490,275

Whiting Petroleum Corp. (a)

80,100

4,793,985

 

416,247,291

Oil & Gas Refining & Marketing - 1.8%

Marathon Petroleum Corp.

179,410

11,539,651

Phillips 66 Co.

119,304

6,898,157

 

18,437,808

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Storage & Transport - 6.4%

Access Midstream Partners LP

221,405

$ 10,696,076

Atlas Pipeline Partners LP

148,023

5,743,292

Kinder Morgan Holding Co. LLC

76,770

2,730,709

Magellan Midstream Partners LP

97,675

5,511,800

Markwest Energy Partners LP

91,855

6,634,687

Phillips 66 Partners LP

96,023

2,953,667

Targa Resources Corp.

70,961

5,177,315

Tesoro Logistics LP

95,282

5,526,356

The Williams Companies, Inc.

629,435

22,886,257

 

67,860,159

TOTAL OIL, GAS & CONSUMABLE FUELS

778,734,809

TOTAL COMMON STOCKS

(Cost $849,246,716)


1,040,661,125

Money Market Funds - 2.4%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

13,693,511

13,693,511

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

11,582,250

11,582,250

TOTAL MONEY MARKET FUNDS

(Cost $25,275,761)


25,275,761

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $874,522,477)

1,065,936,886

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(10,542,982)

NET ASSETS - 100%

$ 1,055,393,904

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

$ 16,214

Fidelity Securities Lending Cash Central Fund

458,248

Total

$ 474,462

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.

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

United States of America

86.0%

Curacao

5.2%

Canada

4.9%

United Kingdom

1.7%

Netherlands

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

Fidelity Energy Central Fund


Financial Statements

Statement of Assets and Liabilities

 

September 30, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,345,047) - See accompanying schedule:

Unaffiliated issuers (cost $849,246,716)

$ 1,040,661,125

 

Fidelity Central Funds (cost $25,275,761)

25,275,761

 

Total Investments (cost $874,522,477)

 

$ 1,065,936,886

Receivable for investments sold

22,514,159

Dividends receivable

319,757

Distributions receivable from Fidelity Central Funds

10,162

Total assets

1,088,780,964

 

 

 

Liabilities

Payable for investments purchased

$ 17,092,161

Payable for fund shares redeemed

4,704,287

Other payables and accrued expenses

8,362

Collateral on securities loaned, at value

11,582,250

Total liabilities

33,387,060

 

 

 

Net Assets

$ 1,055,393,904

Net Assets consist of:

 

Paid in capital

$ 863,965,977

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

191,427,927

Net Assets, for 7,284,074 shares outstanding

$ 1,055,393,904

Net Asset Value, offering price and redemption price per share ($1,055,393,904 ÷ 7,284,074 shares)

$ 144.89

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 16,659,392

Interest

 

121

Income from Fidelity Central Funds

 

474,462

Total income

 

17,133,975

 

 

 

Expenses

Custodian fees and expenses

$ 27,541

Independent directors' compensation

6,010

Total expenses before reductions

33,551

Expense reductions

(6,010)

27,541

Net investment income (loss)

17,106,434

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

71,941,820

Foreign currency transactions

(19,829)

Total net realized gain (loss)

 

71,921,991

Change in net unrealized appreciation (depreciation) on:

Investment securities

88,371,977

Assets and liabilities in foreign currencies

13,858

Total change in net unrealized appreciation (depreciation)

 

88,385,835

Net gain (loss)

160,307,826

Net increase (decrease) in net assets resulting from operations

$ 177,414,260

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,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 17,106,434

$ 15,693,312

Net realized gain (loss)

71,921,991

(45,705,176)

Change in net unrealized appreciation (depreciation)

88,385,835

208,447,129

Net increase (decrease) in net assets resulting
from operations

177,414,260

178,435,265

Distributions to partners from net investment income

(16,356,732)

(14,729,122)

Affiliated share transactions
Proceeds from sales of shares

137,880,130

212,936,832

Reinvestment of distributions

16,356,441

14,728,846

Cost of shares redeemed

(166,118,905)

(147,214,489)

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

(11,882,334)

80,451,189

Total increase (decrease) in net assets

149,175,194

244,157,332

 

 

 

Net Assets

Beginning of period

906,218,710

662,061,378

End of period

$ 1,055,393,904

$ 906,218,710

Other Affiliated Information

Shares

Sold

1,072,210

1,829,274

Issued in reinvestment of distributions

125,439

124,955

Redeemed

(1,232,191)

(1,218,655)

Net increase (decrease)

(34,542)

735,574

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 123.82

$ 100.57

$ 99.35

$ 99.12

$ 110.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.25

  2.15

  1.93

  1.25

  .92

Net realized and unrealized gain (loss)

  20.98

  23.15

  1.20

  .17

  (11.37)

Total from investment operations

  23.23

  25.30

  3.13

  1.42

  (10.45)

Distributions to partners from net investment income

  (2.16)

  (2.05)

  (1.91)

  (1.19)

  (.91)

Net asset value, end of period

$ 144.89

$ 123.82

$ 100.57

$ 99.35

$ 99.12

Total Return A

  18.97%

  25.27%

  2.76%

  1.49%

  (9.19)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  -% E

  -% E

  .01%

Expenses net of fee waivers, if any

  -% E

  -% E

  -% E

  -% E

  .01%

Expenses net of all reductions

  -% E

  -% E

  -% E

  -% E

  .01%

Net investment income (loss)

  1.72%

  1.81%

  1.52%

  1.26%

  1.18%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,055,394

$ 906,219

$ 662,061

$ 615,662

$ 575,938

Portfolio turnover rate D

  93% G

  98%

  102%

  106% G

  156%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Financials Central Fund

27.41%

3.80%

-2.37%

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.

esc710959

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Christopher Lee, who became Portfolio Manager of Fidelity® Financials Central Fund on May 21, 2013: For the year, the fund rose 27.41%, matching the MSCI® U.S. IMI Financials 25-50 Index but handily beating the S&P 500®. The financials sector was driven by strength in the other diversified financial services segment, as well as life/health insurance, a group that benefited from higher interest rates. The fund's performance versus the sector benchmark was boosted by security selection. Among individual contributors, alternative asset manager Blackstone Group stood out, as rising equity and real estate markets bolstered its share price. Timely ownership last spring of government-controlled mortgage giant Fannie Mae also helped, as the stock benefited from the U.S. housing recovery and record first-quarter net income. By contrast, electronic-payments enabler VeriFone Systems in data processing/outsourced services notably detracted, as the stock plunged in February following the company's preliminary announcement of weak quarterly results. Our cash position also hurt. All of the stocks mentioned were not in the index, and Fannie Mae and VeriFone were sold by period end. The fund closed the period with significantly fewer holdings than a year ago, and less foreign exposure.

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 Financials Central Fund


Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Bank of America Corp.

5.1

4.9

JPMorgan Chase & Co.

5.0

1.5

Citigroup, Inc.

5.0

4.9

U.S. Bancorp

4.7

0.7

Capital One Financial Corp.

4.1

1.0

Wells Fargo & Co.

4.0

0.5

American Tower Corp.

3.2

0.0

MetLife, Inc.

2.6

4.9

The Travelers Companies, Inc.

2.5

0.5

Simon Property Group, Inc.

2.4

0.0

 

38.6

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Diversified Financial Services 20.4%

 

esc710904

Commercial Banks 18.9%

 

esc710906

Insurance 18.9%

 

esc710908

Capital Markets 13.3%

 

esc710910

Real Estate Investment Trusts 10.2%

 

esc710912

All Others* 18.3%

 

esc710967

As of March 31, 2013

esc710902

Commercial Banks 31.8%

 

esc710904

Capital Markets 20.9%

 

esc710906

Diversified Financial Services 13.4%

 

esc710908

Insurance 11.0%

 

esc710910

Real Estate Investment Trusts 10.9%

 

esc710912

All Others* 12.0%

 

esc710975

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

Annual Report

Fidelity Financials Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value

CAPITAL MARKETS - 13.3%

Asset Management & Custody Banks - 9.9%

Affiliated Managers Group, Inc. (a)

150,000

$ 27,396,000

Ameriprise Financial, Inc.

250,000

22,770,000

BlackRock, Inc. Class A

75,000

20,296,500

Carlyle Group LP

500,000

12,860,000

Franklin Resources, Inc.

400,000

20,220,000

Invesco Ltd.

1,350,000

43,065,000

Oaktree Capital Group LLC Class A

300,000

15,705,000

The Blackstone Group LP

1,300,000

32,357,000

 

194,669,500

Diversified Capital Markets - 0.6%

UBS AG (NY Shares)

550,000

11,286,000

Investment Banking & Brokerage - 2.8%

E*TRADE Financial Corp. (a)

950,000

15,675,000

FXCM, Inc. Class A

600,000

11,850,000

Raymond James Financial, Inc.

650,000

27,085,500

 

54,610,500

TOTAL CAPITAL MARKETS

260,566,000

COMMERCIAL BANKS - 18.9%

Diversified Banks - 9.4%

Comerica, Inc.

360,451

14,169,329

U.S. Bancorp

2,500,000

91,450,000

Wells Fargo & Co.

1,900,000

78,508,000

 

184,127,329

Regional Banks - 9.5%

CIT Group, Inc. (a)

302,500

14,752,925

CoBiz, Inc.

800,000

7,728,000

Commerce Bancshares, Inc.

325,000

14,238,250

East West Bancorp, Inc.

500,000

15,975,000

Fifth Third Bancorp

1,538,983

27,763,253

First Horizon National Corp.

800,000

8,792,000

M&T Bank Corp. (d)

295,000

33,016,400

PNC Financial Services Group, Inc.

625,000

45,281,250

Popular, Inc. (a)

500,000

13,115,000

Texas Capital Bancshares, Inc. (a)

125,000

5,746,250

 

186,408,328

TOTAL COMMERCIAL BANKS

370,535,657

Common Stocks - continued

Shares

Value

CONSUMER FINANCE - 5.5%

Consumer Finance - 5.5%

Capital One Financial Corp.

1,175,000

$ 80,769,500

SLM Corp.

1,100,000

27,390,000

 

108,159,500

DIVERSIFIED CONSUMER SERVICES - 0.7%

Specialized Consumer Services - 0.7%

H&R Block, Inc.

529,500

14,116,470

DIVERSIFIED FINANCIAL SERVICES - 20.4%

Multi-Sector Holdings - 1.3%

Berkshire Hathaway, Inc. Class B (a)

230,000

26,107,300

Other Diversified Financial Services - 15.1%

Bank of America Corp.

7,261,137

100,203,691

Citigroup, Inc.

2,000,000

97,020,000

JPMorgan Chase & Co.

1,900,000

98,211,000

 

295,434,691

Specialized Finance - 4.0%

IntercontinentalExchange, Inc. (a)(d)

185,000

33,562,700

McGraw-Hill Companies, Inc.

450,000

29,515,500

MSCI, Inc. Class A (a)

368,900

14,851,914

 

77,930,114

TOTAL DIVERSIFIED FINANCIAL SERVICES

399,472,105

HEALTH CARE PROVIDERS & SERVICES - 1.0%

Health Care Facilities - 1.0%

Brookdale Senior Living, Inc. (a)

700,000

18,410,000

INSURANCE - 18.9%

Insurance Brokers - 2.0%

Marsh & McLennan Companies, Inc.

900,000

39,195,000

Life & Health Insurance - 3.9%

MetLife, Inc.

1,100,000

51,645,000

Prudential PLC

500,000

9,302,101

Torchmark Corp.

220,300

15,938,705

 

76,885,806

Multi-Line Insurance - 1.9%

American International Group, Inc.

400,000

19,452,000

HCC Insurance Holdings, Inc.

400,000

17,528,000

 

36,980,000

Common Stocks - continued

Shares

Value

INSURANCE - CONTINUED

Property & Casualty Insurance - 9.7%

ACE Ltd.

450,000

$ 42,102,000

Allied World Assurance Co. Holdings Ltd.

264,300

26,268,777

Allstate Corp.

700,000

35,385,000

Fidelity National Financial, Inc. Class A

675,000

17,955,000

ProAssurance Corp.

425,000

19,150,500

The Travelers Companies, Inc.

575,000

48,742,750

 

189,604,027

Reinsurance - 1.4%

Everest Re Group Ltd.

179,700

26,130,177

TOTAL INSURANCE

368,795,010

IT SERVICES - 4.6%

Data Processing & Outsourced Services - 4.6%

EVERTEC, Inc.

600,000

13,326,000

Fiserv, Inc. (a)

200,000

20,210,000

FleetCor Technologies, Inc. (a)

180,000

19,828,800

The Western Union Co.

800,000

14,928,000

Visa, Inc. Class A

115,000

21,976,500

 

90,269,300

REAL ESTATE INVESTMENT TRUSTS - 10.2%

Mortgage REITs - 1.1%

Blackstone Mortgage Trust, Inc.

350,000

8,816,500

Redwood Trust, Inc. (d)

600,000

11,814,000

 

20,630,500

Retail REITs - 3.5%

CBL & Associates Properties, Inc.

600,000

11,460,000

Retail Properties America, Inc. (d)

650,000

8,937,500

Simon Property Group, Inc.

321,899

47,715,089

 

68,112,589

Specialized REITs - 5.6%

American Tower Corp.

850,000

63,010,500

Rayonier, Inc.

500,000

27,825,000

Ventas, Inc.

308,100

18,948,150

 

109,783,650

TOTAL REAL ESTATE INVESTMENT TRUSTS

198,526,739

Common Stocks - continued

Shares

Value

REAL ESTATE MANAGEMENT & DEVELOPMENT - 3.2%

Real Estate Services - 3.2%

Altisource Portfolio Solutions SA

200,000

$ 28,002,000

CBRE Group, Inc. (a)

1,500,000

34,695,000

 

62,697,000

THRIFTS & MORTGAGE FINANCE - 1.6%

Thrifts & Mortgage Finance - 1.6%

MGIC Investment Corp. (a)

700,000

5,096,000

Ocwen Financial Corp. (a)

400,000

22,308,000

Radian Group, Inc.

277,700

3,868,361

Washington Mutual, Inc. (a)

155,200

2

 

31,272,363

TOTAL COMMON STOCKS

(Cost $1,784,589,521)


1,922,820,144

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

34,881,960

34,881,960

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

44,870,745

44,870,745

TOTAL MONEY MARKET FUNDS

(Cost $79,752,705)


79,752,705

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $1,864,342,226)

2,002,572,849

NET OTHER ASSETS (LIABILITIES) - (2.4)%

(46,294,785)

NET ASSETS - 100%

$ 1,956,278,064

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

$ 59,684

Fidelity Securities Lending Cash Central Fund

257,710

Total

$ 317,394

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Big Yellow Group PLC

$ 55,440,338

$ 2,944,180

$ 69,798,615

$ 1,117,714

$ -

First Interstate Bancsystem, Inc.

13,646,332

180,224

17,883,413

286,413

-

Total

$ 69,086,670

$ 3,124,404

$ 87,682,028

$ 1,404,127

$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 1,922,820,144

$ 1,913,518,041

$ 9,302,101

$ 2

Money Market Funds

79,752,705

79,752,705

-

-

Total Investments in Securities:

$ 2,002,572,849

$ 1,993,270,746

$ 9,302,101

$ 2

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

United States of America

89.0%

Switzerland

4.1%

Bermuda

3.6%

Luxembourg

1.4%

Puerto Rico

1.4%

Others (Individually Less Than 1%)

0.5%

 

100.0%

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $43,852,173) - See accompanying schedule:

Unaffiliated issuers (cost $1,784,589,521)

$ 1,922,820,144

 

Fidelity Central Funds (cost $79,752,705)

79,752,705

 

Total Investments (cost $1,864,342,226)

 

$ 2,002,572,849

Receivable for investments sold

2,179,942

Receivable for fund shares sold

209,025

Dividends receivable

2,784,510

Distributions receivable from Fidelity Central Funds

8,355

Other receivables

209,857

Total assets

2,007,964,538

 

 

 

Liabilities

Payable for investments purchased

$ 6,783,185

Other payables and accrued expenses

32,544

Collateral on securities loaned, at value

44,870,745

Total liabilities

51,686,474

 

 

 

Net Assets

$ 1,956,278,064

Net Assets consist of:

 

Paid in capital

$ 1,818,025,052

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

138,253,012

Net Assets, for 26,853,362 shares outstanding

$ 1,956,278,064

Net Asset Value, offering price and redemption price per share ($1,956,278,064 ÷ 26,853,362 shares)

$ 72.85

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, 2013

 

 

 

Investment Income

 

 

Dividends (including $1,404,127 earned from other affiliated issuers)

 

$ 41,643,803

Interest

 

1,460

Income from Fidelity Central Funds

 

317,394

Total income

 

41,962,657

 

 

 

Expenses

Custodian fees and expenses

$ 110,751

Independent directors' compensation

10,123

Interest

730

Total expenses before reductions

121,604

Expense reductions

(10,531)

111,073

Net investment income (loss)

41,851,584

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

274,295,070

Other affiliated issuers

21,879,237

 

Foreign currency transactions

(81,613)

Total net realized gain (loss)

 

296,092,694

Change in net unrealized appreciation (depreciation) on:

Investment securities

67,518,732

Assets and liabilities in foreign currencies

(5,373)

Total change in net unrealized appreciation (depreciation)

 

67,513,359

Net gain (loss)

363,606,053

Net increase (decrease) in net assets resulting from operations

$ 405,457,637

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 41,851,584

$ 24,949,845

Net realized gain (loss)

296,092,694

66,992,127

Change in net unrealized appreciation (depreciation)

67,513,359

244,825,066

Net increase (decrease) in net assets resulting
from operations

405,457,637

336,767,038

Distributions to partners from net investment income

(34,904,618)

(21,191,650)

Affiliated share transactions
Proceeds from sales of shares

304,783,087

317,561,587

Reinvestment of distributions

34,904,275

21,191,422

Cost of shares redeemed

(154,661,432)

(169,644,408)

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

185,025,930

169,108,601

Total increase (decrease) in net assets

555,578,949

484,683,989

 

 

 

Net Assets

Beginning of period

1,400,699,115

916,015,126

End of period

$ 1,956,278,064

$ 1,400,699,115

Other Affiliated Information

Shares

Sold

4,622,616

6,183,274

Issued in reinvestment of distributions

525,706

384,962

Redeemed

(2,297,121)

(3,211,771)

Net increase (decrease)

2,851,201

3,356,465

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 58.36

$ 44.37

$ 55.72

$ 58.19

$ 65.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  1.63

  1.07

  .72

  .56

  1.34

Net realized and unrealized gain (loss)

  14.22

  13.82

  (11.50)

  (2.49)

  (7.75)

Total from investment operations

  15.85

  14.89

  (10.78)

  (1.93)

  (6.41)

Distributions to partners from net investment income

  (1.36)

  (.90)

  (.57)

  (.54)

  (1.26)

Net asset value, end of period

$ 72.85

$ 58.36

$ 44.37

$ 55.72

$ 58.19

Total Return A

  27.41%

  33.71%

  (19.52)%

  (3.34)%

  (9.08)%

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)

  2.44%

  1.97%

  1.26%

  .96%

  2.91%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,956,278

$ 1,400,699

$ 916,015

$ 1,046,429

$ 772,043

Portfolio turnover rate D

  249% F

  383%

  325%

  271% F

  308%

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 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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Health Care Central Fund

37.14%

18.58%

12.91%

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.

esc710977

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Edward Yoon, Portfolio Manager of Fidelity® Health Care Central Fund: For the year, the fund gained 37.14%, easily outpacing the MSCI® U.S. IMI Health Care 25-50 Index, which rose 29.50%, and the broad-based S&P 500®. Health care stocks did well, as investors flocked to the sector's stability amid a broader move into more-defensive areas of the market given ongoing weakness in the global economy. Relative to the MSCI sector index, positioning in health care equipment drove the fund's outperformance, due to both an underweighting in the area - which lagged - and solid picks. Here, overweighting strong-performing medical device maker Boston Scientific helped. We also had good results in pharmaceuticals, including a non-index stake in Canada-based Valeant Pharmaceuticals International. Biotechnology was the best-performing index group, and our substantial overweighting here helped considerably. In terms of individual stocks, though, our results in biotech were mixed. The fund was rewarded by a big position in hepatitis C drugmaker Gilead Sciences, but its main detractor was avoiding Celgene, an index name that outperformed. Overweighting health care services hurt, with our out-of-benchmark stake in pharmacy benefits manager Catamaran weighing on results. Despite notably reducing our small cash stake by period end, our position hurt overall.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Gilead Sciences, Inc.

7.1

7.5

Amgen, Inc.

6.0

8.6

Actavis, Inc.

4.6

2.5

Biogen Idec, Inc.

4.3

0.4

Boston Scientific Corp.

3.9

2.1

McKesson Corp.

3.3

3.6

Alexion Pharmaceuticals, Inc.

3.3

2.1

Cerner Corp.

3.2

2.9

Perrigo Co.

3.2

0.0

Illumina, Inc.

2.6

1.6

 

41.5

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Biotechnology 32.8%

 

esc710904

Pharmaceuticals 26.2%

 

esc710906

Health Care Providers &
Services 15.5%

 

esc710908

Health Care Equipment &
Supplies 13.3%

 

esc710910

Health Care Technology 5.2%

 

esc710912

All Others* 7.0%

 

esc710985

As of March 31, 2013

esc710902

Biotechnology 33.7%

 

esc710904

Pharmaceuticals 25.8%

 

esc710906

Health Care Providers &
Services 15.1%

 

esc710908

Health Care Equipment &
Supplies 9.7%

 

esc710910

Health Care Technology 5.2%

 

esc710912

All Others* 10.5%

 

esc710993

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

Annual Report

Fidelity Health Care Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.7%

Shares

Value

BIOTECHNOLOGY - 32.8%

Biotechnology - 32.8%

Acorda Therapeutics, Inc. (a)

72,519

$ 2,485,951

Actelion Ltd.

126,875

9,006,883

Alexion Pharmaceuticals, Inc. (a)

396,322

46,036,764

Amgen, Inc.

756,565

84,689,886

Biogen Idec, Inc. (a)

252,962

60,903,131

BioMarin Pharmaceutical, Inc. (a)

119,969

8,664,161

Biovitrum AB (a)

580,004

5,775,943

Celldex Therapeutics, Inc. (a)

57,125

2,023,939

Cubist Pharmaceuticals, Inc.

144,990

9,214,115

Discovery Laboratories, Inc. (a)

986,300

1,933,148

Dyax Corp. (a)

279,600

1,918,056

Genomic Health, Inc. (a)

145,000

4,434,100

Gilead Sciences, Inc. (a)

1,590,514

99,947,898

Grifols SA ADR

396,300

11,999,964

Infinity Pharmaceuticals, Inc. (a)

183,400

3,200,330

Insmed, Inc. (a)

206,000

3,215,660

Intercept Pharmaceuticals, Inc.

106,996

7,385,934

InterMune, Inc. (a)

435,000

6,685,950

Kamada (a)

292,188

4,470,476

Lexicon Pharmaceuticals, Inc. (a)

1,600,000

3,792,000

Medivation, Inc. (a)

290,000

17,382,600

Merrimack Pharmaceuticals, Inc. (a)(d)

176,983

672,535

Neurocrine Biosciences, Inc. (a)

630,400

7,136,128

NPS Pharmaceuticals, Inc. (a)

331,000

10,529,110

Pharmacyclics, Inc. (a)

30,100

4,166,442

Puma Biotechnology, Inc. (a)

133,400

7,158,244

Regeneron Pharmaceuticals, Inc. (a)

89,835

28,106,676

Spectrum Pharmaceuticals, Inc.

326,300

2,737,657

TESARO, Inc. (a)

34,000

1,317,160

Vanda Pharmaceuticals, Inc. (a)

360,300

3,952,491

ZIOPHARM Oncology, Inc. (a)(d)

720,600

2,846,370

 

463,789,702

DIVERSIFIED CONSUMER SERVICES - 0.4%

Specialized Consumer Services - 0.4%

Carriage Services, Inc.

306,200

5,940,280

FOOD & STAPLES RETAILING - 0.6%

Drug Retail - 0.6%

CVS Caremark Corp.

163,454

9,276,015

Common Stocks - continued

Shares

Value

HEALTH CARE EQUIPMENT & SUPPLIES - 13.3%

Health Care Equipment - 11.5%

Accuray, Inc. (a)

382,000

$ 2,822,980

Boston Scientific Corp. (a)

4,665,600

54,774,144

C.R. Bard, Inc.

126,884

14,617,037

Cardiovascular Systems, Inc. (a)

181,217

3,633,401

CONMED Corp.

224,800

7,640,952

Covidien PLC

54,999

3,351,639

Genmark Diagnostics, Inc. (a)

41,100

499,365

HeartWare International, Inc. (a)

93,934

6,876,908

Insulet Corp. (a)

181,300

6,570,312

Intuitive Surgical, Inc. (a)

36,220

13,628,499

Masimo Corp.

217,532

5,795,052

Smith & Nephew PLC sponsored ADR

62,200

3,882,524

Stryker Corp.

356,400

24,089,076

Volcano Corp. (a)

442,220

10,577,902

Zeltiq Aesthetics, Inc. (a)

435,000

3,945,450

 

162,705,241

Health Care Supplies - 1.8%

Derma Sciences, Inc. (a)

432,800

5,358,064

The Cooper Companies, Inc.

159,753

20,718,367

 

26,076,431

TOTAL HEALTH CARE EQUIPMENT & SUPPLIES

188,781,672

HEALTH CARE PROVIDERS & SERVICES - 15.5%

Health Care Distributors & Services - 3.5%

Amplifon SpA

734,943

4,014,853

McKesson Corp.

360,267

46,222,256

 

50,237,109

Health Care Facilities - 2.3%

Brookdale Senior Living, Inc. (a)

253,718

6,672,783

Emeritus Corp. (a)

240,500

4,456,465

Hanger, Inc. (a)

108,777

3,672,312

HCA Holdings, Inc.

235,600

10,071,900

NMC Health PLC

612,500

3,241,463

Ramsay Health Care Ltd.

126,097

4,259,596

 

32,374,519

Health Care Services - 4.4%

BioScrip, Inc. (a)

725,000

6,365,500

Catamaran Corp. (a)

593,110

27,247,187

Common Stocks - continued

Shares

Value

HEALTH CARE PROVIDERS & SERVICES - CONTINUED

Health Care Services - continued

MEDNAX, Inc. (a)

152,679

$ 15,328,972

Quest Diagnostics, Inc.

216,154

13,356,156

 

62,297,815

Managed Health Care - 5.3%

Aetna, Inc.

50,792

3,251,704

CIGNA Corp.

432,300

33,226,578

Humana, Inc.

275,139

25,678,723

UnitedHealth Group, Inc.

180,129

12,899,038

 

75,056,043

TOTAL HEALTH CARE PROVIDERS & SERVICES

219,965,486

HEALTH CARE TECHNOLOGY - 4.8%

Health Care Technology - 4.8%

athenahealth, Inc. (a)(d)

79,785

8,661,460

Cerner Corp. (a)

864,663

45,438,041

HealthStream, Inc. (a)

250,080

9,473,030

HMS Holdings Corp. (a)

180,100

3,873,951

 

67,446,482

IT SERVICES - 0.6%

Data Processing & Outsourced Services - 0.6%

Maximus, Inc.

181,240

8,163,050

LIFE SCIENCES TOOLS & SERVICES - 4.3%

Life Sciences Tools & Services - 4.3%

Bruker BioSciences Corp. (a)

217,500

4,491,375

Illumina, Inc. (a)(d)

451,611

36,503,717

Thermo Fisher Scientific, Inc.

210,300

19,379,145

 

60,374,237

PERSONAL PRODUCTS - 0.5%

Personal Products - 0.5%

Prestige Brands Holdings, Inc. (a)

253,700

7,641,444

PHARMACEUTICALS - 26.2%

Pharmaceuticals - 26.2%

AbbVie, Inc.

181,266

8,108,028

Actavis, Inc.

453,943

65,367,792

Aratana Therapeutics, Inc.

51,350

839,059

Bayer AG

108,700

12,817,296

Common Stocks - continued

Shares

Value

PHARMACEUTICALS - CONTINUED

Pharmaceuticals - continued

Bristol-Myers Squibb Co.

48,899

$ 2,263,046

Cadence Pharmaceuticals, Inc. (a)

279,965

1,766,579

Endo Health Solutions, Inc. (a)

144,957

6,586,846

Impax Laboratories, Inc. (a)

217,500

4,460,925

Jazz Pharmaceuticals PLC (a)

117,132

10,772,630

Meda AB (A Shares)

324,200

3,899,460

Merck & Co., Inc.

664,537

31,638,607

Mylan, Inc. (a)

504,408

19,253,253

Pacira Pharmaceuticals, Inc. (a)(d)

143,000

6,876,870

Perrigo Co. (d)

367,417

45,331,909

Salix Pharmaceuticals Ltd. (a)

169,300

11,322,784

Santarus, Inc. (a)

343,000

7,741,510

Shire PLC sponsored ADR

234,213

28,079,797

The Medicines Company (a)

287,798

9,646,989

UCB SA

109,100

6,640,341

Valeant Pharmaceuticals International, Inc. (Canada) (a)

191,358

19,952,283

ViroPharma, Inc. (a)

590,625

23,211,563

Warner Chilcott PLC

1,080,795

24,696,166

Zoetis, Inc. Class A

633,700

19,720,744

 

370,994,477

PROFESSIONAL SERVICES - 0.5%

Human Resource & Employment Services - 0.5%

Towers Watson & Co.

62,591

6,694,733

REAL ESTATE MANAGEMENT & DEVELOPMENT - 0.2%

Real Estate Development - 0.2%

PT Lippo Karawaci Tbk

29,000,000

2,729,713

TOTAL COMMON STOCKS

(Cost $999,429,990)


1,411,797,291

Convertible Preferred Stocks - 0.4%

 

 

 

 

HEALTH CARE TECHNOLOGY - 0.4%

Health Care Technology - 0.4%

Castlight Health, Inc. Series D (a)(e)
(Cost $4,228,610)

700,500


5,575,980

Money Market Funds - 5.1%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

2,910,053

$ 2,910,053

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

69,177,130

69,177,130

TOTAL MONEY MARKET FUNDS

(Cost $72,087,183)


72,087,183

TOTAL INVESTMENT PORTFOLIO - 105.2%

(Cost $1,075,745,783)

1,489,460,454

NET OTHER ASSETS (LIABILITIES) - (5.2)%

(73,769,589)

NET ASSETS - 100%

$ 1,415,690,865

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 $5,575,980 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost

Castlight Health, Inc. Series D

4/25/12

$ 4,228,610

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

377,921

Total

$ 400,796

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 1,411,797,291

$ 1,411,797,291

$ -

$ -

Convertible Preferred Stocks

5,575,980

-

-

5,575,980

Money Market Funds

72,087,183

72,087,183

-

-

Total Investments in Securities:

$ 1,489,460,454

$ 1,483,884,474

$ -

$ 5,575,980

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

United States of America

86.8%

Canada

3.3%

Ireland

2.7%

Bailiwick of Jersey

2.0%

Others (Individually Less Than 1%)

5.2%

 

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $67,704,066) - See accompanying schedule:

Unaffiliated issuers (cost $1,003,658,600)

$ 1,417,373,271

 

Fidelity Central Funds (cost $72,087,183)

72,087,183

 

Total Investments (cost $1,075,745,783)

 

$ 1,489,460,454

Cash

 

2,946

Receivable for investments sold

27,492,051

Receivable for fund shares sold

135,392

Dividends receivable

955,291

Distributions receivable from Fidelity Central Funds

51,354

Total assets

1,518,097,488

 

 

 

Liabilities

Payable for investments purchased

$ 26,250,802

Payable for fund shares redeemed

6,960,720

Other payables and accrued expenses

17,971

Collateral on securities loaned, at value

69,177,130

Total liabilities

102,406,623

 

 

 

Net Assets

$ 1,415,690,865

Net Assets consist of:

 

Paid in capital

$ 1,001,948,590

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

413,742,275

Net Assets, for 6,364,942 shares outstanding

$ 1,415,690,865

Net Asset Value, offering price and redemption price per share ($1,415,690,865 ÷ 6,364,942 shares)

$ 222.42

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 11,148,401

Interest

 

4

Income from Fidelity Central Funds

 

400,796

Total income

 

11,549,201

 

 

 

Expenses

Custodian fees and expenses

$ 65,054

Independent directors' compensation

7,293

Interest

1,536

Total expenses before reductions

73,883

Expense reductions

(7,459)

66,424

Net investment income (loss)

11,482,777

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

186,920,949

Foreign currency transactions

(107,837)

Total net realized gain (loss)

 

186,813,112

Change in net unrealized appreciation (depreciation) on:

Investment securities

206,136,631

Assets and liabilities in foreign currencies

5,970

Total change in net unrealized appreciation (depreciation)

 

206,142,601

Net gain (loss)

392,955,713

Net increase (decrease) in net assets resulting from operations

$ 404,438,490

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

Annual Report

Fidelity Health Care Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,482,777

$ 10,580,518

Net realized gain (loss)

186,813,112

84,254,235

Change in net unrealized appreciation (depreciation)

206,142,601

177,236,771

Net increase (decrease) in net assets resulting
from operations

404,438,490

272,071,524

Distributions to partners from net investment income

(11,048,318)

(10,391,580)

Affiliated share transactions
Proceeds from sales of shares

190,847,365

201,880,267

Reinvestment of distributions

11,048,125

10,391,393

Cost of shares redeemed

(223,856,928)

(153,530,652)

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

(21,961,438)

58,741,008

Total increase (decrease) in net assets

371,428,734

320,420,952

 

 

 

Net Assets

Beginning of period

1,044,262,131

723,841,179

End of period

$ 1,415,690,865

$ 1,044,262,131

Other Affiliated Information

Shares

Sold

1,079,291

1,482,597

Issued in reinvestment of distributions

60,111

70,823

Redeemed

(1,156,081)

(1,049,689)

Net increase (decrease)

(16,679)

503,731

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 163.64

$ 123.15

$ 112.31

$ 101.00

$ 99.61

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  1.73

  1.63

  .79 F

  1.06 G

  1.15

Net realized and unrealized gain (loss)

  58.70

  40.46

  10.97

  11.10

  1.39

Total from investment operations

  60.43

  42.09

  11.76

  12.16

  2.54

Distributions to partners from net investment income

  (1.65)

  (1.60)

  (.92)

  (.85)

  (1.15)

Net asset value, end of period

$ 222.42

$ 163.64

$ 123.15

$ 112.31

$ 101.00

Total Return A

  37.14%

  34.34%

  10.44%

  12.08%

  2.81%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .01%

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  .01%

  -% E

  .01%

  .01%

  .01%

Expenses net of all reductions

  .01%

  -% E

  .01%

  .01%

  .01%

Net investment income (loss)

  .93%

  1.13%

  .60% F

  .98% G

  1.36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,415,691

$ 1,044,262

$ 723,841

$ 700,414

$ 671,594

Portfolio turnover rate D

  113% I

  120%

  138%

  104% I

  185%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Industrials Central Fund

32.33%

15.42%

11.84%

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.

esc710995

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Tobias Welo, Portfolio Manager of Fidelity® Industrials Central Fund: For the year, the fund gained 32.33%, edging out the 32.14% advance of the MSCI® U.S. IMI Industrials 25-50 Index and handily beating the S&P 500®. Compared with the broader market, the industrials sector benefited from outstanding performance in aerospace/defense and industrial machinery, among other groups. Versus the MSCI sector index, the fund was particularly aided by stock picking in the construction/farm machinery/heavy trucks segment. Here, not owning weak-performing index component Caterpillar earlier in the period was beneficial. Elsewhere, an overweighted position in human resources consultant Towers Watson was by far our top relative contributor, as I correctly judged that the firm's disappointing revenue growth in 2012 was primarily due to temporary factors. Conversely, positioning in aerospace/defense hurt - primarily due to not owning index stock Boeing, a hybrid play on commercial aerospace and defense. This stock, easily the fund's biggest relative detractor, outperformed amid a growing consensus that the company had remedied the electrical problems that plagued its 787 Dreamliner® aircraft. Another negative was not having any exposure to the strong-performing airline group, especially Delta Air Lines. The fund's cash position also detracted.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

11.8

13.7

United Technologies Corp.

7.2

6.7

Danaher Corp.

5.6

4.1

Union Pacific Corp.

4.3

2.0

Honeywell International, Inc.

3.9

3.7

Caterpillar, Inc.

3.5

0.0

Eaton Corp. PLC

2.9

2.8

Precision Castparts Corp.

2.8

2.2

Cummins, Inc.

2.4

2.8

Towers Watson & Co.

2.3

2.5

 

46.7

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Machinery 30.7%

 

esc710904

Industrial Conglomerates 17.4%

 

esc710906

Aerospace & Defense 16.3%

 

esc710908

Electrical Equipment 8.1%

 

esc710910

Professional Services 7.1%

 

esc710912

All Others* 20.4%

 

esc711003

As of March 31, 2013

esc710902

Machinery 25.5%

 

esc710904

Industrial Conglomerates 23.2%

 

esc710906

Aerospace & Defense 17.3%

 

esc710908

Electrical Equipment 7.5%

 

esc710910

Professional Services 7.1%

 

esc710912

All Others* 19.4%

 

esc711011

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

Annual Report

Fidelity Industrials Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

AEROSPACE & DEFENSE - 16.3%

Aerospace & Defense - 16.3%

Honeywell International, Inc.

563,482

$ 46,791,545

Precision Castparts Corp.

147,336

33,480,633

Teledyne Technologies, Inc. (a)

215,412

18,294,941

Textron, Inc.

381,918

10,544,756

United Technologies Corp.

793,657

85,572,098

 

194,683,973

AIR FREIGHT & LOGISTICS - 1.2%

Air Freight & Logistics - 1.2%

C.H. Robinson Worldwide, Inc.

247,653

14,750,213

AUTO COMPONENTS - 2.1%

Auto Parts & Equipment - 2.1%

Johnson Controls, Inc.

591,339

24,540,569

BUILDING PRODUCTS - 1.5%

Building Products - 1.5%

A.O. Smith Corp.

402,208

18,179,802

Aspen Aerogels, Inc. warrants 3/28/23 (a)(c)

7,639,470

76

 

18,179,878

COMMERCIAL SERVICES & SUPPLIES - 2.0%

Environmental & Facility Services - 2.0%

Stericycle, Inc. (a)

71,958

8,303,953

Waste Connections, Inc.

352,614

16,012,202

 

24,316,155

CONSTRUCTION & ENGINEERING - 3.3%

Construction & Engineering - 3.3%

Chicago Bridge & Iron Co. NV

91,684

6,213,425

EMCOR Group, Inc.

235,375

9,210,224

URS Corp.

453,598

24,380,893

 

39,804,542

ELECTRICAL EQUIPMENT - 8.1%

Electrical Components & Equipment - 8.1%

AMETEK, Inc.

266,462

12,262,581

Eaton Corp. PLC

505,977

34,831,457

Generac Holdings, Inc.

250,507

10,681,618

Common Stocks - continued

Shares

Value

ELECTRICAL EQUIPMENT - CONTINUED

Electrical Components & Equipment - continued

Hubbell, Inc. Class B

205,651

$ 21,539,886

Rockwell Automation, Inc.

164,632

17,605,746

 

96,921,288

INDUSTRIAL CONGLOMERATES - 17.4%

Industrial Conglomerates - 17.4%

Danaher Corp.

973,619

67,491,269

General Electric Co.

5,906,601

141,108,697

 

208,599,966

LIFE SCIENCES TOOLS & SERVICES - 0.5%

Life Sciences Tools & Services - 0.5%

Eurofins Scientific SA

24,011

6,051,635

MACHINERY - 30.7%

Construction & Farm Machinery & Heavy Trucks - 10.9%

Caterpillar, Inc.

504,126

42,028,985

Cummins, Inc.

216,875

28,816,181

Manitowoc Co., Inc.

1,069,986

20,950,326

Oshkosh Truck Corp. (a)

168,784

8,267,040

Toro Co.

198,718

10,800,323

Wabtec Corp.

317,590

19,966,883

 

130,829,738

Industrial Machinery - 19.8%

Donaldson Co., Inc.

153,835

5,865,729

Dover Corp.

200,093

17,974,354

GEA Group AG

248,356

10,198,928

Global Brass & Copper Holdings, Inc.

58,500

1,026,090

Graco, Inc.

198,529

14,703,058

Harsco Corp.

502,043

12,500,871

IDEX Corp.

239,637

15,636,314

Ingersoll-Rand PLC

258,647

16,796,536

ITT Corp.

269,623

9,692,947

Nordson Corp.

100,296

7,384,794

Pall Corp.

222,054

17,107,040

Parker Hannifin Corp.

220,922

24,018,640

Pentair Ltd.

342,962

22,271,952

Stanley Black & Decker, Inc.

217,935

19,738,373

Timken Co.

236,531

14,286,472

Common Stocks - continued

Shares

Value

MACHINERY - CONTINUED

Industrial Machinery - continued

TriMas Corp. (a)

305,844

$ 11,407,981

Valmont Industries, Inc.

115,378

16,027,158

 

236,637,237

TOTAL MACHINERY

367,466,975

PROFESSIONAL SERVICES - 7.1%

Human Resource & Employment Services - 2.3%

Towers Watson & Co.

258,069

27,603,060

Research & Consulting Services - 4.8%

Dun & Bradstreet Corp.

204,548

21,242,310

Nielsen Holdings B.V.

614,924

22,413,980

Verisk Analytics, Inc. (a)

216,484

14,062,801

 

57,719,091

TOTAL PROFESSIONAL SERVICES

85,322,151

ROAD & RAIL - 5.4%

Railroads - 4.3%

Union Pacific Corp.

327,168

50,822,277

Trucking - 1.1%

J.B. Hunt Transport Services, Inc.

181,050

13,203,977

TOTAL ROAD & RAIL

64,026,254

TRADING COMPANIES & DISTRIBUTORS - 4.0%

Trading Companies & Distributors - 4.0%

Applied Industrial Technologies, Inc.

100,079

5,154,069

W.W. Grainger, Inc.

56,019

14,660,732

Watsco, Inc.

125,800

11,859,166

WESCO International, Inc. (a)

218,666

16,734,509

 

48,408,476

TOTAL COMMON STOCKS

(Cost $890,468,855)


1,193,072,075

Convertible Bonds - 0.4%

 

Principal
Amount

Value

BUILDING PRODUCTS - 0.4%

Building Products - 0.4%

Aspen Aerogels, Inc.:

8% 6/1/14 (c)

$ 1,732,644

$ 1,732,644

8% 12/6/14 (c)

2,443,762

2,443,762

8% 3/28/16 (c)

197,531

197,531

TOTAL CONVERTIBLE BONDS

(Cost $4,373,861)


4,373,937

Money Market Funds - 0.1%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)
(Cost $1,763,753)

1,763,753


1,763,753

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $896,606,469)

1,199,209,765

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(729,665)

NET ASSETS - 100%

$ 1,198,480,100

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) 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 $4,374,014 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost

Aspen Aerogels, Inc. warrants 3/28/23

5/6/13

$ 76

Aspen Aerogels, Inc. 8% 6/1/14

6/14/11 - 12/31/12

$ 1,732,644

Aspen Aerogels, Inc. 8% 12/6/14

12/6/11 - 12/31/12

$ 2,443,762

Aspen Aerogels, Inc. 8% 3/28/16

5/6/13

$ 197,455

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

$ 29,293

Fidelity Securities Lending Cash Central Fund

12,791

Total

$ 42,084

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 1,193,072,075

$ 1,193,071,999

$ -

$ 76

Convertible Bonds

4,373,937

-

-

4,373,937

Money Market Funds

1,763,753

1,763,753

-

-

Total Investments in Securities:

$ 1,199,209,765

$ 1,194,835,752

$ -

$ 4,374,013

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, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $894,842,716)

$ 1,197,446,012

 

Fidelity Central Funds (cost $1,763,753)

1,763,753

 

Total Investments (cost $896,606,469)

 

$ 1,199,209,765

Receivable for investments sold

6,464,193

Receivable for fund shares sold

124,325

Dividends receivable

1,801,487

Interest receivable

260,793

Distributions receivable from Fidelity Central Funds

607

Total assets

1,207,861,170

 

 

 

Liabilities

Payable for investments purchased

$ 6,958,897

Payable for fund shares redeemed

2,415,147

Other payables and accrued expenses

7,026

Total liabilities

9,381,070

 

 

 

Net Assets

$ 1,198,480,100

Net Assets consist of:

 

Paid in capital

$ 895,867,646

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

302,612,454

Net Assets, for 6,045,459 shares outstanding

$ 1,198,480,100

Net Asset Value, offering price and redemption price per share ($1,198,480,100 ÷ 6,045,459 shares)

$ 198.24

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

Annual Report

Fidelity Industrials Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 18,566,706

Interest

 

354,527

Income from Fidelity Central Funds

 

42,084

Total income

 

18,963,317

 

 

 

Expenses

Custodian fees and expenses

$ 25,552

Independent directors' compensation

6,236

Interest

287

Total expenses before reductions

32,075

Expense reductions

(6,236)

25,839

Net investment income (loss)

18,937,478

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

103,898,630

Foreign currency transactions

4,927

Total net realized gain (loss)

 

103,903,557

Change in net unrealized appreciation (depreciation) on:

Investment securities

171,455,506

Assets and liabilities in foreign currencies

4,032

Total change in net unrealized appreciation (depreciation)

 

171,459,538

Net gain (loss)

275,363,095

Net increase (decrease) in net assets resulting from operations

$ 294,300,573

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 18,937,478

$ 16,447,402

Net realized gain (loss)

103,903,557

(8,612,133)

Change in net unrealized appreciation (depreciation)

171,459,538

208,821,449

Net increase (decrease) in net assets resulting
from operations

294,300,573

216,656,718

Distributions to partners from net investment income

(18,580,889)

(15,897,005)

Affiliated share transactions
Proceeds from sales of shares

139,013,463

172,824,381

Reinvestment of distributions

18,580,468

15,896,635

Cost of shares redeemed

(118,900,259)

(133,183,202)

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

38,693,672

55,537,814

Total increase (decrease) in net assets

314,413,356

256,297,527

 

 

 

Net Assets

Beginning of period

884,066,744

627,769,217

End of period

$ 1,198,480,100

$ 884,066,744

Other Affiliated Information

Shares

Sold

816,331

1,257,202

Issued in reinvestment of distributions

106,075

108,993

Redeemed

(675,386)

(913,436)

Net increase (decrease)

247,020

452,759

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 152.47

$ 117.43

$ 123.67

$ 101.63

$ 105.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  3.15

  2.81

  2.21

  1.67

  1.76

Net realized and unrealized gain (loss)

  45.71

  34.95

  (6.31)

  21.93

  (3.98)

Total from investment operations

  48.86

  37.76

  (4.10)

  23.60

  (2.22)

Distributions to partners from net investment income

  (3.09)

  (2.72)

  (2.14)

  (1.56)

  (1.70)

Net asset value, end of period

$ 198.24

$ 152.47

$ 117.43

$ 123.67

$ 101.63

Total Return A

  32.33%

  32.29%

  (3.60)%

  23.36%

  (1.60)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% E

  .01%

  .01%

  -% E

Expenses net of fee waivers, if any

  -% E

  -% E

  .01%

  .01%

  -% E

Expenses net of all reductions

  -% E

  -% E

  .01%

  .01%

  -% E

Net investment income (loss)

  1.80%

  1.95%

  1.56%

  1.46%

  2.19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,198,480

$ 884,067

$ 627,769

$ 656,960

$ 601,590

Portfolio turnover rate D

  73% G

  85%

  105%

  105% G

  146%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Information Technology Central Fund

17.45%

18.51%

12.42%

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.

esc711013

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Charlie Chai, Portfolio Manager of Fidelity® Information Technology Central Fund: For the year, the fund returned 17.45%, topping the 11.37% gain of the MSCI® U.S. IMI Information Technology 25-50 Index but trailing the S&P 500®. The tech sector enjoyed strong performance from Internet software/services and semiconductor-related stocks, but was weighed down by weakness in computer hardware. Versus the MSCI sector index, the fund's performance was bolstered by positioning in smaller-cap stocks and a sizable underweighting in mega-caps, especially weak-performing technology services provider and index heavyweight IBM. Moving from a large overweighting to a significant underweighting in smartphone and computer hardware maker Apple also helped overall. Stock selection in semiconductors was another positive, especially Cree and Micron Technology, both of which I overweighted, on average, but reduced, and Taiwan's Inotera Memories, a non-benchmark position I more than doubled. Detractors from relative performance included an underweighted position in strong-performing social-networking platform Facebook. Another underweighted holding that detracted was networking equipment provider Cisco Systems. I materially increased both positions, bringing Cisco to an overweighting while remaining underweighted in Facebook. Positioning in systems software hurt results, largely due to an increased underweighting in industry giant Microsoft, which outperformed the benchmark.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A

9.3

9.1

Apple, Inc.

5.0

9.7

Cisco Systems, Inc.

4.3

0.9

salesforce.com, Inc.

3.7

4.2

Visa, Inc. Class A

3.4

3.0

Juniper Networks, Inc.

2.8

1.8

LinkedIn Corp.

2.0

1.2

NHN Corp.

2.0

0.2

Fidelity National Information Services, Inc.

1.7

1.5

Lenovo Group Ltd.

1.7

1.1

 

35.9

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Internet Software & Services 23.8%

 

esc710904

Software 18.6%

 

esc710906

Communications Equipment 12.6%

 

esc710908

Semiconductors &
Semiconductor Equipment 11.3%

 

esc710910

IT Services 9.5%

 

esc710912

All Others* 24.2%

 

esc711021

As of March 31, 2013

esc710902

Software 22.7%

 

esc710904

Internet Software & Services 18.5%

 

esc711025

Computers & Peripherals 14.5%

 

esc710908

Semiconductors &
Semiconductor Equipment 12.5%

 

esc710910

IT Services 10.0%

 

esc710912

All Others* 21.8%

 

esc711030

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

Annual Report

Fidelity Information Technology Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

AEROSPACE & DEFENSE - 0.0%

Aerospace & Defense - 0.0%

DigitalGlobe, Inc. (a)

635

$ 20,079

AUTOMOBILES - 0.7%

Automobile Manufacturers - 0.7%

Tesla Motors, Inc. (a)

71,740

13,875,951

CHEMICALS - 0.1%

Commodity Chemicals - 0.1%

LG Chemical Ltd.

3,735

1,068,851

COMMUNICATIONS EQUIPMENT - 12.6%

Communications Equipment - 12.6%

AAC Technology Holdings, Inc.

37,000

168,162

ADTRAN, Inc.

200,092

5,330,451

ADVA AG Optical Networking (a)

545,789

3,397,982

Alcatel-Lucent SA (a)

661,200

2,354,039

Alcatel-Lucent SA sponsored ADR (a)

2,683,190

9,471,661

Aruba Networks, Inc. (a)

219,066

3,645,258

BlackBerry Ltd. (a)

500

3,975

Brocade Communications Systems, Inc. (a)

32,390

260,740

Ciena Corp. (a)(d)

443,960

11,090,121

Cisco Systems, Inc.

3,661,333

85,748,419

Comba Telecom Systems Holdings Ltd. (a)

141,000

46,722

F5 Networks, Inc. (a)

370,442

31,769,106

Finisar Corp. (a)

107

2,421

HTC Corp.

20,000

89,307

Infinera Corp. (a)

675,479

7,639,667

Ixia (a)

376,099

5,893,471

JDS Uniphase Corp. (a)

1,424

20,947

Juniper Networks, Inc. (a)

2,768,261

54,977,663

Motorola Solutions, Inc.

22

1,306

Oplink Communications, Inc. (a)

300

5,646

Palo Alto Networks, Inc. (a)

393

18,007

Polycom, Inc. (a)

150

1,638

Radware Ltd. (a)

463,527

6,466,202

Riverbed Technology, Inc. (a)

943

13,758

Ruckus Wireless, Inc. (d)

175,189

2,948,431

Sandvine Corp. (U.K.) (a)

2,609,300

5,193,015

Sonus Networks, Inc. (a)

3,285,668

11,105,558

Spirent Communications PLC

1,062,900

2,195,650

ZTE Corp. (H Shares) (a)

476,040

984,500

 

250,843,823

Common Stocks - continued

Shares

Value

COMPUTERS & PERIPHERALS - 9.2%

Computer Hardware - 8.6%

3D Systems Corp. (a)

43,027

$ 2,323,028

Advantech Co. Ltd.

400,000

2,239,437

Apple, Inc.

207,548

98,948,509

Cray, Inc. (a)

112,906

2,717,647

Hewlett-Packard Co.

1,294

27,148

Lenovo Group Ltd.

31,662,000

33,107,547

NCR Corp. (a)

646,054

25,590,199

Stratasys Ltd. (a)

58,932

5,967,454

Wistron Corp.

189,577

183,735

 

171,104,704

Computer Storage & Peripherals - 0.6%

ADLINK Technology, Inc.

3,450

5,987

Catcher Technology Co. Ltd.

2,000

10,588

Chicony Electronics Co. Ltd.

65,650

163,675

EMC Corp.

383,984

9,814,631

Gemalto NV

1,940

208,309

NetApp, Inc.

11

469

SanDisk Corp.

10,437

621,106

Synaptics, Inc. (a)

417

18,465

Wacom Co. Ltd.

20,500

197,199

 

11,040,429

TOTAL COMPUTERS & PERIPHERALS

182,145,133

DIVERSIFIED CONSUMER SERVICES - 0.1%

Education Services - 0.0%

Educomp Solutions Ltd.

20,737

6,146

Specialized Consumer Services - 0.1%

LifeLock, Inc.

106,600

1,580,878

TOTAL DIVERSIFIED CONSUMER SERVICES

1,587,024

DIVERSIFIED FINANCIAL SERVICES - 0.1%

Multi-Sector Holdings - 0.1%

Investment AB Kinnevik

58,000

2,008,029

Common Stocks - continued

Shares

Value

ELECTRICAL EQUIPMENT - 0.1%

Electrical Components & Equipment - 0.1%

Dynapack International Technology Corp.

28,000

$ 79,280

TECO Electric & Machinery Co. Ltd.

1,045,000

1,106,475

 

1,185,755

ELECTRONIC EQUIPMENT & COMPONENTS - 4.4%

Electronic Components - 1.9%

Aeroflex Holding Corp. (a)

230

1,619

Amphenol Corp. Class A

25,414

1,966,535

AU Optronics Corp. (a)

18,000

6,725

Delta Electronics, Inc.

187,000

907,767

DTS, Inc. (a)

3,014

63,294

InvenSense, Inc. (a)(d)

271,999

4,792,622

Kyocera Corp.

4,400

234,641

Ledlink Optics, Inc.

1,112,511

3,304,302

Omron Corp.

124,900

4,524,355

Sapphire Technology Co. Ltd. (a)

53,463

2,400,667

Sunny Optical Technology Group Co. Ltd.

224,000

233,649

Taiyo Yuden Co. Ltd.

1,200

15,749

Tong Hsing Electronics Industries Ltd.

2,484,000

12,310,341

TXC Corp.

1,437,000

1,920,148

Universal Display Corp. (a)(d)

639

20,467

Yaskawa Electric Corp.

292,000

4,125,073

 

36,827,954

Electronic Equipment & Instruments - 0.7%

Chroma ATE, Inc.

436,188

982,718

FEI Co.

7,100

623,380

Keyence Corp.

17,720

6,742,349

National Instruments Corp.

193,984

5,999,925

RealD, Inc. (a)(d)

27,813

194,691

Test Research, Inc.

16,988

24,079

TPK Holding Co. Ltd. GDR (Reg. S)

2,031

18,447

 

14,585,589

Electronic Manufacturing Services - 1.3%

Benchmark Electronics, Inc. (a)

7,200

164,808

Fabrinet (a)

129

2,172

Jabil Circuit, Inc.

56

1,214

Ju Teng International Holdings Ltd.

7,628,000

4,474,967

KEMET Corp. (a)

2,906

12,147

Common Stocks - continued

Shares

Value

ELECTRONIC EQUIPMENT & COMPONENTS - CONTINUED

Electronic Manufacturing Services - continued

TE Connectivity Ltd.

323,945

$ 16,773,872

Trimble Navigation Ltd. (a)

143,855

4,273,932

 

25,703,112

Technology Distributors - 0.5%

Arrow Electronics, Inc. (a)

2

97

Digital China Holdings Ltd. (H Shares)

8,480,000

10,386,931

Redington India Ltd.

124,433

108,847

WPG Holding Co. Ltd.

45,187

53,195

WT Microelectronics Co. Ltd.

37,079

42,647

 

10,591,717

TOTAL ELECTRONIC EQUIPMENT & COMPONENTS

87,708,372

HEALTH CARE EQUIPMENT & SUPPLIES - 0.1%

Health Care Equipment - 0.1%

Biosensors International Group Ltd.

1,633,000

1,256,104

HEALTH CARE TECHNOLOGY - 1.2%

Health Care Technology - 1.2%

athenahealth, Inc. (a)

75,363

8,181,407

Cerner Corp. (a)

111,625

5,865,894

M3, Inc.

3,885

10,773,357

 

24,820,658

HOTELS, RESTAURANTS & LEISURE - 0.0%

Leisure Facilities - 0.0%

Forgame Holdings Ltd.

13,600

89,429

HOUSEHOLD DURABLES - 1.7%

Consumer Electronics - 1.7%

Alpine Electronics, Inc.

355,900

3,879,970

Panasonic Corp. (a)

646,300

6,256,655

Sharp Corp. (a)

1,000

3,688

Skyworth Digital Holdings Ltd.

7,300,000

3,482,510

Sony Corp. (d)

48,200

1,034,607

Sony Corp. sponsored ADR (d)

645,000

13,880,400

TCL Multimedia Technology Holdings Ltd.

11,666,000

5,550,296

Tonly Electronics Holdings Ltd. (a)

39,800

25,658

 

34,113,784

Common Stocks - continued

Shares

Value

HOUSEHOLD DURABLES - CONTINUED

Household Appliances - 0.0%

Haier Electronics Group Co. Ltd.

30,000

$ 58,098

TOTAL HOUSEHOLD DURABLES

34,171,882

HOUSEHOLD PRODUCTS - 0.0%

Household Products - 0.0%

NVC Lighting Holdings Ltd.

399,000

99,288

INDUSTRIAL CONGLOMERATES - 0.0%

Industrial Conglomerates - 0.0%

Samsung Techwin Co. Ltd.

409

23,219

Toshiba Corp.

53,000

238,856

 

262,075

INTERNET & CATALOG RETAIL - 2.2%

Internet Retail - 2.2%

Amazon.com, Inc. (a)

51,048

15,959,647

Ctrip.com International Ltd. sponsored ADR (a)(d)

39,265

2,294,254

E-Commerce China Dangdang, Inc. ADR (a)

350

3,668

Groupon, Inc. Class A (a)(d)

682,352

7,649,166

Netflix, Inc. (a)

64

19,789

priceline.com, Inc. (a)

4,996

5,050,706

Rakuten, Inc.

332,800

5,051,749

Start Today Co. Ltd.

89,500

2,528,074

TripAdvisor, Inc. (a)

53,898

4,087,624

YOOX SpA (a)

57,200

1,960,886

 

44,605,563

INTERNET SOFTWARE & SERVICES - 23.8%

Internet Software & Services - 23.8%

Active Network, Inc. (a)

134,781

1,928,716

Angie's List, Inc. (a)(d)

498,564

11,217,690

AOL, Inc.

52,500

1,815,450

Baidu.com, Inc. sponsored ADR (a)

33,500

5,198,530

Bankrate, Inc. (a)

182,843

3,761,081

Bazaarvoice, Inc. (a)

6,100

55,388

ChannelAdvisor Corp. (a)

48,569

1,779,082

ChinaCache International Holdings Ltd. sponsored ADR (a)

11,568

68,830

comScore, Inc. (a)

33,500

970,495

Cornerstone OnDemand, Inc. (a)

149,056

7,667,441

Cvent, Inc.

2,300

80,891

Common Stocks - continued

Shares

Value

INTERNET SOFTWARE & SERVICES - CONTINUED

Internet Software & Services - continued

DealerTrack Holdings, Inc. (a)

121,104

$ 5,188,095

Demandware, Inc. (a)

127,598

5,911,615

E2open, Inc. (a)

120,475

2,698,640

eBay, Inc. (a)

3,714

207,204

eGain Communications Corp. (a)

97,150

1,465,994

Equinix, Inc. (a)

200

36,730

Facebook, Inc. Class A (a)

510,046

25,624,711

GMO Internet, Inc.

80,300

1,050,068

Google, Inc. Class A (a)

211,334

185,109,554

INFO Edge India Ltd. (a)

66,452

336,878

IntraLinks Holdings, Inc. (a)

32,860

289,168

Kakaku.com, Inc.

262,000

6,124,959

LinkedIn Corp. (a)

162,074

39,879,928

LivePerson, Inc. (a)

10,600

100,064

LogMeIn, Inc. (a)

31,952

992,110

Mail.Ru Group Ltd.:

GDR (e)

2,300

87,860

GDR (Reg. S)

60,226

2,300,633

Marketo, Inc.

57,300

1,826,724

MercadoLibre, Inc.

130

17,538

Millennial Media, Inc. (a)(d)

248,800

1,759,016

Move, Inc. (a)

367,094

6,222,243

NHN Corp.

76,417

39,611,969

Pandora Media, Inc. (a)

400

10,052

Qihoo 360 Technology Co. Ltd. ADR (a)

2,330

193,856

Rackspace Hosting, Inc. (a)

21,346

1,126,215

Renren, Inc. ADR (a)(d)

7,700

25,949

Responsys, Inc. (a)

723,827

11,943,146

SciQuest, Inc. (a)

208,256

4,677,430

Shutterstock, Inc.

28,635

2,082,337

SINA Corp. (a)

260

21,104

Sohu.com, Inc. (a)

131,800

10,389,794

SouFun Holdings Ltd. ADR

326

16,835

TelecityGroup PLC

72,700

976,860

Tencent Holdings Ltd.

378,300

19,841,984

Textura Corp.

209,000

9,003,720

Trulia, Inc.

9,413

442,693

Velti PLC (a)

23,138

8,401

VeriSign, Inc. (a)

3,796

193,178

Vocus, Inc. (a)

350,142

3,259,822

Web.com Group, Inc. (a)

238,007

7,697,146

Common Stocks - continued

Shares

Value

INTERNET SOFTWARE & SERVICES - CONTINUED

Internet Software & Services - continued

XO Group, Inc. (a)

8,600

$ 111,112

Yahoo!, Inc. (a)

478,381

15,863,114

Yandex NV (a)

222,675

8,109,824

Yelp, Inc. (a)

232,934

15,415,572

Youku Tudou, Inc. ADR (a)

754

20,660

Zillow, Inc. (a)

5,644

476,184

 

473,292,283

IT SERVICES - 9.5%

Data Processing & Outsourced Services - 8.3%

Automatic Data Processing, Inc.

66,602

4,820,653

DST Systems, Inc.

40,636

3,064,361

Euronet Worldwide, Inc. (a)

11,005

437,999

EVERTEC, Inc.

126,100

2,800,681

Fidelity National Information Services, Inc.

747,247

34,702,151

Fiserv, Inc. (a)

39,628

4,004,409

FleetCor Technologies, Inc. (a)

98,061

10,802,400

Global Payments, Inc.

396

20,228

Heartland Payment Systems, Inc.

48,765

1,936,946

Jack Henry & Associates, Inc.

56,800

2,931,448

MasterCard, Inc. Class A

7,709

5,186,461

Paychex, Inc.

122,180

4,965,395

QIWI PLC Class B sponsored ADR

23,900

747,114

Syntel, Inc.

2,488

199,289

Teletech Holdings, Inc. (a)

4,706

118,074

The Western Union Co.

169,978

3,171,789

Total System Services, Inc.

393,662

11,581,536

VeriFone Systems, Inc. (a)

22

503

Visa, Inc. Class A

353,977

67,645,005

WEX, Inc. (a)

58,657

5,147,152

WNS Holdings Ltd. sponsored ADR (a)

11,900

252,518

 

164,536,112

IT Consulting & Other Services - 1.2%

Accenture PLC Class A

293

21,577

Bit-isle, Inc.

3,500

29,973

Camelot Information Systems, Inc. ADR (a)

300

570

ChinaSoft International Ltd. (a)

520,000

142,137

Cognizant Technology Solutions Corp. Class A (a)

155,101

12,736,894

Digital Garage, Inc. (d)

34,200

1,080,854

EPAM Systems, Inc. (a)

124,500

4,295,250

Common Stocks - continued

Shares

Value

IT SERVICES - CONTINUED

IT Consulting & Other Services - continued

IBM Corp.

790

$ 146,292

InterXion Holding N.V. (a)

39,900

887,376

Pactera Technology International Ltd. ADR

194,430

1,145,193

ServiceSource International, Inc. (a)

178,280

2,153,622

Unisys Corp. (a)

48,000

1,209,120

Virtusa Corp. (a)

36,100

1,049,066

 

24,897,924

TOTAL IT SERVICES

189,434,036

LIFE SCIENCES TOOLS & SERVICES - 0.2%

Life Sciences Tools & Services - 0.2%

Illumina, Inc. (a)(d)

26

2,102

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

118,449

3,245,503

 

3,247,605

MACHINERY - 0.5%

Industrial Machinery - 0.5%

Airtac International Group

33,170

233,394

Fanuc Corp.

36,100

5,982,747

Mirle Automation Corp.

180,095

144,997

Shin Zu Shing Co. Ltd.

538,000

1,186,618

SMC Corp.

8,000

1,909,326

 

9,457,082

MEDIA - 0.1%

Advertising - 0.0%

Dentsu, Inc.

300

11,444

ReachLocal, Inc. (a)

1,415

16,853

 

28,297

Cable & Satellite - 0.0%

DIRECTV (a)

290

17,328

Movies & Entertainment - 0.1%

IMAX Corp. (a)

66,100

1,998,864

TOTAL MEDIA

2,044,489

OFFICE ELECTRONICS - 0.0%

Office Electronics - 0.0%

Xerox Corp.

11,144

114,672

Common Stocks - continued

Shares

Value

PHARMACEUTICALS - 0.0%

Pharmaceuticals - 0.0%

China Medical System Holdings Ltd.

216,500

$ 185,071

PROFESSIONAL SERVICES - 0.0%

Research & Consulting Services - 0.0%

Acacia Research Corp.

775

17,872

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 11.3%

Semiconductor Equipment - 3.0%

Advanced Energy Industries, Inc. (a)

8,509

149,078

Aixtron AG (a)(d)

383,262

6,469,036

Amkor Technology, Inc. (a)

3,396

14,569

Applied Materials, Inc.

1,107

19,417

ASM International NV (depositary receipt)

4,859

168,607

ASML Holding NV

63,595

6,280,642

Entegris, Inc. (a)

20,283

205,872

GCL-Poly Energy Holdings Ltd. (a)

17,582,000

5,077,899

GT Advanced Technologies, Inc. (a)(d)

37,560

319,636

ICD Co. Ltd. (a)

11,308

128,915

Lam Research Corp. (a)

18,374

940,565

Nanometrics, Inc. (a)

103,200

1,663,584

Rubicon Technology, Inc. (a)(d)

726,744

8,800,870

Teradyne, Inc. (a)

9,564

157,997

Tessera Technologies, Inc.

756,905

14,646,112

Ultratech, Inc. (a)

149,126

4,518,518

Veeco Instruments, Inc. (a)

241,837

9,003,592

 

58,564,909

Semiconductors - 8.3%

Advanced Micro Devices, Inc. (a)(d)

2,563

9,739

Alpha & Omega Semiconductor Ltd. (a)

18,456

155,215

Altera Corp.

532,658

19,793,571

Analog Devices, Inc.

4,032

189,706

Applied Micro Circuits Corp. (a)

240,657

3,104,475

ARM Holdings PLC sponsored ADR

8

385

Avago Technologies Ltd.

5,163

222,629

Broadcom Corp. Class A

76,085

1,978,971

Canadian Solar, Inc. (a)

50

850

Cavium, Inc. (a)

134,512

5,541,894

Chipbond Technology Corp.

1,980,000

4,079,091

ChipMOS TECHNOLOGIES (Bermuda) Ltd.

95,238

1,712,379

Cirrus Logic, Inc. (a)(d)

7,564

171,552

Cree, Inc. (a)

29,723

1,789,027

Common Stocks - continued

Shares

Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - CONTINUED

Semiconductors - continued

Crystalwise Technology, Inc. (a)

97,000

$ 87,120

Cypress Semiconductor Corp.

389,470

3,637,650

Dialog Semiconductor PLC (a)

8,100

155,002

Diodes, Inc. (a)

792

19,404

Epistar Corp.

972,000

1,841,345

EZchip Semiconductor Ltd. (a)(d)

64,738

1,595,144

Fairchild Semiconductor International, Inc. (a)

1,104

15,335

Freescale Semiconductor Holdings I Ltd. (a)

149,359

2,486,827

Himax Technologies, Inc. sponsored ADR (d)

151,700

1,517,000

Hittite Microwave Corp. (a)

15,840

1,035,144

Infineon Technologies AG

1,969

19,699

Inotera Memories, Inc. (a)

18,988,000

10,598,491

Inphi Corp. (a)

311,634

4,185,245

Intermolecular, Inc. (a)

782,834

4,313,415

International Rectifier Corp. (a)

8,150

201,876

Intersil Corp. Class A

219,317

2,462,930

JA Solar Holdings Co. Ltd. ADR (a)(d)

18,696

190,138

Linear Technology Corp.

483

19,156

LSI Corp.

25,165

196,790

MagnaChip Semiconductor Corp. (a)

137

2,950

Marvell Technology Group Ltd.

1,113

12,800

Maxim Integrated Products, Inc.

47

1,401

MediaTek, Inc.

2,950

36,475

Melexis NV

7,501

200,418

Mellanox Technologies Ltd. (a)(d)

147,722

5,607,527

Micron Technology, Inc. (a)

1,704,142

29,771,361

Mindspeed Technologies, Inc. (a)(d)

347,345

1,055,929

Monolithic Power Systems, Inc.

74,151

2,245,292

Novatek Microelectronics Corp.

1,824,000

7,558,608

NVIDIA Corp.

12,498

194,469

NXP Semiconductors NV (a)

5,834

217,083

O2Micro International Ltd. sponsored ADR (a)

31,100

96,410

Omnivision Technologies, Inc. (a)

41,231

631,247

ON Semiconductor Corp. (a)

22,170

161,841

Parade Technologies Ltd.

112,003

780,509

Phison Electronics Corp.

17,000

122,492

PMC-Sierra, Inc. (a)

492,090

3,257,636

Power Integrations, Inc.

3,735

202,250

Radiant Opto-Electronics Corp.

342,654

1,222,895

Rambus, Inc. (a)

616,282

5,793,051

RDA Microelectronics, Inc. sponsored ADR

33,707

515,380

Common Stocks - continued

Shares

Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - CONTINUED

Semiconductors - continued

RF Micro Devices, Inc. (a)

3,531

$ 19,915

Samsung Electronics Co. Ltd.

4

5,089

Semtech Corp. (a)

6,166

184,918

Seoul Semiconductor Co. Ltd.

11,278

425,603

Silicon Laboratories, Inc. (a)

77,865

3,325,614

Silicon Motion Technology Corp. sponsored ADR

112

1,463

Siliconware Precision Industries Co. Ltd. sponsored ADR

115,000

664,700

Sitronix Technology Corp.

601,000

811,201

SK Hynix, Inc. (a)

270,750

7,622,108

Skyworks Solutions, Inc. (a)

9,803

243,507

Spreadtrum Communications, Inc. ADR

615

18,733

STMicroelectronics NV (NY Shares) unit (d)

2,050

18,860

Texas Instruments, Inc.

6,045

243,432

Trina Solar Ltd. (a)

22,700

350,942

Xilinx, Inc.

385,938

18,085,055

YoungTek Electronics Corp.

77,755

160,450

 

165,196,809

TOTAL SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT

223,761,718

SOFTWARE - 18.6%

Application Software - 13.2%

Adobe Systems, Inc. (a)

517,994

26,904,608

ANSYS, Inc. (a)

108,511

9,388,372

Aspen Technology, Inc. (a)

251,880

8,702,454

Autodesk, Inc. (a)

261,774

10,777,236

Blackbaud, Inc.

5,572

217,531

BroadSoft, Inc. (a)

231,787

8,351,286

Citrix Systems, Inc. (a)

276,220

19,503,894

Compuware Corp.

286,587

3,209,774

Comverse, Inc.

622

19,873

Concur Technologies, Inc. (a)

72,006

7,956,663

Descartes Systems Group, Inc. (a)

465,700

5,343,987

Guidewire Software, Inc. (a)

226,452

10,668,154

Interactive Intelligence Group, Inc. (a)

20,500

1,301,545

Intuit, Inc.

150,777

9,998,023

Jive Software, Inc. (a)

183,756

2,296,950

Kingdee International Software Group Co. Ltd. (a)

29,195,600

8,394,408

Manhattan Associates, Inc. (a)

9,000

859,050

MicroStrategy, Inc. Class A (a)

96,864

10,050,609

Open Text Corp.

300

22,417

Common Stocks - continued

Shares

Value

SOFTWARE - CONTINUED

Application Software - continued

Parametric Technology Corp. (a)

107,828

$ 3,065,550

Pegasystems, Inc.

50,440

2,008,016

PROS Holdings, Inc. (a)

20,167

689,510

QLIK Technologies, Inc. (a)

121,439

4,158,071

RealPage, Inc. (a)

100

2,316

salesforce.com, Inc. (a)

1,432,329

74,352,198

SAP AG

275

20,338

SAP AG sponsored ADR

26

1,922

SolarWinds, Inc. (a)

27,431

961,731

Solera Holdings, Inc.

57,000

3,013,590

Splunk, Inc. (a)

66,113

3,969,425

Synchronoss Technologies, Inc. (a)

29,599

1,126,538

Synopsys, Inc. (a)

87

3,280

TIBCO Software, Inc. (a)

565,031

14,459,143

Ultimate Software Group, Inc. (a)

42,700

6,293,980

Verint Systems, Inc. (a)

508

18,826

Workday, Inc. Class A

39,359

3,185,324

 

261,296,592

Home Entertainment Software - 2.5%

Activision Blizzard, Inc.

842,937

14,051,760

Capcom Co. Ltd.

10,000

192,571

Electronic Arts, Inc. (a)

323,500

8,265,425

NHN Entertainment Corp. (a)

6,037

662,956

Nintendo Co. Ltd.

132,400

14,996,163

Nintendo Co. Ltd. ADR

125,600

1,773,472

Perfect World Co. Ltd. sponsored ADR Class B (d)

473,019

9,413,078

Take-Two Interactive Software, Inc. (a)

10,911

198,144

 

49,553,569

Systems Software - 2.9%

Allot Communications Ltd. (a)

152,381

1,924,572

Check Point Software Technologies Ltd. (a)

40

2,262

CommVault Systems, Inc. (a)

57,466

5,047,239

FleetMatics Group PLC

66,379

2,492,531

Fortinet, Inc. (a)

821

16,633

Imperva, Inc. (a)

20,908

878,554

Infoblox, Inc. (a)

31,300

1,308,966

Insyde Software Corp.

33,000

58,384

Microsoft Corp.

153,779

5,122,378

NetSuite, Inc. (a)

89,670

9,678,980

Red Hat, Inc. (a)

238,618

11,009,835

Common Stocks - continued

Shares

Value

SOFTWARE - CONTINUED

Systems Software - continued

ServiceNow, Inc. (a)

248,343

$ 12,901,419

Symantec Corp.

1,318

32,621

Tableau Software, Inc.

3,300

235,092

Totvs SA

150,700

2,549,178

VMware, Inc. Class A (a)

60,000

4,854,000

 

58,112,644

TOTAL SOFTWARE

368,962,805

WIRELESS TELECOMMUNICATION SERVICES - 1.6%

Wireless Telecommunication Services - 1.6%

RingCentral, Inc.

224,800

4,050,896

SBA Communications Corp. Class A (a)

11

885

SoftBank Corp.

398,000

27,640,107

 

31,691,888

TOTAL COMMON STOCKS

(Cost $1,523,033,793)


1,947,957,537

Money Market Funds - 5.7%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

67,245,272

67,245,272

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

46,703,457

46,703,457

TOTAL MONEY MARKET FUNDS

(Cost $113,948,729)


113,948,729

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $1,636,982,522)

2,061,906,266

NET OTHER ASSETS (LIABILITIES) - (3.8)%

(76,081,993)

NET ASSETS - 100%

$ 1,985,824,273

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 $87,860 or 0.0% of net assets.

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

$ 97,438

Fidelity Securities Lending Cash Central Fund

454,622

Total

$ 552,060

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 1,947,957,537

$ 1,834,393,436

$ 113,564,101

$ -

Money Market Funds

113,948,729

113,948,729

-

-

Total Investments in Securities:

$ 2,061,906,266

$ 1,948,342,165

$ 113,564,101

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2013. 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

$ 21,019,830

Level 2 to Level 1

$ 0

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

United States of America

77.2%

Japan

6.0%

Cayman Islands

3.5%

Taiwan

2.8%

Korea (South)

2.6%

Hong Kong

1.7%

Israel

1.1%

Bermuda

1.0%

Others (Individually Less Than 1%)

4.1%

 

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $45,370,600) - See accompanying schedule:

Unaffiliated issuers (cost $1,523,033,793)

$ 1,947,957,537

 

Fidelity Central Funds (cost $113,948,729)

113,948,729

 

Total Investments (cost $1,636,982,522)

 

$ 2,061,906,266

Foreign currency held at value (cost $768,177)

768,177

Receivable for investments sold

61,189,695

Receivable for fund shares sold

1,372

Dividends receivable

596,800

Distributions receivable from Fidelity Central Funds

57,088

Total assets

2,124,519,398

 

 

 

Liabilities

Payable for investments purchased

$ 89,077,191

Payable for fund shares redeemed

2,876,465

Other payables and accrued expenses

38,012

Collateral on securities loaned, at value

46,703,457

Total liabilities

138,695,125

 

 

 

Net Assets

$ 1,985,824,273

Net Assets consist of:

 

Paid in capital

$ 1,560,916,149

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

424,908,124

Net Assets, for 8,924,938 shares outstanding

$ 1,985,824,273

Net Asset Value, offering price and redemption price per share ($1,985,824,273 ÷ 8,924,938 shares)

$ 222.50

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

Annual Report

Fidelity Information Technology Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 14,983,794

Interest

 

561,972

Income from Fidelity Central Funds

 

552,060

Total income

 

16,097,826

 

 

 

Expenses

Custodian fees and expenses

$ 166,478

Independent directors' compensation

10,414

Interest

66

Total expenses before reductions

176,958

Expense reductions

(10,748)

166,210

Net investment income (loss)

15,931,616

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

228,009,314

Foreign currency transactions

(384,223)

Total net realized gain (loss)

 

227,625,091

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $33,493)

55,682,973

Assets and liabilities in foreign currencies

(15,408)

Total change in net unrealized appreciation (depreciation)

 

55,667,565

Net gain (loss)

283,292,656

Net increase (decrease) in net assets resulting from operations

$ 299,224,272

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 15,931,616

$ 10,334,315

Net realized gain (loss)

227,625,091

33,034,203

Change in net unrealized appreciation (depreciation)

55,667,565

325,138,494

Net increase (decrease) in net assets resulting
from operations

299,224,272

368,507,012

Distributions to partners from net investment income

(14,619,205)

(9,303,198)

Affiliated share transactions
Proceeds from sales of shares

238,329,770

405,611,506

Reinvestment of distributions

14,618,981

9,303,050

Cost of shares redeemed

(183,706,801)

(256,227,635)

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

69,241,950

158,686,921

Total increase (decrease) in net assets

353,847,017

517,890,735

 

 

 

Net Assets

Beginning of period

1,631,977,256

1,114,086,521

End of period

$ 1,985,824,273

$ 1,631,977,256

Other Affiliated Information

Shares

Sold

1,237,669

2,491,293

Issued in reinvestment of distributions

73,260

51,585

Redeemed

(929,781)

(1,415,514)

Net increase (decrease)

381,148

1,127,364

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 191.01

$ 150.22

$ 153.23

$ 122.94

$ 98.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  1.80

  1.20

  .72

  .59

  .77

Net realized and unrealized gain (loss)

  31.33

  40.67

  (3.04)

  30.27

  24.72

Total from investment operations

  33.13

  41.87

  (2.32)

  30.86

  25.49

Distributions to partners from net investment income

  (1.64)

  (1.08)

  (.69)

  (.57)

  (.76)

Net asset value, end of period

$ 222.50

$ 191.01

$ 150.22

$ 153.23

$ 122.94

Total Return A

  17.45%

  27.92%

  (1.58)%

  25.16%

  26.30%

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)

  .92%

  .68%

  .41%

  .43%

  .89%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,985,824

$ 1,631,977

$ 1,114,087

$ 1,002,770

$ 1,005,322

Portfolio turnover rate D

  157% F

  195%

  188%

  128% F

  216%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Materials Central Fund

16.98%

15.91%

12.94%

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.

esc711032

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Tobias Welo, Portfolio Manager of Fidelity® Materials Central Fund: For the year, the fund returned 16.98%, slightly lagging the 17.10% gain of the MSCI® U.S. IMI Materials 25-50 Index and also trailing the S&P 500®. The materials sector enjoyed robust gains across most chemicals groups but was kept in check by particular weakness in gold and diversified metals/mining. Versus the MSCI sector index, a non-index stake in Canada-based gold miner Goldcorp was the fund's largest relative detractor. Despite a sharply declining gold price, I liked this firm's fundamentals and added to the position during the period's first half. Also detracting were large underweightings, on average, in two strong-performing producers of diversified chemicals in the index, Dow Chemical and DuPont, both of which I sold. Conversely, relative performance benefited from stock selection and an underweighting in fertilizers and agricultural chemicals, where avoiding weak-performing fertilizer maker and index stock Mosaic was particularly rewarding. Not owning another fertilizer producer, CF Industries Holdings, for much of the period also paid off, although the fund had roughly an index weighting here at the beginning and end of the period. Moreover, I sold the fund's underweighted stake in weak-performing gold miner Newmont Mining, which resulted in this index component being the fund's largest relative contributor by far.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Monsanto Co.

9.8

9.8

LyondellBasell Industries NV Class A

6.0

5.2

Praxair, Inc.

5.7

0.5

FMC Corp.

5.2

3.2

Ecolab, Inc.

4.9

4.8

Eastman Chemical Co.

4.4

3.5

PPG Industries, Inc.

4.1

3.9

International Paper Co.

3.6

4.0

Ashland, Inc.

3.2

2.8

Vulcan Materials Co.

3.0

2.3

 

49.9

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Chemicals 68.6%

 

esc710904

Containers & Packaging 9.7%

 

esc710906

Metals & Mining 9.3%

 

esc710908

Construction Materials 4.8%

 

esc710910

Paper & Forest Products 4.4%

 

esc710912

All Others* 3.2%

 

esc711040

As of March 31, 2013

esc710902

Chemicals 64.3%

 

esc710904

Metals & Mining 11.3%

 

esc710906

Containers & Packaging 10.2%

 

esc710908

Paper & Forest Products 4.6%

 

esc710910

Construction Materials 4.0%

 

esc710912

All Others* 5.6%

 

esc711048

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

Annual Report

Fidelity Materials Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value

BUILDING PRODUCTS - 0.0%

Building Products - 0.0%

Aspen Aerogels, Inc. warrants 3/28/23 (a)(e)

2,629,730

$ 26

CHEMICALS - 68.6%

Commodity Chemicals - 9.5%

Axiall Corp.

165,970

6,272,006

Cabot Corp.

180,973

7,729,357

LyondellBasell Industries NV Class A

326,030

23,875,177

 

37,876,540

Diversified Chemicals - 14.7%

Eastman Chemical Co.

226,094

17,612,723

FMC Corp.

292,994

21,013,530

Lanxess AG

60,330

3,916,005

PPG Industries, Inc.

97,872

16,350,496

 

58,892,754

Fertilizers & Agricultural Chemicals - 13.8%

CF Industries Holdings, Inc.

43,139

9,094,995

Intrepid Potash, Inc.

14,700

230,496

Monsanto Co.

374,547

39,091,468

Potash Corp. of Saskatchewan, Inc.

217,400

6,798,169

 

55,215,128

Industrial Gases - 7.9%

Airgas, Inc.

85,214

9,036,945

Praxair, Inc.

189,700

22,803,837

 

31,840,782

Specialty Chemicals - 22.7%

Albemarle Corp.

55,602

3,499,590

Ashland, Inc.

140,289

12,973,927

Cytec Industries, Inc.

76,302

6,207,931

Ecolab, Inc.

200,271

19,778,764

H.B. Fuller Co.

32,791

1,481,825

NewMarket Corp.

9,516

2,739,752

Rockwood Holdings, Inc.

59,206

3,960,881

Royal DSM NV

30,481

2,300,156

RPM International, Inc.

128,299

4,644,424

Sherwin-Williams Co.

59,815

10,897,097

Common Stocks - continued

Shares

Value

CHEMICALS - CONTINUED

Specialty Chemicals - continued

Sigma Aldrich Corp.

123,791

$ 10,559,372

W.R. Grace & Co. (a)

133,548

11,672,095

 

90,715,814

TOTAL CHEMICALS

274,541,018

CONSTRUCTION MATERIALS - 4.8%

Construction Materials - 4.8%

Eagle Materials, Inc.

54,307

3,939,973

Martin Marietta Materials, Inc.

34,689

3,405,419

Vulcan Materials Co.

229,141

11,871,795

 

19,217,187

CONTAINERS & PACKAGING - 9.7%

Metal & Glass Containers - 3.9%

Aptargroup, Inc.

120,353

7,236,826

Ball Corp.

120,608

5,412,887

Silgan Holdings, Inc.

64,534

3,033,098

 

15,682,811

Paper Packaging - 5.8%

Graphic Packaging Holding Co. (a)

499,167

4,272,870

MeadWestvaco Corp.

207,839

7,976,861

Rock-Tenn Co. Class A

109,332

11,072,052

 

23,321,783

TOTAL CONTAINERS & PACKAGING

39,004,594

METALS & MINING - 9.3%

Diversified Metals & Mining - 2.0%

Copper Mountain Mining Corp. (a)

931,800

1,592,125

First Quantum Minerals Ltd.

114,300

2,128,318

Grupo Mexico SA de CV Series B

842,700

2,518,540

Turquoise Hill Resources Ltd. (a)(d)

370,113

1,634,886

 

7,873,869

Gold - 2.4%

Franco-Nevada Corp.

65,700

2,980,594

Goldcorp, Inc.

154,150

4,010,699

Royal Gold, Inc.

53,306

2,593,870

 

9,585,163

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - 4.9%

Carpenter Technology Corp.

137,867

$ 8,011,451

Haynes International, Inc.

46,967

2,129,014

Reliance Steel & Aluminum Co.

129,028

9,453,882

 

19,594,347

TOTAL METALS & MINING

37,053,379

OIL, GAS & CONSUMABLE FUELS - 2.1%

Coal & Consumable Fuels - 2.1%

Peabody Energy Corp.

499,273

8,612,459

PAPER & FOREST PRODUCTS - 4.4%

Forest Products - 0.5%

Canfor Corp. (a)

90,200

2,036,845

Paper Products - 3.9%

International Paper Co.

316,810

14,193,088

P.H. Glatfelter Co.

44,100

1,193,787

 

15,386,875

TOTAL PAPER & FOREST PRODUCTS

17,423,720

TOTAL COMMON STOCKS

(Cost $302,960,603)


395,852,383

Convertible Bonds - 0.4%

 

Principal
Amount

 

BUILDING PRODUCTS - 0.4%

Building Products - 0.4%

Aspen Aerogels, Inc.:

8% 6/1/14 (e)

$ 1,465,221

1,465,221

8% 12/6/14 (e)

143,076

143,076

8% 3/28/16 (e)

67,996

67,996

TOTAL CONVERTIBLE BONDS

(Cost $1,676,267)

 

1,676,293

Money Market Funds - 0.9%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

3,484,470

$ 3,484,470

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

323,000

323,000

TOTAL MONEY MARKET FUNDS

(Cost $3,807,470)


3,807,470

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $308,444,340)

401,336,146

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(914,111)

NET ASSETS - 100%

$ 400,422,035

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 $1,676,319 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost

Aspen Aerogels, Inc. warrants 3/28/23

5/6/13

$ 26

Aspen Aerogels, Inc. 8% 6/1/14

6/1/11 - 12/31/12

$ 1,465,221

Aspen Aerogels, Inc. 8% 12/6/14

6/12/12 - 12/31/12

$ 143,076

Aspen Aerogels, Inc. 8% 3/28/16

5/6/13

$ 67,970

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

$ 14,989

Fidelity Securities Lending Cash Central Fund

87,690

Total

$ 102,679

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 395,852,383

$ 395,852,357

$ -

$ 26

Convertible Bonds

1,676,293

-

-

1,676,293

Money Market Funds

3,807,470

3,807,470

-

-

Total Investments in Securities:

$ 401,336,146

$ 399,659,827

$ -

$ 1,676,319

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

United States of America

86.5%

Netherlands

6.6%

Canada

5.3%

Germany

1.0%

Others (Individually Less Than 1%)

0.6%

 

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $300,560) - See accompanying schedule:

Unaffiliated issuers (cost $304,636,870)

$ 397,528,676

 

Fidelity Central Funds (cost $3,807,470)

3,807,470

 

Total Investments (cost $308,444,340)

 

$ 401,336,146

Receivable for investments sold

3,362,113

Receivable for fund shares sold

43,559

Dividends receivable

350,816

Interest receivable

100,164

Distributions receivable from Fidelity Central Funds

494

Total assets

405,193,292

 

 

 

Liabilities

Payable for investments purchased

$ 4,444,530

Other payables and accrued expenses

3,727

Collateral on securities loaned, at value

323,000

Total liabilities

4,771,257

 

 

 

Net Assets

$ 400,422,035

Net Assets consist of:

 

Paid in capital

$ 307,531,216

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

92,890,819

Net Assets, for 1,932,534 shares outstanding

$ 400,422,035

Net Asset Value, offering price and redemption price per share ($400,422,035 ÷ 1,932,534 shares)

$ 207.20

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 5,227,475

Special dividends

 

969,088

Interest

 

136,771

Income from Fidelity Central Funds

 

102,679

Total income

 

6,436,013

 

 

 

Expenses

Custodian fees and expenses

$ 15,225

Independent directors' compensation

2,147

Total expenses before reductions

17,372

Expense reductions

(2,148)

15,224

Net investment income (loss)

6,420,789

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

14,268,606

Foreign currency transactions

(12,460)

Total net realized gain (loss)

 

14,256,146

Change in net unrealized appreciation (depreciation) on:

Investment securities

36,075,235

Assets and liabilities in foreign currencies

154

Total change in net unrealized appreciation (depreciation)

 

36,075,389

Net gain (loss)

50,331,535

Net increase (decrease) in net assets resulting from operations

$ 56,752,324

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

Annual Report

Fidelity Materials Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,420,789

$ 5,509,895

Net realized gain (loss)

14,256,146

11,614,172

Change in net unrealized appreciation (depreciation)

36,075,389

67,115,671

Net increase (decrease) in net assets resulting
from operations

56,752,324

84,239,738

Distributions to partners from net investment income

(6,307,305)

(4,941,930)

Affiliated share transactions
Proceeds from sales of shares

50,081,266

61,364,225

Reinvestment of distributions

6,306,874

4,941,566

Cost of shares redeemed

(20,950,838)

(46,343,108)

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

35,437,302

19,962,683

Total increase (decrease) in net assets

85,882,321

99,260,491

 

 

 

Net Assets

Beginning of period

314,539,714

215,279,223

End of period

$ 400,422,035

$ 314,539,714

Other Affiliated Information

Shares

Sold

263,276

383,493

Issued in reinvestment of distributions

33,111

30,012

Redeemed

(108,477)

(274,194)

Net increase (decrease)

187,910

139,311

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 180.29

$ 134.10

$ 141.22

$ 125.92

$ 110.04

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  3.44 E

  3.10

  2.78

  5.16 F

  1.93

Net realized and unrealized gain (loss)

  26.85

  45.95

  (7.38)

  14.82

  15.74

Total from investment operations

  30.29

  49.05

  (4.60)

  19.98

  17.67

Distributions to partners from net investment income

  (3.38)

  (2.86)

  (2.52)

  (4.68)

  (1.79)

Net asset value, end of period

$ 207.20

$ 180.29

$ 134.10

$ 141.22

$ 125.92

Total Return A

  16.98%

  36.80%

  (3.61)%

  16.14%

  16.78%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  -% I

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  -% I

  .01%

  .01%

  .01%

  .01%

Expenses net of all reductions

  -% I

  .01%

  .01%

  .01%

  .01%

Net investment income (loss)

  1.79% E

  1.86%

  1.66%

  3.84% F

  2.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 400,422

$ 314,540

$ 215,279

$ 224,026

$ 229,335

Portfolio turnover rate D

  64% H

  76%

  105%

  104% H

  158%

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

F 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%.

G 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.

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

I Amount represents less than .01%

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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Telecom Services Central Fund

14.73%

14.84%

9.13%

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.

esc711050

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Matthew Drukker, who became Portfolio Manager of Fidelity® Telecom Services Central Fund on January 19, 2013: For the year, the fund gained 14.73%, outperforming the 11.33% return of its sector benchmark, the MSCI® U.S. IMI Telecommunications Services 25-50 Index, but lagging the S&P 500®. Despite good results, telecom stocks finished behind the broader market, as the sector's revenue growth was at the lower end of its historical range, growth in corporate wireline services and wired residential voice lines declined, and earnings growth was slower than expected, largely due to intensified competition for wireless customers. Fund performance relative to the MSCI benchmark was bolstered by positioning in integrated telecom services, especially a sizable underweighting in AT&T, a major index component. Investors had a negative view of the firm's financial results and market-share trends, which weighed on the stock. An out-of-benchmark stake in British multinational telecom giant Vodafone Group also lifted results. On the flip side, picks in wireless telecom services hurt. Here, an underweighting in Leap Wireless International proved detrimental in July, when the stock soared on news that AT&T would acquire the firm. I increased the fund's position in Leap to an overweighting by period end, but not before it curbed results.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Verizon Communications, Inc.

21.5

25.3

AT&T, Inc.

9.2

6.5

American Tower Corp.

7.7

6.8

SBA Communications Corp. Class A

5.9

5.5

Vodafone Group PLC sponsored ADR

4.8

4.8

CenturyLink, Inc.

3.4

5.5

T-Mobile U.S., Inc.

3.3

2.2

Crown Castle International Corp.

3.3

2.2

Telephone & Data Systems, Inc.

2.5

2.6

Lumos Networks Corp.

2.4

1.7

 

64.0

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Diversified Telecommunication
Services 56.4%

 

esc710904

Wireless Telecommunication
Services 28.0%

 

esc710906

Real Estate Investment Trusts 7.9%

 

esc710908

Media 2.7%

 

esc710910

Internet Software & Services 1.1%

 

esc710912

All Others* 3.9%

 

esc711058

As of March 31, 2013

esc710902

Diversified Telecommunication
Services 58.2%

 

esc710904

Wireless Telecommunication
Services 26.9%

 

esc710906

Real Estate Investment Trusts 6.8%

 

esc710908

Media 2.5%

 

esc710910

Electronic Equipment &
Components 1.2%

 

esc710912

All Others* 4.4%

 

esc711066

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

Annual Report

Fidelity Telecom Services Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

DIVERSIFIED TELECOMMUNICATION SERVICES - 56.4%

Alternative Carriers - 12.7%

8x8, Inc. (a)

132,500

$ 1,334,275

Cogent Communications Group, Inc.

151,802

4,895,615

inContact, Inc. (a)

277,506

2,294,975

Iridium Communications, Inc. (a)(d)

449,180

3,090,358

Level 3 Communications, Inc. (a)

246,932

6,590,615

Lumos Networks Corp.

330,625

7,164,644

Premiere Global Services, Inc. (a)

303,405

3,021,914

Towerstream Corp. (a)

533,556

1,525,970

tw telecom, Inc. (a)

177,200

5,292,078

Vonage Holdings Corp. (a)

781,329

2,453,373

 

37,663,817

Integrated Telecommunication Services - 43.7%

AT&T, Inc.

804,346

27,202,982

Atlantic Tele-Network, Inc.

93,000

4,848,090

Bezeq The Israeli Telecommunication Corp. Ltd.

1,110,900

2,042,716

Cbeyond, Inc. (a)

251,178

1,610,051

CenturyLink, Inc.

321,685

10,094,475

Cincinnati Bell, Inc. (a)

866,647

2,357,280

Consolidated Communications Holdings, Inc.

39,200

675,808

Frontier Communications Corp. (d)

1,289,053

5,375,351

General Communications, Inc. Class A (a)

358,146

3,409,550

Hawaiian Telcom Holdco, Inc. (a)

72,635

1,932,091

IDT Corp. Class B

77,981

1,384,163

Koninklijke KPN NV (a)

453,895

1,446,092

Telefonica Brasil SA sponsored ADR (d)

66,760

1,498,094

Verizon Communications, Inc.

1,363,002

63,597,674

Windstream Holdings, Inc. (d)

228,872

1,830,976

 

129,305,393

TOTAL DIVERSIFIED TELECOMMUNICATION SERVICES

166,969,210

INTERNET SOFTWARE & SERVICES - 1.1%

Internet Software & Services - 1.1%

Equinix, Inc. (a)

8,200

1,505,930

Rackspace Hosting, Inc. (a)

28,791

1,519,013

Velti PLC (a)

99,689

36,197

 

3,061,140

Common Stocks - continued

Shares

Value

MEDIA - 2.7%

Broadcasting - 0.3%

Sinclair Broadcast Group, Inc. Class A

30,400

$ 1,019,008

Cable & Satellite - 2.4%

Comcast Corp. Class A

40,602

1,833,180

DISH Network Corp. Class A

42,400

1,908,424

Liberty Global PLC:

Class A (a)

21,482

1,704,597

Class C (a)

21,300

1,606,659

 

7,052,860

TOTAL MEDIA

8,071,868

REAL ESTATE INVESTMENT TRUSTS - 7.9%

Office REITs - 0.2%

CyrusOne, Inc.

39,200

744,016

Specialized REITs - 7.7%

American Tower Corp.

306,598

22,728,110

TOTAL REAL ESTATE INVESTMENT TRUSTS

23,472,126

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.6%

Semiconductors - 0.6%

Broadcom Corp. Class A

65,531

1,704,461

SOFTWARE - 0.5%

Application Software - 0.5%

Synchronoss Technologies, Inc. (a)

38,190

1,453,511

WIRELESS TELECOMMUNICATION SERVICES - 28.0%

Wireless Telecommunication Services - 28.0%

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

36,400

721,084

Boingo Wireless, Inc. (a)

384,655

2,692,585

China Mobile Ltd. sponsored ADR

18,300

1,032,669

Crown Castle International Corp. (a)

134,171

9,798,508

KDDI Corp.

33,700

1,731,842

Leap Wireless International, Inc. (a)

386,100

6,096,519

Millicom International Cellular SA (depository receipt)

18,500

1,633,614

Mobile TeleSystems OJSC sponsored ADR (d)

42,800

952,728

NII Holdings, Inc. (a)(d)

659,016

4,000,227

NTELOS Holdings Corp.

46,752

878,938

RingCentral, Inc.

500

9,010

SBA Communications Corp. Class A (a)

216,064

17,384,509

Common Stocks - continued

Shares

Value

WIRELESS TELECOMMUNICATION SERVICES - CONTINUED

Wireless Telecommunication Services - continued

Shenandoah Telecommunications Co.

28,774

$ 693,453

Sprint Corp. (a)

222,191

1,379,806

T-Mobile U.S., Inc. (a)

379,375

9,852,369

Telephone & Data Systems, Inc.

251,198

7,422,901

U.S. Cellular Corp.

54,000

2,458,620

Vodafone Group PLC sponsored ADR

403,718

14,202,799

 

82,942,181

TOTAL COMMON STOCKS

(Cost $232,294,952)


287,674,497

Money Market Funds - 6.8%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

9,975,199

9,975,199

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

10,035,000

10,035,000

TOTAL MONEY MARKET FUNDS

(Cost $20,010,199)


20,010,199

TOTAL INVESTMENT PORTFOLIO - 104.0%

(Cost $252,305,151)

307,684,696

NET OTHER ASSETS (LIABILITIES) - (4.0)%

(11,725,726)

NET ASSETS - 100%

$ 295,958,970

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

$ 14,255

Fidelity Securities Lending Cash Central Fund

226,803

Total

$ 241,058

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 287,674,497

$ 285,942,655

$ 1,731,842

$ -

Money Market Funds

20,010,199

20,010,199

-

-

Total Investments in Securities:

$ 307,684,696

$ 305,952,854

$ 1,731,842

$ -

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $9,473,098) - See accompanying schedule:

Unaffiliated issuers (cost $232,294,952)

$ 287,674,497

 

Fidelity Central Funds (cost $20,010,199)

20,010,199

 

Total Investments (cost $252,305,151)

 

$ 307,684,696

Receivable for investments sold

64,376

Receivable for fund shares sold

28,478

Dividends receivable

388,207

Distributions receivable from Fidelity Central Funds

9,221

Total assets

308,174,978

 

 

 

Liabilities

Payable for investments purchased

$ 355,195

Payable for fund shares redeemed

1,821,368

Other payables and accrued expenses

4,445

Collateral on securities loaned, at value

10,035,000

Total liabilities

12,216,008

 

 

 

Net Assets

$ 295,958,970

Net Assets consist of:

 

Paid in capital

$ 240,579,411

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

55,379,559

Net Assets, for 1,897,838 shares outstanding

$ 295,958,970

Net Asset Value, offering price and redemption price per share ($295,958,970 ÷ 1,897,838 shares)

$ 155.95

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, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 8,171,692

Interest

 

12

Income from Fidelity Central Funds

 

241,058

Total income

 

8,412,762

 

 

 

Expenses

Custodian fees and expenses

$ 15,403

Independent directors' compensation

1,686

Total expenses before reductions

17,089

Expense reductions

(1,686)

15,403

Net investment income (loss)

8,397,359

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

36,845,542

Foreign currency transactions

(5,978)

Total net realized gain (loss)

 

36,839,564

Change in net unrealized appreciation (depreciation) on:

Investment securities

(6,105,735)

Assets and liabilities in foreign currencies

617

Total change in net unrealized appreciation (depreciation)

 

(6,105,118)

Net gain (loss)

30,734,446

Net increase (decrease) in net assets resulting from operations

$ 39,131,805

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,397,359

$ 7,141,656

Net realized gain (loss)

36,839,564

4,458,095

Change in net unrealized appreciation (depreciation)

(6,105,118)

47,576,123

Net increase (decrease) in net assets resulting
from operations

39,131,805

59,175,874

Distributions to partners from net investment income

(8,149,534)

(6,979,469)

Affiliated share transactions
Proceeds from sales of shares

38,105,576

47,741,246

Reinvestment of distributions

8,148,918

6,978,911

Cost of shares redeemed

(35,196,941)

(35,630,581)

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

11,057,553

19,089,576

Total increase (decrease) in net assets

42,039,824

71,285,981

 

 

 

Net Assets

Beginning of period

253,919,146

182,633,165

End of period

$ 295,958,970

$ 253,919,146

Other Affiliated Information

Shares

Sold

262,732

403,422

Issued in reinvestment of distributions

55,726

56,279

Redeemed

(234,964)

(286,466)

Net increase (decrease)

83,494

173,235

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 139.95

$ 111.29

$ 116.76

$ 99.56

$ 89.72

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  4.39

  3.96

  3.02

  3.49

  1.70

Net realized and unrealized gain (loss)

  15.88

  28.57

  (5.50)

  17.24

  9.81

Total from investment operations

  20.27

  32.53

  (2.48)

  20.73

  11.51

Distributions to partners from net investment income

  (4.27)

  (3.87)

  (2.99)

  (3.53)

  (1.67)

Net asset value, end of period

$ 155.95

$ 139.95

$ 111.29

$ 116.76

$ 99.56

Total Return A

  14.73%

  29.73%

  (2.37)%

  21.36%

  13.29%

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)

  3.00%

  3.20%

  2.45%

  3.34%

  2.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 295,959

$ 253,919

$ 182,633

$ 180,143

$ 173,872

Portfolio turnover rate D

  82% F

  59%

  53%

  47% F

  151%

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 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, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Utilities Central Fund

15.04%

10.55%

6.98%

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.

esc711068

Annual Report


Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending September 30, 2013, despite bouts of volatility at either end of the period. Strong advances were fueled by a generally improving global economy and accommodative monetary policies worldwide. The trend was positive for much of the period, based largely on strengthening U.S. economic data. The broad-based S&P 500® Index set a series of new highs in rising 19.34% for the 12 months, while the blue-chip-laden Dow Jones Industrial AverageSM also achieved significant milestones en route to a 15.59% gain. The growth-oriented Nasdaq Composite Index® had an even stronger run, advancing 22.77%. Early in the period, stocks slipped on investor anxiety over the impending U.S. presidential election and federal debt-ceiling deadline. Although equities rebounded in the new year and steadily increased through late May, news that the U.S. Federal Reserve was considering tapering its stimulative bond-buying program kept stock markets in flux for the remainder of the period. The Fed eventually put aside an imminent tapering, but markets turned skittish over a possible military strike in Syria and a U.S. budget impasse that threatened to shut down the government. Elsewhere, non-U.S. developed-markets equities continued their rebound, with the MSCI® EAFE® Index adding 23.91%.

Comments from Douglas Simmons, Portfolio Manager of Fidelity® Utilities Central Fund: For the year, the fund gained 15.04%, easily outpacing the MSCI® U.S. IMI Utilities 25-50 Index, which rose 8.98%, but trailing the broad-based S&P 500®. Versus the broader market, concerns about higher tax rates on dividends reduced demand for utilities stocks, making the typically more-defensive sector the third-worst performer among all 10 major market segments. Relative to the MSCI sector index, strong stock selection in several industries drove the fund's outperformance, including oil/gas storage and transport, which was not in the index. Here, it helped to hold Houston-based Cheniere Energy, which continued to benefit from becoming the first firm to receive federal approval to construct a natural gas terminal in Louisiana. Picks in oil/gas exploration and production also were additive, with our out-of-benchmark position in Energen, which I established in May, the fund's top individual contributor. Conversely, positioning in gas utilities detracted. At the stock level, underweighting strong-performing multi-utility Dominion Resources hurt the most. A first-half underweighting in Florida-based electric utility NextEra Energy also nicked results. I sold the stock in April, but it outperformed as its dividend increased more than I anticipated, so I repurchased the stock in June and ended the period with an overweighting, but the fund missed out on the advance.

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Duke Energy Corp.

7.8

13.5

Sempra Energy

7.8

6.9

NextEra Energy, Inc.

7.0

3.1

ONEOK, Inc.

5.9

2.3

CenterPoint Energy, Inc.

5.6

5.2

OGE Energy Corp.

5.6

1.3

NRG Energy, Inc.

5.3

3.4

Ameren Corp.

4.5

1.4

PPL Corp.

4.5

0.0

Edison International

4.3

4.7

 

58.3

Top Industries (% of fund's net assets)

As of September 30, 2013

esc710902

Electric Utilities 34.7%

 

esc710904

Multi-Utilities 26.6%

 

esc710906

Oil, Gas & Consumable Fuels 18.2%

 

esc710908

Independent Power
Producers & Energy Traders 12.4%

 

esc710910

Gas Utilities 6.8%

 

esc710912

All Others* 1.3%

 

esc711076

As of March 31, 2013

esc710902

Electric Utilities 44.0%

 

esc710904

Multi-Utilities 26.2%

 

esc710906

Independent Power
Producers & Energy Traders 10.5%

 

esc710908

Oil, Gas & Consumable Fuels 7.5%

 

esc710910

Water Utilities 4.4%

 

esc710912

All Others* 7.4%

 

esc711084

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

Annual Report

Fidelity Utilities Central Fund


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

ELECTRIC UTILITIES - 34.7%

Electric Utilities - 34.7%

American Electric Power Co., Inc.

194,187

$ 8,418,006

Duke Energy Corp.

466,299

31,139,449

Edison International

375,588

17,299,583

FirstEnergy Corp.

199,563

7,274,071

ITC Holdings Corp.

69,889

6,559,782

NextEra Energy, Inc.

345,442

27,690,631

OGE Energy Corp.

614,966

22,194,123

PPL Corp.

586,819

17,827,561

 

138,403,206

GAS UTILITIES - 6.8%

Gas Utilities - 6.8%

National Fuel Gas Co.

54,531

3,749,552

ONEOK, Inc.

438,170

23,363,224

 

27,112,776

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS - 12.4%

Independent Power Producers & Energy Traders - 12.4%

Calpine Corp. (a)

833,622

16,197,275

Drax Group PLC

213,300

2,356,750

NRG Energy, Inc.

774,328

21,162,384

The AES Corp.

722,661

9,604,165

 

49,320,574

MULTI-UTILITIES - 26.6%

Multi-Utilities - 26.6%

Ameren Corp.

515,305

17,953,226

CenterPoint Energy, Inc.

929,258

22,274,314

Dominion Resources, Inc.

47,800

2,986,544

NiSource, Inc.

516,026

15,940,043

PG&E Corp.

384,769

15,744,747

Sempra Energy

362,215

31,005,604

 

105,904,478

OIL, GAS & CONSUMABLE FUELS - 18.2%

Oil & Gas Exploration & Production - 4.0%

Energen Corp.

211,113

16,126,922

Oil & Gas Storage & Transport - 14.2%

Cheniere Energy, Inc. (a)

281,471

9,609,420

Enbridge, Inc.

264,200

11,034,303

Energy Transfer Equity LP

205,024

13,486,479

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Storage & Transport - continued

The Williams Companies, Inc.

398,219

$ 14,479,243

TransCanada Corp. (d)

179,300

7,876,632

 

56,486,077

TOTAL OIL, GAS & CONSUMABLE FUELS

72,612,999

TOTAL COMMON STOCKS

(Cost $349,960,700)


393,354,033

Money Market Funds - 2.1%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

7,378,312

7,378,312

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

1,198,410

1,198,410

TOTAL MONEY MARKET FUNDS

(Cost $8,576,722)


8,576,722

TOTAL INVESTMENT PORTFOLIO - 100.8%

(Cost $358,537,422)

401,930,755

NET OTHER ASSETS (LIABILITIES) - (0.8)%

(3,273,844)

NET ASSETS - 100%

$ 398,656,911

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

$ 6,947

Fidelity Securities Lending Cash Central Fund

20,158

Total

$ 27,105

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,135,762) - See accompanying schedule:

Unaffiliated issuers (cost $349,960,700)

$ 393,354,033

 

Fidelity Central Funds (cost $8,576,722)

8,576,722

 

Total Investments (cost $358,537,422)

 

$ 401,930,755

Foreign currency held at value (cost $37)

32

Receivable for fund shares sold

43,852

Dividends receivable

864,235

Distributions receivable from Fidelity Central Funds

1,518

Other receivables

799

Total assets

402,841,191

 

 

 

Liabilities

Payable for investments purchased

$ 2,982,304

Payable for fund shares redeemed

704

Other payables and accrued expenses

2,862

Collateral on securities loaned, at value

1,198,410

Total liabilities

4,184,280

 

 

 

Net Assets

$ 398,656,911

Net Assets consist of:

 

Paid in capital

$ 355,263,480

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

43,393,431

Net Assets, for 3,056,438 shares outstanding

$ 398,656,911

Net Asset Value, offering price and redemption price per share ($398,656,911 ÷ 3,056,438 shares)

$ 130.43

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

Annual Report

Fidelity Utilities Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 11,837,494

Income from Fidelity Central Funds

 

27,105

Total income

 

11,864,599

 

 

 

Expenses

Custodian fees and expenses

$ 9,472

Independent directors' compensation

2,201

Total expenses before reductions

11,673

Expense reductions

(2,201)

9,472

Net investment income (loss)

11,855,127

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

23,098,125

Foreign currency transactions

(20,041)

Total net realized gain (loss)

 

23,078,084

Change in net unrealized appreciation (depreciation) on:

Investment securities

16,199,909

Assets and liabilities in foreign currencies

275

Total change in net unrealized appreciation (depreciation)

 

16,200,184

Net gain (loss)

39,278,268

Net increase (decrease) in net assets resulting from operations

$ 51,133,395

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,855,127

$ 10,361,472

Net realized gain (loss)

23,078,084

17,307,385

Change in net unrealized appreciation (depreciation)

16,200,184

17,093,237

Net increase (decrease) in net assets resulting
from operations

51,133,395

44,762,094

Distributions to partners from net investment income

(11,108,706)

(9,702,703)

Affiliated share transactions
Proceeds from sales of shares

56,907,122

63,802,318

Reinvestment of distributions

11,108,261

9,702,279

Cost of shares redeemed

(29,721,164)

(33,826,050)

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

38,294,219

39,678,547

Total increase (decrease) in net assets

78,318,908

74,737,938

 

 

 

Net Assets

Beginning of period

320,338,003

245,600,065

End of period

$ 398,656,911

$ 320,338,003

Other Affiliated Information

Shares

Sold

462,503

589,892

Issued in reinvestment of distributions

89,417

87,104

Redeemed

(236,211)

(298,959)

Net increase (decrease)

315,709

378,037

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 116.88

$ 103.95

$ 97.15

$ 88.29

$ 93.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  4.04

  3.82

  3.41

  3.34

  3.17

Net realized and unrealized gain (loss)

  13.29

  12.71

  6.62

  8.61

  (5.09)

Total from investment operations

  17.33

  16.53

  10.03

  11.95

  (1.92)

Distributions to partners from net investment income

  (3.78)

  (3.60)

  (3.23)

  (3.09)

  (3.13)

Net asset value, end of period

$ 130.43

$ 116.88

$ 103.95

$ 97.15

$ 88.29

Total Return A

  15.04%

  16.13%

  10.38%

  13.86%

  (1.67)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  -% E

  -% 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)

  3.23%

  3.43%

  3.31%

  3.68%

  3.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 398,657

$ 320,338

$ 245,600

$ 221,920

$ 180,398

Portfolio turnover rate D

  148% G

  175%

  201%

  246% G

  216%

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, 2013

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 available only to other investment companies and accounts managed by FMR 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 FMR.

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

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

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, 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 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 their 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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally 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. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including 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, 2013, 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

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. 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 and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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. Consumer Discretionary 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 the Statement of Assets & Liabilities.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis. Due to the Funds' 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 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 and
other investments

Consumer Discretionary

1,070,535,994

287,868,329

(16,671,992)

271,196,337

Consumer Staples

751,200,950

288,047,272

(3,171,425)

284,875,847

Energy

877,007,934

202,656,809

(13,727,857)

188,928,952

Financials

1,879,354,348

162,439,295

(39,220,794)

123,218,501

Health Care

1,078,203,296

425,892,160

(14,635,002)

411,257,158

Industrials

901,310,275

300,306,857

(2,407,367)

297,899,490

Information Technology

1,641,680,445

447,204,350

(26,978,529)

420,225,821

Materials

309,135,799

101,800,584

(9,600,237)

92,200,347

Telecom Services

252,680,146

66,378,810

(11,374,260)

55,004,550

Utilities

358,665,275

47,100,412

(3,834,932)

43,265,480

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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.

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

1,443,598,637

1,363,671,968

Consumer Staples

321,066,511

323,641,269

Energy

913,000,892

961,774,514

Financials

4,307,837,852

4,125,751,270

Health Care

1,366,775,662

1,402,153,570

Industrials

791,939,662

751,730,440

Information Technology

2,740,723,572

2,639,301,119

Materials

257,962,236

222,580,166

Telecom Services

234,701,492

220,352,006

Utilities

560,171,480

536,748,678

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), 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 FMRC, FMR pays FMRC 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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 

Amount

Consumer Discretionary

$ 34,619

Consumer Staples

5,377

Energy

21,854

Financials

159,277

Health Care

19,202

Industrials

14,115

Information Technology

74,757

Materials

4,720

Telecom Services

15,479

Utilities

8,393

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, 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

$ 5,548,714

.34%

$ 362

Consumer Staples

Borrower

6,586,000

.32%

119

Financials

Borrower

7,349,500

.36%

730

Health Care

Borrower

8,939,895

.33%

1,545

Industrials

Borrower

10,841,333

.32%

287

Information Technology

Borrower

7,655,000

.31%

66

Exchange In-Kind. During the period, Fidelity Stock Selector All Cap Fund completed exchange in-kind transactions with each Fund. Fidelity Stock Selector All Cap Fund delivered securities in exchange for shares of each Fund, as presented in the accompanying table. The value of securities delivered from Fidelity Stock Selector All Cap 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.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Exchange In-Kind - continued

Details of the transactions are presented in the accompanying table:

Fund

Value of securities
delivered from
Fidelity Stock
Selector All
Cap Fund

Unrealized
appreciation
(depreciation)

Exchanged number
of shares

Consumer Discretionary

$ 37,806,617

$ 3,096,501

197,982

Consumer Staples

33,047,862

1,669,582

179,040

Energy

34,724,718

1,109,963

250,013

Financials

52,528,976

1,974,919

724,061

Health Care

41,204,831

5,068,446

197,287

Industrials

32,761,798

1,854,191

171,780

Information Technology

57,698,108

5,160,020

275,878

Materials

10,317,124

378,312

51,742

Telecom Services

9,473,643

(80,866)

60,343

Utilities

11,772,970

295,928

89,940

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

Annual Report

6. Security Lending - continued

of income from Fidelity Central Funds. FCM security lending activity as of and during the period was as follows:

 

Total Security
Lending Income

Security Lending
Income From
Securities Loaned
to FCM

Value of Securities
Loaned to FCM
at Period End

Consumer Discretionary

$ 84,795

$ -

$ -

Consumer Staples

145,462

66

-

Energy

458,248

-

-

Financials

257,710

60

-

Health Care

377,921

7,871

39,400

Industrials

12,791

3,501

-

Information Technology

454,622

60,474

-

Materials

87,690

-

-

Telecom Services

226,803

45,561

1,966,690

Utilities

20,158

-

-

7. Expense Reductions.

FMR 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.

Fund

Expense
Reduction

Custody
Earnings Credits

Consumer Discretionary

$ 6,649

$ -

Consumer Staples

5,904

66

Energy

6,010

-

Financials

10,123

408

Health Care

7,293

166

Industrials

6,236

-

Information Technology

10,414

334

Materials

2,147

1

Telecom Services

1,686

-

Utilities

2,201

-

8. 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

Annual Report

Notes to Financial Statements - continued

8. Other - continued

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 an FMR affiliate 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 fund of Fidelity Central Investment Portfolios LLC, including the schedules of investments, as of September 30, 2013, 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, 2013, 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, 2013, 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 18, 2013

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and executive 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 172 funds. Mr. Curvey oversees 395 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 246 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 of the trust and the funds (as defined in the 1940 Act) (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 executive 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.

Annual Report

Directors and Officers (Trustees and Officers) - continued

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.

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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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: 2000

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 Executive Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

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.

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 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.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as 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).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

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.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

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.

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 and 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, 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 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 2013 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.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers) as it relates to the funds, including the backgrounds of the funds' investment personnel, 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.

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 the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity Management & Research Company (FMR) 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 the Investment Advisers' trading and risk management capabilities and resources, 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.

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 FMR or its affiliates 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 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, FMR 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 FMR 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 surrounding the mathematical accuracy of fund profitability and its conformity to 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 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 FMR 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 FMR bears all expenses of each fund, except expenses related to each fund's investment activities, economies of scale cannot be realized by the funds.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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® Emerging Markets Equity Central Fund

Annual Report

September 30, 2013

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. © 2013 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-1113
1.876933.104

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, 2013

Past 1
year

Life of
fund
A

  Fidelity® Emerging Markets Equity Central Fund

4.21%

17.63%

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.

emq106614

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets (EM) stocks experienced bouts of volatility - driven by uneven economic growth, geopolitical uncertainty and rising global interest rates - during the 12 months ending September 30, 2013, en route to posting only a modest gain. The MSCI® Emerging Markets Index rose 1.33%, despite a healthy backdrop in developed markets and recent stabilization in China. After trending upward late in 2012 on the heels of central banks around the world affirming their commitment to accommodative monetary policies, EM equities reversed course beginning in February 2013, as slower growth in China, widespread protests in Brazil and Turkey, and a spike in the 10-year U.S. Treasury yield posed considerable headwinds. In June, as investors digested news that the U.S. Federal Reserve was considering tapering its large-scale asset purchases, EM equities slumped further. The period ended on a bright note, though, with global economic indicators and outlooks for many EM countries picking up due to renewed growth in developed markets and some stability in China. Full-year returns across the individual country components of the index were mostly negative, with larger constituents such as India (-14%), Brazil (-8%), South Africa (-2%) and Mexico (-2%) losing ground. Standouts included a 13% advance in China, along with gains of 7% in Taiwan and 5% in South Korea.

Comments from Per Johansson, Co-Portfolio Manager of Fidelity® Emerging Markets Equity Central Fund, along with James Hayes, Sam Polyak, Douglas Chow and Gregory Lee: For the year, the fund gained 4.21%, ahead of the MSCI index. Relative performance was driven by security selection in the energy, consumer discretionary and telecommunication services sectors, the latter of which produced the top relative contributor, Mobile TeleSystems. The stock of this Russian wireless telecom service provider was lifted by easing competitive conditions and upward revisions to its earnings forecasts. In energy, the fund benefited from a non-index position in Bermuda-based oil-services company BW Offshore, which rose as the operating environment and the company's earnings improved. In consumer discretionary, the fund was helped by a stake in Taiwan's ECLAT Textile, a maker of high-performance fibers that was boosted by strong demand for its products, leading to improved earnings. On the down side, the primary detractor stemmed from our investments in three non-benchmark materials companies - Kazakhmys, a metals miner based in London, and Canada's Yamana Gold and Goldcorp - all of which were hampered by a vicious combination of falling commodity prices, including gold, and escalating cost pressure. Kazakhmys and Yamana Gold were not held at period end. Our cash position was a modest detractor.

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, 2013 to September 30, 2013).

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, 2013

Ending
Account Value
September 30, 2013

Expenses Paid
During Period
*
April 1, 2013
to September 30, 2013

Actual

.1566%

$ 1,000.00

$ 994.90

$ .78

Hypothetical A

 

$ 1,000.00

$ 1,024.28

$ .79

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, 2013

emq106616

Korea (South) 18.4%

 

emq106618

Brazil 10.2%

 

emq106620

Russia 8.5%

 

emq106622

China 7.5%

 

emq106624

Cayman Islands 7.4%

 

emq106626

Taiwan 6.8%

 

emq106628

India 6.6%

 

emq106630

Mexico 5.3%

 

emq106632

South Africa 4.9%

 

emq106634

Other* 24.4%

 

emq106636

* 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, 2013

emq106616

Korea (South) 14.6%

 

emq106618

Brazil 11.9%

 

emq106620

Russia 8.4%

 

emq106622

China 7.2%

 

emq106624

Taiwan 7.0%

 

emq106626

Cayman Islands 6.5%

 

emq106628

India 5.8%

 

emq106630

Mexico 5.0%

 

emq106632

United States of America* 5.0%

 

emq106634

Other 28.6%

 

emq106648

* 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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.5

96.1

Short-Term Investments and Net Other Assets (Liabilities)

1.5

3.9

Top Ten Stocks as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

4.5

5.0

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

2.9

2.8

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

2.0

0.9

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

1.9

1.4

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.8

1.7

Mobile TeleSystems OJSC (Russia, Wireless Telecommunication Services)

1.8

1.8

Itau Unibanco Holding SA sponsored ADR (Brazil, Commercial Banks)

1.7

1.5

Naspers Ltd. Class N (South Africa, Media)

1.4

0.9

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

1.4

1.9

KB Financial Group, Inc. (Korea (South), Commercial Banks)

1.4

0.8

 

20.8

Market Sectors as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.6

25.6

Information Technology

15.3

13.9

Materials

10.2

10.9

Energy

9.8

11.9

Consumer Staples

8.5

8.8

Consumer Discretionary

8.3

6.7

Industrials

7.9

6.6

Telecommunication Services

7.3

7.1

Utilities

3.0

3.1

Health Care

1.7

1.3

Annual Report


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 93.1%

Shares

Value

Austria - 0.5%

Erste Group Bank AG

33,600

$ 1,061,847

Bailiwick of Jersey - 0.4%

Atrium European Real Estate Ltd.

142,404

805,860

Bermuda - 2.2%

Aquarius Platinum Ltd. (Australia) (a)

378,164

315,746

BW Offshore Ltd.

858,586

1,165,104

Cosan Ltd. Class A

54,392

836,005

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

317,307

621,356

Kunlun Energy Co. Ltd.

274,000

382,955

Shangri-La Asia Ltd.

294,000

486,721

Stolt-Nielsen SA

27,382

714,917

TOTAL BERMUDA

4,522,804

Brazil - 8.6%

Anhanguera Educacional Participacoes SA

110,928

663,676

Arezzo Industria e Comercio SA

33,600

594,136

BHG SA (Brazil Hospitality Group) (a)

42,100

276,576

BR Properties SA

138,500

1,231,083

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

27,700

1,062,295

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR (d)

63,060

628,078

Companhia Paranaense de Energia-Copel (PN-B) sponsored ADR (d)

41,300

576,548

Estacio Participacoes SA

77,500

602,152

Fibria Celulose SA (a)

31,900

366,599

Gerdau SA sponsored ADR

148,200

1,105,572

Itau Unibanco Holding SA sponsored ADR

246,046

3,474,170

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

43,700

731,101

sponsored ADR

99,736

1,544,911

Smiles SA

41,100

535,377

TIM Participacoes SA sponsored ADR

11,480

270,584

Ultrapar Participacoes SA

55,400

1,366,315

Vale SA (PN-A) sponsored ADR

201,300

2,860,473

TOTAL BRAZIL

17,889,646

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

3,600

95,292

Canada - 1.2%

First Quantum Minerals Ltd.

41,900

780,197

Goldcorp, Inc.

21,100

548,983

Common Stocks - continued

Shares

Value

Canada - continued

Pan American Silver Corp.

30,000

$ 316,500

Petrominerales Ltd. (d)

42,600

483,879

Torex Gold Resources, Inc. (a)

198,800

256,690

TOTAL CANADA

2,386,249

Cayman Islands - 7.4%

21Vianet Group, Inc. ADR (a)

35,500

585,395

Anta Sports Products Ltd.

522,000

672,363

Anton Oilfield Services Group

660,000

437,396

China Liansu Group Holdings Ltd.

818,000

505,192

Cimc Enric Holdings Ltd.

412,000

552,457

Ctrip.com International Ltd. sponsored ADR (a)(d)

15,400

899,822

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

33,395

1,332,461

Forgame Holdings Ltd.

2,900

19,069

Greatview Aseptic Pack Co. Ltd.

1,229,000

701,978

Haitian International Holdings Ltd.

375,000

861,602

Hengan International Group Co. Ltd.

133,000

1,555,345

Hilong Holding Ltd.

442,000

257,020

Springland International Holdings Ltd.

781,000

422,930

SPT Energy Group, Inc.

122,000

61,661

Tencent Holdings Ltd.

80,600

4,227,502

Uni-President China Holdings Ltd.

859,000

856,131

Veripos

92,136

344,749

Xueda Education Group sponsored ADR

87,100

367,562

Yingde Gases Group Co. Ltd.

730,000

713,444

TOTAL CAYMAN ISLANDS

15,374,079

Chile - 1.9%

Banco Santander Chile

18,803,771

1,227,135

Embotelladora Andina SA ADR

7,300

183,522

Empresa Nacional de Electricidad SA

494,465

690,733

Empresa Nacional de Telecomunicaciones SA (ENTEL)

47,648

772,186

Inversiones La Construccion SA

38,360

577,661

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

14,600

446,030

TOTAL CHILE

3,897,267

China - 7.5%

Anhui Conch Cement Co. Ltd. (H Shares)

229,000

735,195

BBMG Corp. (H Shares)

1,287,500

861,554

China Communications Construction Co. Ltd. (H Shares)

984,000

776,451

China Construction Bank Corp. (H Shares)

2,806,000

2,159,881

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

770,300

2,761,039

Common Stocks - continued

Shares

Value

China - continued

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

865,600

$ 262,273

China Telecom Corp. Ltd. (H Shares)

2,495,000

1,232,051

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

5,588,000

3,897,817

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

2,044,000

500,728

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

576,000

781,279

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

664,000

651,509

Weichai Power Co. Ltd. (H Shares)

218,600

854,005

TOTAL CHINA

15,473,782

Cyprus - 0.4%

Globaltrans Investment PLC GDR (Reg. S)

60,900

883,050

Denmark - 0.5%

Auriga Industries A/S Series B (a)

14,848

502,286

Vestas Wind Systems A/S (a)

22,096

557,500

TOTAL DENMARK

1,059,786

Hong Kong - 2.0%

AIA Group Ltd.

107,200

503,802

CNOOC Ltd.

297,000

601,686

CNOOC Ltd. sponsored ADR

2,600

524,680

Far East Horizon Ltd.

1,045,100

689,915

Lenovo Group Ltd.

1,336,000

1,396,996

Sinotruk Hong Kong Ltd.

698,500

356,639

TOTAL HONG KONG

4,073,718

India - 6.6%

Axis Bank Ltd.

96,585

1,555,251

Bajaj Auto Ltd.

19,283

612,302

Bharti Airtel Ltd.

123,332

627,892

Bharti Infratel Ltd.

223,919

559,529

Eicher Motors Ltd.

10,529

598,928

Grasim Industries Ltd.

14,869

631,744

Indiabulls Real Estate Ltd.

556,439

480,072

ITC Ltd.

337,443

1,835,207

JK Cement Ltd.

60,908

182,510

Larsen & Toubro Ltd.

64,383

811,345

Lupin Ltd.

44,911

614,109

Maruti Suzuki India Ltd.

37,741

819,189

Mundra Port and SEZ Ltd.

336,069

741,242

NHPC Ltd.

1,535,494

479,612

NTPC Ltd.

318,148

749,495

Petronet LNG Ltd.

181,968

345,097

Common Stocks - continued

Shares

Value

India - continued

Phoenix Mills Ltd. (a)

107,365

$ 396,079

SREI Infrastructure Finance Ltd.

1,415,697

402,611

State Bank of India

24,439

630,557

Ultratech Cemco Ltd.

17,759

513,362

TOTAL INDIA

13,586,133

Indonesia - 1.4%

PT Bakrieland Development Tbk (a)

74,248,000

320,588

PT Bank Rakyat Indonesia Tbk

1,330,000

832,688

PT Bank Tabungan Negara Tbk

4,872,600

391,324

PT Kalbe Farma Tbk

5,147,000

524,480

PT Telkomunikasi Indonesia Tbk sponsored ADR

24,538

890,975

TOTAL INDONESIA

2,960,055

Isle of Man - 0.0%

IBS Group Holding Ltd. GDR (Reg. S)

4,100

101,504

Israel - 0.3%

Bezeq The Israeli Telecommunication Corp. Ltd.

18,400

33,834

NICE Systems Ltd. sponsored ADR

13,600

562,632

TOTAL ISRAEL

596,466

Italy - 0.3%

Saipem SpA

27,406

595,444

Kenya - 0.4%

Equity Bank Ltd.

1,976,600

777,829

Korea (South) - 17.2%

AMOREPACIFIC Group, Inc.

2,294

840,078

Daewoo International Corp.

55,625

1,964,550

Daou Technology, Inc.

32,280

414,566

E-Mart Co. Ltd.

8,397

1,891,127

Hana Financial Group, Inc.

78,750

2,700,656

Hankook Shell Oil Co. Ltd.

872

335,562

Hyundai Heavy Industries Co. Ltd.

4,143

1,017,888

Hyundai Industrial Development & Construction Co.

32,290

722,711

Hyundai Mobis

3,312

881,531

KB Financial Group, Inc.

80,542

2,836,017

Korea Electric Power Corp. (a)

32,720

915,751

Korean Reinsurance Co.

78,720

937,727

KT&G Corp.

11,568

828,954

LG Chemical Ltd.

5,409

1,547,902

LG Corp.

12,178

750,266

Lotte Chemical Corp.

3,091

571,006

Common Stocks - continued

Shares

Value

Korea (South) - continued

NHN Corp.

3,331

$ 1,726,677

Oci Co. Ltd.

4,310

691,907

POSCO sponsored ADR (d)

21,900

1,612,716

Samsung Electronics Co. Ltd.

7,398

9,411,606

Samsung Life Insurance Co. Ltd.

10,361

1,007,626

SK Hynix, Inc. (a)

37,010

1,041,899

SK Telecom Co. Ltd.

4,833

988,431

TOTAL KOREA (SOUTH)

35,637,154

Luxembourg - 0.4%

Subsea 7 SA

38,463

799,547

Malaysia - 0.3%

Petronas Dagangan Bhd

62,800

558,993

Mexico - 5.3%

Alpek SA de CV

137,800

296,666

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

133,720

2,648,993

CEMEX SA de CV sponsored ADR

101,448

1,134,189

El Puerto de Liverpool SA Class C

65,300

737,335

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

16,500

1,601,985

Gruma S.A.B. de CV Series B (a)

156,000

870,249

Grupo Comercial Chedraui de CV

193,500

612,601

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

208,800

1,303,734

Grupo Televisa SA de CV (CPO) sponsored ADR

67,300

1,881,035

TOTAL MEXICO

11,086,787

Netherlands - 0.5%

ASML Holding NV (Netherlands)

3,100

306,203

Fugro NV (Certificaten Van Aandelen)

13,525

825,025

TOTAL NETHERLANDS

1,131,228

Nigeria - 1.6%

Guaranty Trust Bank PLC GDR (Reg. S)

169,374

1,304,180

Zenith Bank PLC

16,055,369

1,990,059

TOTAL NIGERIA

3,294,239

Norway - 0.7%

ElectroMagnetic GeoServices ASA (a)

296,843

372,211

Spectrum ASA

33,324

199,503

TGS Nopec Geophysical Co. ASA

32,917

968,912

TOTAL NORWAY

1,540,626

Common Stocks - continued

Shares

Value

Panama - 0.4%

Copa Holdings SA Class A

6,300

$ 873,621

Philippines - 1.3%

Alliance Global Group, Inc.

990,900

535,622

Metropolitan Bank & Trust Co.

447,192

853,754

Robinsons Land Corp.

2,796,250

1,324,963

TOTAL PHILIPPINES

2,714,339

Poland - 0.1%

Eurocash SA

10,400

160,254

Portugal - 0.3%

Jeronimo Martins SGPS SA

27,000

554,479

Russia - 7.0%

DIXY Group OJSC (a)

33,210

456,104

E.ON Russia JSC

20,217,800

1,537,604

Gazprom OAO sponsored ADR

161,901

1,427,967

Magnit OJSC

5,588

1,415,199

Magnitogorsk Iron & Steel Works OJSC unit

87,100

277,326

Mobile TeleSystems OJSC

373,300

3,721,306

RusHydro JSC sponsored ADR

88,200

138,474

Sberbank (Savings Bank of the Russian Federation)

1,252,694

3,777,239

Sistema JSFC

901,000

951,012

VTB Bank JSC sponsored GDR (Reg. S)

266,000

702,240

TOTAL RUSSIA

14,404,471

Singapore - 1.4%

Ezion Holdings Ltd.

763,000

1,338,010

First Resources Ltd.

504,000

767,319

Super Group Ltd. Singapore

206,000

696,218

TOTAL SINGAPORE

2,801,547

South Africa - 4.9%

Aspen Pharmacare Holdings Ltd.

44,700

1,169,784

Barclays Africa Group Ltd.

64,612

948,563

Impala Platinum Holdings Ltd.

58,900

726,669

JSE Ltd.

55,100

471,960

Life Healthcare Group Holdings Ltd.

204,700

728,665

MTN Group Ltd.

118,580

2,314,851

Naspers Ltd. Class N

31,000

2,866,626

Reunert Ltd.

75,000

542,765

Wilson Bayly Holmes-Ovcon Ltd.

30,200

481,263

TOTAL SOUTH AFRICA

10,251,146

Common Stocks - continued

Shares

Value

Taiwan - 6.8%

Chipbond Technology Corp.

213,000

$ 438,811

Chroma ATE, Inc.

136,533

307,605

Cleanaway Co. Ltd.

71,000

413,112

E.SUN Financial Holdings Co. Ltd.

1,454,200

942,050

ECLAT Textile Co. Ltd.

104,020

913,135

Hon Hai Precision Industry Co. Ltd. (Foxconn)

114,770

294,680

King Slide Works Co. Ltd.

9,000

78,702

MediaTek, Inc.

124,000

1,533,169

Taiwan Fertilizer Co. Ltd.

491,000

1,157,698

Taiwan Semiconductor Manufacturing Co. Ltd.

1,213,469

4,132,869

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

111,780

1,895,789

Tong Hsing Electronics Industries Ltd.

82,000

406,380

Unified-President Enterprises Corp.

427,380

796,612

Yuanta Financial Holding Co. Ltd.

1,383,000

708,787

TOTAL TAIWAN

14,019,399

Thailand - 0.7%

Bangkok Bank PCL (For. Reg.)

230,400

1,450,817

Togo - 0.3%

Ecobank Transnational, Inc.

7,141,221

602,205

Turkey - 0.9%

Aygaz A/S

89,773

401,746

Tupras Turkiye Petrol Rafinelleri A/S

37,266

787,732

Turkiye Halk Bankasi A/S

105,100

770,021

TOTAL TURKEY

1,959,499

United Kingdom - 0.4%

John Wood Group PLC

37,299

484,274

Mondi PLC

26,300

444,079

TOTAL UNITED KINGDOM

928,353

United States of America - 1.0%

InvenSense, Inc. (a)

39,890

702,862

Sohu.com, Inc. (a)

11,800

930,194

Universal Display Corp. (a)(d)

15,990

512,160

TOTAL UNITED STATES OF AMERICA

2,145,216

TOTAL COMMON STOCKS

(Cost $160,893,643)


193,054,731

Nonconvertible Preferred Stocks - 4.5%

Shares

Value

Brazil - 1.6%

Alpargatas Sa (PN)

91,300

$ 587,850

Banco do Estado Rio Grande do Sul SA

159,900

1,103,853

Braskem SA (PN-A)

88,500

708,783

Companhia Paranaense de Energia-Copel (PN-B)

2,060

29,232

Lojas Americanas SA (PN)

127,210

934,431

TOTAL BRAZIL

3,364,149

Chile - 0.2%

Embotelladora Andina SA Class A

82,942

345,243

Korea (South) - 1.2%

Hyundai Motor Co. Series 2

13,380

1,407,070

Samsung Electronics Co. Ltd.

1,281

1,044,322

TOTAL KOREA (SOUTH)

2,451,392

Russia - 1.5%

Sberbank (Savings Bank of the Russian Federation)

810,000

1,876,913

Surgutneftegaz JSC

1,645,000

1,183,939

TOTAL RUSSIA

3,060,852

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $7,636,560)


9,221,636

Government Obligations - 0.1%

 

Principal Amount

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 10/3/13 to 11/29/13 (e)
(Cost $219,995)

$ 220,000


219,996

Money Market Funds - 3.4%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

3,957,416

$ 3,957,416

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

3,006,973

3,006,973

TOTAL MONEY MARKET FUNDS

(Cost $6,964,389)


6,964,389

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $175,714,587)

209,460,752

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(2,194,044)

NET ASSETS - 100%

$ 207,266,708

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

37 NYSE E-mini MSCI Emerging Markets Index Contracts

Dec. 2013

$ 1,817,995

$ (8,580)

 

The face value of futures purchased as a percentage of net assets is 0.9%

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 $199,997.

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

$ 22,611

Fidelity Securities Lending Cash Central Fund

41,302

Total

$ 63,913

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, 2013, 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

$ 17,180,888

$ 17,161,819

$ 19,069

$ -

Consumer Staples

17,328,922

17,328,922

-

-

Energy

20,209,663

19,607,977

601,686

-

Financials

53,193,208

50,036,603

2,836,017

320,588

Health Care

3,688,547

3,688,547

-

-

Industrials

15,938,577

15,938,577

-

-

Information Technology

32,069,113

27,630,041

4,439,072

-

Materials

21,508,532

20,876,788

631,744

-

Telecommunication Services

15,011,644

12,791,162

2,220,482

-

Utilities

6,147,273

5,231,522

915,751

-

Government Obligations

219,996

-

219,996

-

Money Market Funds

6,964,389

6,964,389

-

-

Total Investments in Securities:

$ 209,460,752

$ 197,256,347

$ 11,883,817

$ 320,588

Derivative Instruments:

Liabilities

Futures Contracts

$ (8,580)

$ (8,580)

$ -

$ -

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, 2013. 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)

$ -

$ (8,580)

Total Value of Derivatives

$ -

$ (8,580)

 

 

 

(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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,331,009) - See accompanying schedule:

Unaffiliated issuers (cost $168,750,198)

$ 202,496,363

 

Fidelity Central Funds (cost $6,964,389)

6,964,389

 

Total Investments (cost $175,714,587)

 

$ 209,460,752

Foreign currency held at value (cost $138,138)

 

138,053

Receivable for investments sold

2,018,220

Receivable for fund shares sold

18,851

Dividends receivable

397,927

Distributions receivable from Fidelity Central Funds

2,096

Other receivables

170,208

Total assets

212,206,107

 

 

 

Liabilities

Payable to custodian bank

$ 53,999

Payable for investments purchased

1,581,511

Payable for fund shares redeemed

175,463

Distributions payable

22

Payable for daily variation margin for derivative instruments

23,680

Other payables and accrued expenses

97,751

Collateral on securities loaned, at value

3,006,973

Total liabilities

4,939,399

 

 

 

Net Assets

$ 207,266,708

Net Assets consist of:

 

Paid in capital

$ 173,596,026

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

33,670,682

Net Assets, for 1,043,383 shares outstanding

$ 207,266,708

Net Asset Value, offering price and redemption price per share ($207,266,708 ÷ 1,043,383 shares)

$ 198.65

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

Annual Report

Statement of Operations

  

Year ended September 30, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 12,131,000

Interest

 

1,619

Income from Fidelity Central Funds

 

63,913

Income before foreign taxes withheld

 

12,196,532

Less foreign taxes withheld

 

(1,244,160)

Total income

 

10,952,372

 

 

 

Expenses

Custodian fees and expenses

$ 585,882

Independent directors' compensation

2,931

Interest

16,394

Total expenses before reductions

605,207

Expense reductions

(3,510)

601,697

Net investment income (loss)

10,350,675

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(12,033,339)

Foreign currency transactions

(95,585)

Futures contracts

(29,407)

Total net realized gain (loss)

 

(12,158,331)

Change in net unrealized appreciation (depreciation) on:

Investment securities

5,693,600

Assets and liabilities in foreign currencies

(25,156)

Futures contracts

(8,580)

Total change in net unrealized appreciation (depreciation)

 

5,659,864

Net gain (loss)

(6,498,467)

Net increase (decrease) in net assets resulting from operations

$ 3,852,208

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, 2013

Year ended
September 30, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 10,350,675

$ 5,937,273

Net realized gain (loss)

(12,158,331)

(10,780,593)

Change in net unrealized appreciation (depreciation)

5,659,864

57,579,691

Net increase (decrease) in net assets resulting
from operations

3,852,208

52,736,371

Distributions to partners from net investment income

(10,195,667)

(5,351,380)

Affiliated share transactions
Proceeds from sales of shares

512,065,644

70,313,244

Reinvestment of distributions

10,171,475

5,347,118

Cost of shares redeemed

(530,139,174)

(152,217,044)

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

(7,902,055)

(76,556,682)

Total increase (decrease) in net assets

(14,245,514)

(29,171,691)

 

 

 

Net Assets

Beginning of period

221,512,222

250,683,913

End of period

$ 207,266,708

$ 221,512,222

Other Affiliated Information

Shares

Sold

2,600,483

379,412

Issued in reinvestment of distributions

51,539

28,699

Redeemed

(2,741,389)

(780,586)

Net increase (decrease)

(89,367)

(372,475)

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 195.55

$ 166.54

$ 204.65

$ 169.41

$ 100.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  4.54

  4.14

  3.61

  3.41

  2.43

Net realized and unrealized gain (loss)

  3.55 G

  28.97

  (38.40)

  34.39

  69.31

Total from investment operations

  8.09

  33.11

  (34.79)

  37.80

  71.74

Distributions to partners from net investment income

  (4.99)

  (4.10)

  (3.32)

  (2.56)

  (2.33)

Net asset value, end of period

$ 198.65

$ 195.55

$ 166.54

$ 204.65

$ 169.41

Total Return B, C

  4.21%

  20.04%

  (17.34)%

  22.50%

  72.46%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  .13%

  .16%

  .12%

  .12%

  .12% A

Expenses net of fee waivers, if any

  .13%

  .16%

  .12%

  .12%

  .12% A

Expenses net of all reductions

  .13%

  .16%

  .12%

  .12%

  .12% A

Net investment income (loss)

  2.24%

  2.19%

  1.67%

  1.86%

  2.34% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 207,267

$ 221,512

$ 250,684

$ 394,562

$ 181,660

Portfolio turnover rate F

  183%

  103%

  126%

  104%

  94% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

G 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.

H For the period December 9, 2008 (commencement of operations) to September 30, 2009.

I 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. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. 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, 2013

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 FMR 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 FMR.

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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 and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

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 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Gross unrealized appreciation

$ 39,808,649

Gross unrealized depreciation

(8,112,370)

Net unrealized appreciation (depreciation) on securities and other investments

$ 31,696,279

 

 

Tax Cost

$ 177,764,473

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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.

Annual Report

Notes to Financial Statements - continued

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(29,407) and a change in net unrealized appreciation (depreciation) of $(8,580) 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 $782,229,418 and $791,306,646, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), 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 FMRC, FMR pays FMRC 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 $8,391 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, 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

$ 24,156,200

.37%

$ 5,013

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Notes to Financial Statements - continued

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. At period end, there were no security loans outstanding with FCM. 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 $41,302, including $2,148 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The 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. The average loan balance during the period for which loans were outstanding amounted to $99,573,143. The weighted average interest rate was .59%. The interest expense amounted to $11,381 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. 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 $2,931.

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 $579.

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10. 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 an FMR affiliate 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, 2013, 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 and for the period from December 9, 2008 (commencement of operations) to September 30, 2009. 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 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 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, 2013, 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, 2013, 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 and for the period from December 9, 2008 (commencement of operations) to September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 12, 2013

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and executive 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, Ronald P. O'Hanley, Ned C. Lautenbach, and William S. Stavropoulos, each of the Trustees oversees 172 funds. Mr. Curvey oversees 395 funds. Mr. O'Hanley, Mr. Lautenbach, and Mr. Stavropoulos each oversees 246 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 of the trust and the fund (as defined in the 1940 Act) (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 executive 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.

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In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. 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

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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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 Executive Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

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.

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 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.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as 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).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

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.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

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.

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 and 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, 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 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 2013 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.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity Management & Research Company (FMR) 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 the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 FMR or its affiliates 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 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, FMR 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 FMR 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.

Annual Report

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 surrounding the mathematical accuracy of fund profitability and its conformity to 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 FMR 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 FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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, 2013

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. © 2013 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-1113
1.814672.108


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, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Floating Rate Central Fund

7.19%

9.94%

6.55%

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: Relative to other fixed-income sectors, floating-rate bank loans performed well for the 12 months ending September 30, 2013, as they were one of the few asset classes to post a positive return against the backdrop of negative performance in most U.S. and non-U.S. investment-grade categories. For the year, the S&P®/LSTA Leveraged Performing Loan Index gained 5.07%, rising in all but two months of the period, with January and July being particularly strong. Steady new issuance and refinancing activity were more than matched by robust demand for leveraged-loan securities, particularly from mutual funds and collateralized loan obligations - securities in which business loans are pooled to create a diversified income stream. Rising interest rates helped spur investors' appetite for bank-loan securities, given that their coupons - or stated interest rates - move higher as shorter-term rates rise. Leveraged-loan mutual funds accounted for about 31% of the market at period end, up from 16% at the end of 2012, while assets under management expanded by 60% during the past 12 months. Supply increased during the period's second half due to a surge in merger-and-acquisition activity, which included several high-profile multibillion-dollar leveraged buyout deals.

Comments from Eric Mollenhauer, Portfolio Manager of Fidelity® Floating Rate Central Fund: For the year, the fund returned 7.19%, outpacing the S&P®/LSTA Leveraged Performing Loan Index. Relative to the index, the fund's outperformance was fueled by strong overall security selection, particularly within utilities, telecommunications, publishing, chemicals/plastics and lodging/casinos. Driven by optimism about the market and the U.S. economy, my strategy of overweighting lower-quality B-rated credits and underweighting more-conservative BB-rated issues also bolstered relative performance. There were few areas of significant weakness. The fund's cash position slightly detracted in a rising market, as did a lighter-than-benchmark allocation to the strong-performing radio and television industry. Top individual contributors included a sizable overweighting in telecom provider FairPoint Communications, along with investments in resort operator Kerzner International, Netherlands-based chemicals producer LyondellBasell Industries and trade show company Advanstar. Kerzner and LyondellBasell were not part of the index. The primary detractors were an underweighting in radio and TV firm Clear Channel Communications, and not owning publishing companies and index components SuperMedia and Dex One, all of which performed well. An overweighting in telecom company Avaya also nicked the fund's relative return.

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, 2013 to September 30, 2013).

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, 2013

Ending
Account Value
September 30, 2013

Expenses Paid
During Period
*
April 1, 2013
to September 30, 2013

Actual

.0004%

$ 1,000.00

$ 1,020.40

$ -

Hypothetical A

 

$ 1,000.00

$ 1,025.07

$ -

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, 2013

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

First Data Corp.

3.1

3.4

TXU Energy LLC

2.6

2.9

H.J. Heinz Co.

2.0

2.1

Avaya, Inc.

2.0

2.7

Digicel International Finance Ltd.

1.7

2.1

 

11.4

Top Five Market Sectors as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

14.6

15.3

Electric Utilities

7.3

5.7

Telecommunications

7.1

10.2

Healthcare

7.0

6.4

Energy

6.5

6.4

Quality Diversification (% of fund's net assets)

As of September 30, 2013

As of March 31, 2013

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BBB 1.9%

 

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BBB 0.4%

 

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BB 27.1%

 

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BB 25.2%

 

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B 49.0%

 

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B 48.8%

 

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CCC,CC,C 8.1%

 

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CCC,CC,C 7.1%

 

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Not Rated 7.2%

 

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Not Rated 11.5%

 

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Equities 1.0%

 

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Equities 0.9%

 

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Short-Term
Investments and
Net Other Assets 5.7%

 

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Short-Term
Investments and
Net Other Assets 6.1%

 

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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, 2013*

As of March 31, 2013**

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Floating Rate
Loans 90.2%

 

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Floating Rate
Loans 88.8%

 

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Nonconvertible
Bonds 3.1%

 

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Nonconvertible
Bonds 4.2%

 

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Common Stocks 1.0%

 

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Common Stocks 0.9%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 5.7%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 6.1%

 

* Foreign investments

11.1%

 

** Foreign investments

10.3%

 

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Annual Report


Investments September 30, 2013

Showing Percentage of Net Assets

Floating Rate Loans (f) - 90.2%

 

Principal Amount

Value

Air Transportation - 1.1%

Delta Air Lines, Inc. Tranche B 1LN, term loan 4.25% 4/20/17 (e)

$ 2,669,157

$ 2,669,157

Northwest Airlines Corp.:

Tranche A, term loan 2% 12/31/18 (e)

2,464,089

2,266,962

Tranche B, term loan 3.75% 12/22/13 (e)

660,689

649,127

U.S. Airways, Inc. Tranche B 1LN, term loan 4.25% 5/23/19 (e)

5,250,000

5,210,625

United Air Lines, Inc. Tranche B, term loan 4% 3/22/19 (e)

3,412,850

3,425,648

 

14,221,519

Automotive - 0.9%

Affinia Group, Inc. Tranche B 2LN, term loan 4.75% 4/11/20 (e)

1,600,988

1,600,988

Chrysler Group LLC Tranche B, term loan 4.25% 5/24/17 (e)

1,974,820

1,987,162

Federal-Mogul Corp.:

Tranche B, term loan 2.1164% 12/27/14 (e)

3,692,718

3,618,864

Tranche C, term loan 2.1175% 12/27/15 (e)

1,883,879

1,846,202

Tower Automotive Holdings U.S.A. LLC Tranche B, term loan 4.75% 4/23/20 (e)

2,992,500

2,996,241

 

12,049,457

Broadcasting - 1.7%

Clear Channel Capital I LLC Tranche B, term loan 3.8291% 1/29/16 (e)

6,031,131

5,654,185

Media Holdco, LP Tranche B, term loan 7.25% 7/23/18 (e)

7,969,775

7,989,699

NEP/NCP Holdco, Inc. Tranche 2LN, term loan 9.5% 7/22/20 (e)

485,714

493,000

Univision Communications, Inc. term loan 4.5% 3/1/20 (e)

8,334,565

8,272,056

 

22,408,940

Building Materials - 0.6%

American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 3/27/20 (e)

3,475,000

3,470,656

Continental Building Products Tranche B 1LN, term loan 4.5% 8/28/20 (e)

1,485,000

1,473,863

Livingston International, Inc. Tranche B1 1LN, term loan 5% 4/16/19 (e)

3,775,538

3,756,660

 

8,701,179

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Cable TV - 3.1%

Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (e)

$ 6,964,646

$ 6,964,646

Charter Communications Operating LLC Tranche F, term loan 3% 1/3/21 (e)

6,982,500

6,921,403

CSC Holdings LLC Tranche B, term loan 2.6791% 4/17/20 (e)

6,982,500

6,904,296

Kabel Deutschland GmbH Tranche F, term loan 3.25% 2/1/19 (e)

4,167,000

4,162,375

RCN Telecom Services, LLC Tranche B, term loan 5.25% 3/1/20 (e)

5,031,809

5,046,905

UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (e)

3,600,000

3,568,500

WideOpenWest Finance LLC Tranche B, term loan 4.75% 4/1/19 (e)

8,527,150

8,569,786

 

42,137,911

Capital Goods - 0.5%

Doncasters PLC:

Tranche B 1LN, term loan 5.5% 4/9/20 (e)

4,527,250

4,561,204

Tranche B 2LN, term loan 9.5% 10/9/20 (e)

2,135,000

2,118,988

 

6,680,192

Chemicals - 2.5%

Ai Chem & Cy U.S. Acquico, Inc.:

Tranche 2LN, term loan 8.25% 4/3/20 (e)

1,670,000

1,711,750

Tranche B 1LN, term loan 4.5% 10/3/19 (e)

2,289,263

2,289,263

Cyanco Intermediate Corp. Tranche B, term loan 5.5% 5/1/20 (e)

2,460,034

2,466,184

Edwards Ltd. Tranche B, term loan 4.75% 3/22/20 (e)

981,389

981,389

Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/11/18 (e)

6,357,007

6,372,900

INEOS U.S. Finance LLC Tranche B, term loan 4% 5/4/18 (e)

7,397,080

7,304,616

Tronox Pigments (Netherlands) B.V. Tranche B, term loan 4.5% 3/19/20 (e)

8,812,913

8,856,977

U.S. Coatings Acquisition, Inc. Tranche B, term loan 4.75% 2/1/20 (e)

4,267,709

4,278,378

 

34,261,457

Consumer Products - 2.4%

Calceus Acquisition, Inc. Tranche B 1LN, term loan 2/1/20

4,000,000

3,990,000

KIK Custom Products, Inc. Tranche B 1LN, term loan 5.5% 4/29/19 (e)

6,344,100

6,201,358

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Consumer Products - continued

Revlon Consumer Products Corp. term loan 4% 8/19/19 (e)

$ 3,000,000

$ 2,985,000

Spotless Holdings Ltd.:

Tranche 1LN, term loan 5% 9/24/20 (e)

4,320,000

4,330,800

Tranche 2LN, term loan 8.75% 2/24/21 (e)

3,000,000

3,015,000

Sun Products Corp. Tranche B, term loan 5.5% 3/23/20 (e)

6,616,950

6,335,729

Wilsonart LLC Tranche B, term loan 4% 10/31/19 (e)

5,731,689

5,645,714

 

32,503,601

Containers - 1.6%

Berlin Packaging,LLC Tranche 2LN, term loan 8.75% 3/28/20 (e)

1,935,000

1,939,838

Clondalkin Acquisition BV:

Tranche 2LN, term loan 10% 11/30/20 (e)

2,000,000

1,930,000

Tranche B 1LN, term loan 5.75% 5/31/20 (e)

3,990,000

4,009,950

Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (e)

4,261,950

4,272,605

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.75% 9/28/18 (e)

6,912,607

6,912,607

Tricorbraun, Inc. Tranche B, term loan 4% 4/30/18 (e)

2,098,800

2,095,295

 

21,160,295

Diversified Financial Services - 3.4%

AlixPartners LLP Tranche 2LN, term loan 9% 7/10/21 (e)

3,500,000

3,570,000

American Capital Ltd. Tranche B, term loan 4% 8/22/16 (e)

1,827,500

1,827,500

Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (e)

2,470,000

2,482,350

Fly Funding II Sarl Tranche B, term loan 4.5% 8/9/18 (e)

3,673,975

3,692,345

Flying Fortress, Inc. term loan 3.5% 6/30/17 (e)

1,666,667

1,662,500

HarbourVest Partners LLC Tranche B, term loan 4.75% 11/21/17 (e)

6,289,994

6,329,307

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (e)

2,442,725

2,470,206

Sheridan Investment Partners I, LLC:

Tranche B 2LN, term loan 5% 10/1/19 (e)

6,905,075

6,905,075

Tranche B, term loan 4.75% 10/1/18 (e)

1,975,000

1,975,000

Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (e)

9,567,500

9,603,378

TPF II LC LLC Tranche B, term loan 6.5% 8/21/19 (e)

3,990,000

3,994,988

TransUnion LLC Tranche B, term loan 4.25% 2/10/19 (e)

1,590,462

1,598,415

 

46,111,064

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Diversified Media - 0.9%

Advanstar Communications, Inc.:

Tranche 2LN, term loan 9.5% 6/6/20 (e)

$ 1,000,000

$ 1,003,750

Tranche B 1LN, term loan 5.5% 4/29/19 (e)

6,965,000

6,886,644

WMG Acquisition Corp. term loan 3.75% 7/1/20 (e)

4,005,000

3,984,975

 

11,875,369

Electric Utilities - 7.1%

Alinta Energy Finance Pty. Ltd. Tranche B, term loan:

0.5% 8/13/19 (e)(h)

429,825

412,632

6.375% 8/13/19 (e)

6,570,175

6,307,368

Calpine Corp. Tranche B 3LN, term loan 4% 10/9/19 (e)

4,786,650

4,786,650

Dynegy, Inc. Tranche B 2LN, term loan 4% 4/23/20 (e)

2,885,077

2,881,471

EquiPower Resources Holdings LLC:

Tranche B 1LN, term loan 4.25% 12/21/18 (e)

2,856,475

2,856,475

Tranche C, term loan 4.25% 12/31/19 (e)

2,927,663

2,927,663

Essential Power LLC Tranche B, term loan 4.25% 8/8/19 (e)

7,896,239

7,876,499

InterGen NV Tranche B, term loan 5.5% 6/13/20 (e)

7,506,188

7,468,657

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (e)

7,975,408

7,995,347

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (e)

6,580,000

6,563,550

Topaz Power Holdings, LLC Tranche B, term loan 5.25% 2/26/20 (e)

5,270,175

5,257,000

TXU Energy LLC Tranche B, term loan:

3.7097% 10/10/14 (e)

8,502,894

5,760,711

4.7097% 10/10/17 (e)

44,904,000

30,254,054

USIC Holdings, Inc. Tranche B, term loan 4.75% 7/10/20 (e)

1,596,000

1,596,000

Windsor Financing, LLC Tranche B, term loan 6.25% 12/5/17 (e)

2,703,532

2,771,120

 

95,715,197

Energy - 6.4%

Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (e)

3,972,757

4,101,872

Atlas Energy LP Tranche B, term loan 6.5% 7/31/19 (e)

795,000

803,944

Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (e)

10,075,000

10,239,223

Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)

3,773,500

3,782,934

EP Energy LLC term loan 4.5% 4/30/19 (e)

750,000

750,000

Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (e)

4,593,333

4,558,883

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Energy - continued

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/25/20 (e)

$ 8,000,000

$ 8,000,000

Tranche B 1LN, term loan 3.875% 9/25/18 (e)

3,435,000

3,430,706

GIM Channelview Cogeneration LLC Tranche B, term loan 4.25% 5/8/20 (e)

1,446,375

1,451,799

LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (e)

3,790,536

3,828,442

MRC Global, Inc. Tranche B, term loan 6% 11/9/19 (e)

2,965,581

2,980,409

Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (e)

2,683,275

2,683,275

Panda Sherman Power, LLC term loan 9% 9/14/18 (e)

11,080,000

11,190,800

Panda Temple Power, LLC term loan 7.25% 4/3/19 (e)

2,710,000

2,747,263

Race Point Power Tranche B, term loan 7.75% 1/11/18 (e)

3,560,486

3,560,486

Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (e)

4,174,684

4,148,593

Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)

4,390,000

4,390,000

State Class Tankers LLC Tranche B, term loan 6.75% 6/20/20 (e)

5,065,000

5,065,000

Vantage Drilling Co. Tranche B, term loan:

5.75% 3/28/19 (e)

2,562,125

2,590,949

6.25% 10/25/17 (e)

5,486,250

5,486,250

 

85,790,828

Environmental - 1.4%

ADS Waste Holdings, Inc. Tranche B, term loan 4.25% 10/9/19 (e)

6,451,250

6,443,186

Phoenix Services Tranche B, term loan 7.75% 6/30/17 (e)

3,622,625

3,631,682

Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (e)

8,810,725

8,590,457

 

18,665,325

Food & Drug Retail - 3.6%

Albertson's LLC:

Tranche B 1LN, term loan 4.25% 3/21/16 (e)

1,950,200

1,950,200

Tranche B 2LN, term loan 4.75% 3/21/19 (e)

3,522,470

3,504,858

Fairway Group Acquisition Co. Tranche B, term loan 5% 8/17/18 (e)

4,396,775

4,407,767

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (e)

4,733,018

4,543,697

Grocery Outlet, Inc.:

Tranche 2LN, term loan 10.5% 6/17/19 (e)

1,586,087

1,613,843

Tranche B 1LN, term loan 5.5% 12/17/18 (e)

4,508,766

4,508,766

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Food & Drug Retail - continued

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (e)

$ 6,982,500

$ 6,895,219

PRA Holdings, Inc. Tranche B, term loan 5% 9/18/20 (e)

4,000,000

3,970,000

Rite Aid Corp.:

Tranche 1LN, term loan 4% 2/21/20 (e)

2,631,775

2,638,354

Tranche 2 LN2, term loan 4.875% 6/21/21 (e)

4,000,000

4,000,000

Tranche 2LN, term loan 5.75% 8/21/20 (e)

1,555,000

1,586,100

Smart & Final, Inc. Tranche B, term loan 4.5% 11/15/19 (e)

5,611,736

5,583,677

Smart and Final CC Intermediate Holdings, Inc. Tranche 2LN, term loan 10.5% 11/15/20 (e)

1,371,282

1,384,995

Sprouts Farmers Market LLC Tranche B, term loan 4% 4/12/20 (e)

2,482,161

2,494,572

 

49,082,048

Food/Beverage/Tobacco - 3.4%

AdvancePierre Foods, Inc.:

Tranche 1LN, term loan 5.75% 7/10/17 (e)

1,985,000

1,999,888

Tranche 2LN, term loan 9.5% 10/10/17 (e)

1,935,000

1,964,025

Arysta Lifescience SPC LLC:

Tranche B 1LN, term loan 4.5% 5/29/20 (e)

3,990,000

3,980,025

Tranche B 2LN, term loan 8.25% 11/30/20 (e)

2,000,000

1,992,500

CTI Foods Holdings Co. LLC Tranche 1LN, term loan 4.5% 6/28/20 (e)

4,000,000

3,950,000

H.J. Heinz Co. Tranche B 2LN, term loan 3.5% 6/7/20 (e)

27,431,250

27,431,250

OSI Restaurant Partners LLC Tranche B, term loan 3.5% 10/26/19 (e)

3,865,875

3,846,546

 

45,164,234

Gaming - 4.7%

Affinity Gaming LLC Tranche B, term loan 5.5% 11/9/17 (e)

1,050,346

1,060,849

CBAC Borrower LLC Tranche B, term loan 8.25% 7/2/20 (e)

5,895,000

6,042,375

Centaur Acquisition LLC Tranche 1LN, term loan 5.25% 2/20/19 (e)

4,402,875

4,419,386

Fantasy Springs Resort Casino term loan 12% 8/6/12 (c)(e)

4,979,371

3,883,909

Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)

12,210,000

12,759,450

Harrah's Entertainment, Inc.:

Tranche B 4LN, term loan 9.5% 10/31/16 (e)

5,660,384

5,639,441

Tranche B 6LN, term loan 5.4341% 1/28/18 (e)

5,530,183

5,018,641

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Gaming - continued

MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (e)

$ 6,714,263

$ 6,680,691

Shingle Springs Tribal Gaming Authority Tranche B, term loan 6.25% 8/29/19 (e)

760,000

754,300

Station Casinos LLC Tranche B, term loan 5% 2/19/20 (e)

11,584,450

11,657,432

Stockbridge SBE Holdings LLC Tranche B, term loan 13% 5/2/17 (e)

2,754,167

2,946,958

Twin River Management Group, Inc. Tranche B, term loan 5.25% 11/10/18 (e)

2,157,860

2,179,439

 

63,042,871

Healthcare - 7.0%

Apria Healthcare Group, Inc. Tranche B, term loan 6.75% 4/5/20 (e)

4,269,300

4,296,197

BioScrip, Inc.:

Tranche B, term loan 6.5% 7/31/20 (e)

893,750

871,406

Tranche DD, term loan 6.5% 7/31/20 (e)

536,250

522,844

Carestream Health, Inc. Tranche B 1LN, term loan 5% 6/7/19 (e)

4,937,500

4,956,016

Community Health Systems, Inc. term loan 3.7602% 1/25/17 (e)

7,071,399

7,071,399

DJO Finance LLC Tranche B, term loan 4.75% 9/15/17 (e)

893,250

897,716

Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)

4,738,217

4,524,997

Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (e)

5,106,668

5,106,668

Genesis HealthCare Corp. Tranche B, term loan 10% 12/4/17 (e)

5,871,795

5,974,552

Grifols, Inc. Tranche B, term loan 4.25% 6/1/17 (e)

2,427,659

2,439,798

HCA, Inc. Tranche B 5LN, term loan 2.9981% 3/31/17 (e)

18,630,000

18,607,644

HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (e)

4,521,801

4,408,756

Hologic, Inc. Tranche B, term loan 3.75% 8/1/19 (e)

1,596,195

1,598,190

Ikaria Acquisition, Inc. Tranche B 1LN, term loan 7.25% 7/3/18 (e)

3,110,625

3,110,625

IMS Health, Inc. Tranche B 1LN, term loan 3.75% 9/1/17 (e)

1,843,502

1,841,290

MModal, Inc. Tranche B, term loan 7.5% 8/17/19 (e)

8,716,084

8,280,280

Sheridan Healthcare, Inc. Tranche 2LN, term loan 9% 6/29/19 (e)

2,590,000

2,590,000

U.S. Renal Care, Inc.:

Tranche 2LN, term loan 8.5% 7/3/20 (e)

1,092,000

1,094,730

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Healthcare - continued

U.S. Renal Care, Inc.: - continued

Tranche B 1LN, term loan 5.25% 7/3/19 (e)

$ 650,000

$ 656,500

Valeant Pharmaceuticals International Tranche E, term loan 4.5% 8/5/20 (e)

15,100,888

15,176,392

 

94,026,000

Homebuilders/Real Estate - 0.7%

Realogy Corp.:

Credit-Linked Deposit 3.1963% 10/10/13 (e)

1,217,091

1,217,091

Credit-Linked Deposit 4.4463% 10/10/16 (e)

102,477

102,477

Realogy Group LLC Tranche B, term loan 4.5% 3/5/20 (e)

8,104,275

8,144,796

 

9,464,364

Hotels - 1.5%

Four Seasons Holdings, Inc.:

Tranche 2LN, term loan 6.25% 12/27/20 (e)

1,655,000

1,688,100

Tranche B 1LN, term loan 4.25% 6/27/20 (e)

3,765,000

3,793,238

Hilton Worldwide Finance, LLC Tranche B, term loan 4% 9/23/20 (e)

15,000,000

14,962,500

 

20,443,838

Insurance - 0.9%

Asurion LLC Tranche B 1LN, term loan 4.5% 5/24/19 (e)

9,735,677

9,638,320

CNO Financial Group, Inc. Tranche B 2LN, term loan 3.75% 9/28/18 (e)

2,336,540

2,333,619

 

11,971,939

Leisure - 1.4%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 5.25% 4/22/16 (e)

3,926,802

3,956,253

Equinox Holdings, Inc.:

Tranche 2LN, term loan 9.75% 8/1/20 (e)

2,400,000

2,430,000

Tranche B 1LN, term loan 4.5005% 2/1/20 (e)

6,173,975

6,189,410

Great Wolf Resorts, Inc. Tranche B, term loan 4.5% 8/6/20 (e)

1,995,000

1,995,000

Town Sports International LLC Tranche B, term loan 5.75% 5/11/18 (e)

4,075,438

4,106,004

 

18,676,667

Metals/Mining - 4.2%

Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (e)

3,980,000

3,766,075

Ameriforge Group, Inc.:

Tranche B 1LN, term loan 5% 1/25/20 (e)

2,535,838

2,535,838

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Metals/Mining - continued

Ameriforge Group, Inc.: - continued

Tranche B 2LN, term loan 8.75% 1/25/21 (e)

$ 1,530,000

$ 1,542,439

Arch Coal, Inc. Tranche B, term loan 5.75% 5/16/18 (e)

9,163,916

8,888,998

Fairmount Minerals Ltd. Tranche B 2LN, term loan 5% 9/5/19 (e)

2,470,000

2,470,000

Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)

21,762,632

21,817,038

Murray Energy Corp. Tranche B, term loan 4.75% 5/17/19 (e)

2,992,500

2,988,759

Oxbow Carbon LLC Tranche 2LN, term loan 8% 1/19/20 (e)

2,000,000

2,020,000

Pact Group (U.S.A.), Inc. Tranche B, term loan 3.75% 5/29/20 (e)

3,162,075

3,142,312

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

7,000,000

6,921,250

 

56,092,709

Publishing/Printing - 2.2%

Cenveo Corp. Tranche B, term loan 6.25% 4/5/20 (e)

1,039,775

1,044,974

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)

5,706,875

5,106,226

Houghton Mifflin Harcourt Publishing Co. term loan 5.25% 5/22/18 (e)

2,201,475

2,201,475

McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 9% 3/18/19 (e)

11,338,025

11,493,923

Quad/Graphics, Inc. Tranche B, term loan 4% 7/26/18 (e)

2,741,470

2,727,763

Springer Science+Business Media Deutschland GmbH Tranche B 2LN, term loan 5% 8/14/20 (e)

7,645,000

7,597,219

 

30,171,580

Restaurants - 0.9%

Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)

1,875,040

1,879,728

Landry's Restaurants, Inc. Tranche B, term loan 4.75% 4/24/18 (e)

3,644,153

3,666,929

NPC International, Inc. Tranche B, term loan 4.5% 12/28/18 (e)

2,734,897

2,734,897

Playa Resorts Holding BV Tranche B, term loan 4.75% 8/9/19 (e)

3,240,000

3,256,200

 

11,537,754

Services - 2.1%

Brickman Group Holdings, Inc. Tranche B 3LN, term loan 4% 9/28/18 (e)

2,580,000

2,580,000

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Services - continued

Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (e)

$ 2,942,763

$ 2,935,406

Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (e)

3,370,000

3,386,850

KAR Auction Services, Inc. Tranche B, term loan 3.75% 5/8/17 (e)

1,783,677

1,790,366

Laureate Education, Inc. Tranche B, term loan 5.25% 6/16/18 (e)

8,517,578

8,517,578

Nexeo Solutions LLC Tranche B, term loan 5% 9/9/17 (e)

4,681,192

4,610,975

SourceHOV LLC:

Tranche 2LN, term loan 8.75% 4/30/19 (e)

1,635,000

1,643,175

Tranche B 1LN, term loan 5.25% 4/30/18 (e)

2,179,538

2,190,435

 

27,654,785

Shipping - 1.2%

American Commercial Lines, Inc. Tranche B, term loan 7.5% 9/20/19 (e)

8,370,700

8,098,652

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (e)

5,000,000

5,000,000

Swift Transportation Co. LLC Tranche B 2LN, term loan 4% 12/21/17 (e)

2,660,000

2,663,458

 

15,762,110

Specialty Retailing - 0.2%

Dave & Buster's Holdings, Inc. Tranche B, term loan 4.5% 6/1/16 (e)

2,870,025

2,877,200

Super Retail - 2.7%

Academy Ltd. Tranche B, term loan 4.5% 8/3/18 (e)

3,404,384

3,412,894

BJ's Wholesale Club, Inc.:

Tranche 1LN, term loan 4.25% 9/26/19 (e)

3,171,077

3,155,222

Tranche 2LN, term loan 9.75% 3/26/20 (e)

1,890,000

1,923,075

JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (e)

6,982,500

6,764,297

Michaels Stores, Inc. Tranche B, term loan 3.75% 1/28/20 (e)

3,311,700

3,303,421

PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (e)

3,639,757

3,639,757

Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (e)

7,000,000

6,939,100

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)

7,454,347

7,472,983

 

36,610,749

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Technology - 13.3%

Activision Blizzard, Inc. Tranche B, term loan 3.25% 9/12/20 (e)

$ 7,000,000

$ 6,991,600

Ancestry.com, Inc.:

Tranche B 2LN, term loan 4.25% 5/15/18 (e)

1,129,500

1,123,853

Tranche B, term loan 5.25% 12/28/18 (e)

8,142,637

8,162,994

Avaya, Inc.:

Tranche B 3LN, term loan 4.7621% 10/26/17 (e)

20,604,787

18,389,772

Tranche B 5LN, term loan 8% 3/31/18 (e)

2,508,293

2,373,472

BMC Software Finance, Inc. Tranche B, term loan:

5% 9/10/20 (e)

1,980,000

1,965,150

5% 9/10/20 (e)

16,750,000

16,708,125

Ceridian Corp. Tranche B, term loan 4.4293% 5/9/17 (e)

2,840,718

2,840,718

CompuCom Systems, Inc. Tranche B, term loan 4.25% 5/9/20 (e)

2,279,288

2,239,400

Datapipe, Inc. Tranche B 1LN, term loan 5.75% 3/7/19 (e)

3,835,725

3,835,725

Fibertech Networks, LLC Tranche B, term loan 4.5% 12/18/19 (e)

4,287,600

4,298,319

First Data Corp.:

term loan:

4.1795% 3/24/17 (e)

22,896,917

22,811,054

4.1795% 3/24/18 (e)

13,497,000

13,395,773

Tranche B, term loan 4.1795% 9/24/18 (e)

5,500,000

5,458,750

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 5% 3/1/20 (e)

8,420,081

8,430,606

Generac Power Systems, Inc. Tranche B, term loan 3.5% 5/31/20 (e)

3,400,000

3,366,000

Information Resources, Inc. Tranche B, term loan 4.75% 9/26/20 (e)

3,410,000

3,410,000

ION Trading Technologies Ltd.:

Tranche 1LN, term loan 4.5% 5/22/20 (e)

2,563,575

2,563,575

Tranche 2LN, term loan 8.25% 5/22/21 (e)

3,152,420

3,160,301

Kronos, Inc.:

Tranche 2LN, term loan 9.75% 4/24/20 (e)

15,840,000

16,394,400

Tranche B 1LN, term loan 4.5% 10/30/19 (e)

3,952,419

3,962,300

Lawson Software, Inc. Tranche B 2LN, term loan 5.25% 4/5/18 (e)

8,998,066

9,032,259

NXP BV:

Tranche A 1LN, term loan 4.5% 3/4/17 (e)

15,911,860

16,090,868

Tranche C, term loan 4.75% 1/11/20 (e)

1,280,325

1,293,128

 

178,298,142

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Telecommunications - 6.6%

Alcatel-Lucent U.S.A., Inc. Tranche C, term loan 5.75% 1/30/19 (e)

$ 10,050,443

$ 10,075,569

Altice Financing SA Tranche B, term loan 5.3986% 6/24/19 (e)(h)

10,000,000

9,825,000

Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (e)

2,307,563

2,301,794

Crown Castle Operating Co. Tranche B, term loan 3.25% 1/31/19 (e)

4,061,528

4,016,039

Digicel International Finance Ltd.:

Tranche D 1LN, term loan 3.75% 3/31/17 (e)

5,510,000

5,523,775

Tranche D, term loan 3.75% 3/31/15 (e)

17,220,114

17,220,114

DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (e)

1,378,075

1,374,630

FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (e)

20,561,675

20,613,079

Integra Telecom Holdings, Inc.:

Tranche 2LN, term loan 9.75% 2/14/20 (e)

1,415,000

1,436,225

Tranche B, term loan 5.25% 2/22/19 (e)

2,452,725

2,464,989

Level 3 Financing, Inc. Tranche B 3LN, term loan 4% 8/1/19 (e)

9,285,000

9,273,858

LTS Buyer LLC:

Tranche 1LN, term loan 4.5% 4/11/20 (e)

3,775,538

3,775,538

Tranche 2LN, term loan 8% 4/11/21 (e)

685,000

691,850

 

88,592,460

TOTAL FLOATING RATE LOANS

(Cost $1,200,286,531)


1,211,751,784

Nonconvertible Bonds - 3.1%

 

Broadcasting - 0.1%

Clear Channel Communications, Inc. 9% 12/15/19

1,807,000

1,770,860

Building Materials - 0.2%

CEMEX SA de CV 5.2481% 9/30/15 (d)(e)

2,500,000

2,562,500

Diversified Financial Services - 0.2%

MU Finance PLC 8.375% 2/1/17 (d)

2,142,481

2,271,030

Electric Utilities - 0.2%

Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc. 10% 12/1/20 (d)

1,985,000

2,084,250

Energy - 0.1%

Offshore Group Investment Ltd. 7.125% 4/1/23

1,650,000

1,608,750

Nonconvertible Bonds - continued

 

Principal Amount

Value

Gaming - 0.2%

Harrah's Operating Co., Inc. 11.25% 6/1/17

$ 2,274,000

$ 2,308,110

Homebuilders/Real Estate - 0.2%

Realogy Corp. 7.625% 1/15/20 (d)

2,607,000

2,906,805

Publishing/Printing - 0.1%

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

1,320,000

1,399,200

Technology - 1.3%

Avaya, Inc. 10.5% 3/1/21 (d)

6,534,833

5,293,215

Freescale Semiconductor, Inc. 4.1294% 12/15/14 (e)

11,433,000

11,347,253

Spansion LLC 7.875% 11/15/17

1,314,000

1,363,275

 

18,003,743

Telecommunications - 0.5%

Altice Financing SA 7.875% 12/15/19 (d)

725,000

764,875

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (d)

2,159,000

2,258,854

Clearwire Escrow Corp. 12% 12/1/15 (d)

3,041,000

3,181,646

 

6,205,375

TOTAL NONCONVERTIBLE BONDS

(Cost $38,715,973)


41,120,623

Common Stocks - 1.0%

Shares

 

Chemicals - 0.5%

LyondellBasell Industries NV Class A

83,592

6,121,442

Hotels - 0.2%

Kerzner International Holdings Ltd.:

warrants 4/27/22 (a)(g)

108,836

1

warrants 4/27/22 (a)(g)

111,801

1

warrants 4/27/22 (a)(g)

88,302

1

Class A (a)(g)

3,314,545

3,198,536

 

3,198,539

Publishing/Printing - 0.3%

Tribune Co. Class A (a)

56,422

3,559,664

Telecommunications - 0.0%

FairPoint Communications, Inc. (a)

51,778

494,480

TOTAL COMMON STOCKS

(Cost $6,432,487)


13,374,125

Other - 0.0%

Shares

Value

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 - 3.9%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)
(Cost $51,779,056)

51,779,056


51,779,056

TOTAL INVESTMENT PORTFOLIO - 98.2%

(Cost $1,297,259,482)

1,318,071,023

NET OTHER ASSETS (LIABILITIES) - 1.8%

24,552,519

NET ASSETS - 100%

$ 1,342,623,542

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 $22,722,375 or 1.7% of net assets.

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

(f) Remaining maturities of floating rate loans 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) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,198,539 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Kerzner International Holdings Ltd. warrants: 4/27/22

4/27/12

$ 0

4/27/22

4/27/12

$ 0

4/27/22

4/27/12

$ 0

Kerzner International Holdings Ltd. Class A

4/27/12

$ 1,195,848

(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 $1,443,456 and $1,408,525, respectively. The coupon rate will be determined at time of settlement.

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

$ 145,298

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 6,758,203

$ 3,559,664

$ -

$ 3,198,539

Materials

6,121,442

6,121,442

-

-

Telecommunication Services

494,480

494,480

-

-

Floating Rate Loans

1,211,751,784

-

1,157,903,340

53,848,444

Corporate Bonds

41,120,623

-

41,120,623

-

Other

45,435

-

-

45,435

Money Market Funds

51,779,056

51,779,056

-

-

Total Investments in Securities:

$ 1,318,071,023

$ 61,954,642

$ 1,199,023,963

$ 57,092,418

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Floating Rate Loans

Beginning Balance

$ 3,869,368

Net Realized Gain (Loss) on Investment Securities

400,709

Net Unrealized Gain (Loss) on Investment Securities

(374,548)

Cost of Purchases

14,927,681

Proceeds of Sales

(14,356,320)

Amortization/Accretion

764,032

Transfers into Level 3

48,617,522

Transfers out of Level 3

-

Ending Balance

$ 53,848,444

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2013

$ (374,548)

Investments in Securities:

Other Investments in Securities

Beginning Balance

$ 3,198,568

Net Realized Gain (Loss) on Investment Securities

485

Net Unrealized Gain (Loss) on Investment Securities

-

Cost of Purchases

45,406

Proceeds of Sales

(485)

Amortization/Accretion

-

Transfers into Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 3,243,974

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2013

$ -

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 into Level 3 were attributable to a lack of observable market data resulting from decreases in market activity, decreases in liquidity, security restructurings or corporate actions. Transfers out of Level 3 were attributable to observable market data becoming available for those securities. 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

88.9%

Netherlands

3.7%

Australia

2.1%

Luxembourg

1.3%

United Kingdom

1.1%

Others (Individually Less Than 1%)

2.9%

 

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, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,245,480,426)

$ 1,266,291,967

 

Fidelity Central Funds (cost $51,779,056)

51,779,056

 

Total Investments (cost $1,297,259,482)

 

$ 1,318,071,023

Cash

 

11,622,562

Receivable for investments sold

71,077,386

Receivable for fund shares sold

26,297

Dividends receivable

35,527

Interest receivable

7,178,560

Distributions receivable from Fidelity Central Funds

4,181

Total assets

1,408,015,536

 

 

 

Liabilities

Payable for investments purchased

$ 62,962,822

Payable for fund shares redeemed

352,709

Distributions payable

2,075,255

Other payables and accrued expenses

1,208

Total liabilities

65,391,994

 

 

 

Net Assets

$ 1,342,623,542

Net Assets consist of:

 

Paid in capital

$ 1,321,812,001

Net unrealized appreciation (depreciation) on investments

20,811,541

Net Assets, for 12,619,434 shares outstanding

$ 1,342,623,542

Net Asset Value, offering price and redemption price per share ($1,342,623,542 ÷ 12,619,434 shares)

$ 106.39

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 230,518

Interest

 

87,605,251

Income from Fidelity Central Funds

 

145,298

Total income

 

87,981,067

 

 

 

Expenses

Custodian fees and expenses

$ 7,299

Independent directors' compensation

8,949

Total expenses before reductions

16,248

Expense reductions

(18,155)

(1,907)

Net investment income (loss)

87,982,974

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

33,491,063

Change in net unrealized appreciation (depreciation) on investment securities

(20,151,181)

Net gain (loss)

13,339,882

Net increase (decrease) in net assets resulting from operations

$ 101,322,856

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 87,982,974

$ 139,149,949

Net realized gain (loss)

33,491,063

38,719,455

Change in net unrealized appreciation (depreciation)

(20,151,181)

140,340,469

Net increase (decrease) in net assets resulting
from operations

101,322,856

318,209,873

Distributions to partners from net investment income

(74,284,584)

(107,043,145)

Affiliated share transactions
Proceeds from sales of shares

162,807,597

583,933,736

Reinvestment of distributions

48,879,555

57,967,793

Cost of shares redeemed

(482,226,653)

(2,053,581,013)

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

(270,539,501)

(1,411,679,484)

Total increase (decrease) in net assets

(243,501,229)

(1,200,512,756)

 

 

 

Net Assets

Beginning of period

1,586,124,771

2,786,637,527

End of period

$ 1,342,623,542

$ 1,586,124,771

Other Affiliated Information

Shares

Sold

1,543,725

5,793,910

Issued in reinvestment of distributions

461,350

574,103

Redeemed

(4,558,996)

(20,428,601)

Net increase (decrease)

(2,553,921)

(14,060,588)

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 104.53

$ 95.32

$ 96.75

$ 90.83

$ 84.80

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  6.526

  6.830

  6.265

  5.664

  5.517

Net realized and unrealized gain (loss)

  .838

  7.686

  (3.149)

  4.046

  4.831

Total from investment operations

  7.364

  14.516

  3.116

  9.710

  10.348

Distributions to partners from net investment income

  (5.504)

  (5.306)

  (4.546)

  (3.790)

  (4.318)

Net asset value, end of period

$ 106.39

$ 104.53

$ 95.32

$ 96.75

$ 90.83

Total Return A

  7.19%

  15.56%

  3.09%

  10.88%

  13.45%

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)

  6.15%

  6.79%

  6.26%

  6.02%

  7.21%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,342,624

$ 1,586,125

$ 2,786,638

$ 2,820,838

$ 2,967,766

Portfolio turnover rate D

  90%

  47% G

  57%

  40%

  36%

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, 2013

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 FMR 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 FMR.

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:

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. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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 hierarchy. 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

Notes to Financial Statements - continued

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 restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally 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, 2013, 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. 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 and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

accretion of discount on debt securities. 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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Gross unrealized appreciation

$ 42,661,943

Gross unrealized depreciation

(5,834,452)

Net unrealized appreciation (depreciation) on securities and other investments

$ 36,827,491

 

 

Tax Cost

$ 1,281,243,532

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans. 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.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $1,213,812,780 and $1,444,410,713, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), 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 FMRC, FMR pays FMRC 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,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

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 $8,949.

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 $9,206.

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 an FMR affiliate 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, 2013, 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 are we engaged to perform, an audit of its 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 internals 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, 2013, by correspondence with custodians, agent banks, and brokers; where replies were not received from agent banks and brokers, we performed other auditing procedures. We believe 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, 2013, 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 15, 2013

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and executive 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 172 funds. Mr. Curvey oversees 395 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 246 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 of the trust and the fund (as defined in the 1940 Act) (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 executive 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.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. 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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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 Executive Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

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.

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 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.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

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 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).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

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.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

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.

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 and 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, 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 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 2013 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.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity Management & Research Company (FMR) 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 the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

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 FMR or its affiliates 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 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, FMR 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 FMR 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 surrounding the mathematical accuracy of fund profitability and its conformity to 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 FMR 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 FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

Annual Report

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® High Income
Central Fund 1

Annual Report

September 30, 2013

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. © 2013 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-1113
1.807405.108


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, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity ® High Income Central Fund 1

6.46%

11.59%

8.18%

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.

hhp471836

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted a solid gain for the 12 months ending September 30, 2013, despite a volatile second half of the period. For the year, The BofA Merrill LynchSM US High Yield Constrained Index rose 7.09%. Prior to May, high yield had enjoyed a strong multiyear run, buoyed by a low default rate, robust investor demand for yield within a very low interest rate environment, a modestly improving U.S. economy, solid corporate business fundamentals and unprecedented monetary support from central banks worldwide. In late May, however, U.S. Federal Reserve Chairman Ben Bernanke indicated the central bank was considering tapering its monetary stimulus program (quantitative easing). In response, U.S. Treasury yields spiked and investors withdrew assets from high-yield bond funds. June brought continued volatility due to uncertainty about future Fed policy, but this concern abated in July and the backdrop stabilized. The calm proved to be short-lived, however. In August, economic optimism sparked renewed questions concerning how long the Fed would maintain its accommodative stance, as speculation swirled about who would replace Bernanke when his term expires in January 2014. Other factors spooking the markets during the period included a possible U.S. military strike in Syria and escalating fear of a debt-ceiling battle in Congress.

Comments from Matthew Conti, Portfolio Manager of Fidelity® High Income Central Fund 1: For the year, the fund gained 6.46%, trailing the BofA Merrill Lynch index. Relative to the index, the fund was hurt by security selection, especially in metals/mining, technology and food/drug retail. Positioning in banks/thrifts also hampered results, as did our cash position. The biggest individual detractor was an outsized stake in Utah-based mineral exploration company Boart Longyear. I underweighted broadcasting firm Clear Channel Communications because I felt the radio industry was in decline, but a refinancing helped these bonds outperform, thereby hurting the fund. It also was a negative to avoid strong-performing index component Lloyds Banking Group, a retail bank based in the U.K. The fund lost ground with Ford Motor Credit, which didn't keep up with the market rally after the automaker's finance unit was upgraded to investment grade. Ford Motor Credit was not held at period end. Conversely, the fund meaningfully benefited from good picks in energy and utilities, as well as an overweighting in food/drug retail. Individual contributors included an overweighting in drugstore retailer Rite Aid, which was lifted by higher distribution and consumer use of generic drugs. Lastly, it was a good call to avoid textbook publisher and index member Cengage Learning, which faced a difficult business environment.

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, 2013 to September 30, 2013).

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, 2013

Ending
Account Value
September 30, 2013

Expenses Paid
During Period
*
April 1, 2013
to September 30, 2013

Actual

.0023%

$ 1,000.00

$ 1,007.10

$ .01

Hypothetical A

 

$ 1,000.00

$ 1,025.06

$ .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, 2013

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Rite Aid Corp.

2.5

3.3

Mirant Americas Generation LLC

1.7

1.8

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

1.5

1.1

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA

1.4

1.2

CCO Holdings LLC/CCO Holdings Capital Corp.

1.4

2.3

 

8.5

Top Five Market Sectors as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

13.1

12.5

Technology

8.5

4.9

Telecommunications

7.5

9.8

Electric Utilities

5.7

7.6

Healthcare

5.4

4.5

Quality Diversification (% of fund's net assets)

As of September 30, 2013

As of March 31, 2013

hhp471838

BBB 1.9%

 

hhp471838

BBB 1.6%

 

hhp471841

BB 32.8%

 

hhp471841

BB 34.6%

 

hhp471844

B 45.5%

 

hhp471844

B 44.8%

 

hhp471847

CCC,CC,C 16.8%

 

hhp471847

CCC,CC,C 13.4%

 

hhp471850

Not Rated 0.1%

 

hhp471850

Not Rated 0.9%

 

hhp471853

Equities 0.4%

 

hhp471853

Equities 1.0%

 

hhp471856

Short-Term
Investments and
Net Other Assets 2.5%

 

hhp471856

Short-Term
Investments and
Net Other Assets 3.7%

 

hhp471859

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, 2013*

As of March 31, 2013**

hhp471838

Nonconvertible
Bonds 94.2%

 

hhp471838

Nonconvertible
Bonds 88.6%

 

hhp471863

Convertible Bonds, Preferred Stocks 0.0%

 

hhp471865

Convertible Bonds, Preferred Stocks 0.6%

 

hhp471867

Common Stocks 0.4%

 

hhp471867

Common Stocks 0.4%

 

hhp471870

Floating Rate Loans 2.5%

 

hhp471870

Floating Rate Loans 6.5%

 

hhp471873

Other Investments 0.4%

 

hhp471873

Other Investments 0.2%

 

hhp471856

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

 

hhp471856

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.7%

 

* Foreign investments

22.0%

 

** Foreign investments

19.0%

 

hhp471878

Annual Report


Investments September 30, 2013

Showing Percentage of Net Assets

Nonconvertible Bonds - 94.2%

 

Principal Amount

Value

Aerospace - 1.5%

GenCorp, Inc. 7.125% 3/15/21 (d)

$ 280,000

$ 293,300

TransDigm, Inc.:

5.5% 10/15/20

3,135,000

3,072,300

7.5% 7/15/21 (d)

1,190,000

1,279,250

Triumph Group, Inc. 4.875% 4/1/21

1,570,000

1,511,125

 

6,155,975

Air Transportation - 2.7%

Air Canada 6.625% 5/15/18 (d)

1,390,000

1,373,737

American Airlines, Inc. pass-thru certificates Series 2013-1B Class B, 5.625% 1/15/21 (d)

200,000

192,500

Continental Airlines, Inc.:

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

1,581,056

1,731,256

6.125% 4/29/18 (d)

190,000

193,325

9.25% 5/10/17

323,892

354,662

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

6.375% 7/2/17

1,010,000

1,047,875

6.75% 5/23/17

1,010,000

1,060,500

8.021% 8/10/22

875,252

949,649

8.954% 8/10/14

212,009

215,189

Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17

137,837

142,386

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

825,000

790,969

U.S. Airways pass-thru certificates Series 2012-2C, 5.45% 6/3/18

940,000

883,600

U.S. Airways pass-thru Trust Series 2013-1 Class B, 5.375% 5/15/23

190,000

180,500

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

Class B, 7.336% 7/2/19

552,228

574,317

9.75% 1/15/17

731,351

831,912

12% 1/15/16 (d)

205,241

231,922

United Continental Holdings, Inc. 6.375% 6/1/18

80,000

81,400

 

10,835,699

Automotive - 3.4%

American Axle & Manufacturing, Inc. 6.25% 3/15/21

1,240,000

1,277,200

Chrysler Group LLC/CG Co-Issuer, Inc.:

8% 6/15/19

2,985,000

3,298,425

8.25% 6/15/21

375,000

420,000

Dana Holding Corp.:

5.375% 9/15/21

315,000

309,488

6% 9/15/23

315,000

312,638

6.5% 2/15/19

685,000

727,813

Nonconvertible Bonds - continued

 

Principal Amount

Value

Automotive - continued

Dana Holding Corp.: - continued

6.75% 2/15/21

$ 1,535,000

$ 1,630,938

General Motors Co.:

3.5% 10/2/18 (d)

975,000

972,563

6.25% 10/2/43 (d)

1,020,000

1,004,700

General Motors Financial Co., Inc.:

3.25% 5/15/18 (d)

1,050,000

1,021,125

4.25% 5/15/23 (d)

205,000

187,319

4.75% 8/15/17 (d)

1,250,000

1,293,750

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

1,390,000

1,456,025

 

13,911,984

Banks & Thrifts - 1.1%

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

2,020,000

2,010,971

Barclays Bank PLC 7.625% 11/21/22

1,900,000

1,885,750

Synovus Financial Corp.:

5.125% 6/15/17

200,000

202,500

7.875% 2/15/19

415,000

465,838

 

4,565,059

Broadcasting - 1.6%

AMC Networks, Inc. 4.75% 12/15/22

2,195,000

2,052,325

Clear Channel Communications, Inc. 5.5% 12/15/16

865,000

657,400

Sirius XM Radio, Inc.:

5.75% 8/1/21 (d)

1,000,000

995,000

5.875% 10/1/20 (d)

1,070,000

1,079,363

Starz LLC/Starz Finance Corp. 5% 9/15/19

1,540,000

1,524,600

 

6,308,688

Building Materials - 2.7%

Building Materials Corp. of America:

6.75% 5/1/21 (d)

555,000

596,625

6.875% 8/15/18 (d)

1,155,000

1,234,406

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

1,310,000

1,336,200

HD Supply, Inc.:

7.5% 7/15/20 (d)

2,520,000

2,611,350

8.125% 4/15/19

175,000

194,250

Headwaters, Inc. 7.625% 4/1/19

760,000

798,000

Masco Corp. 5.95% 3/15/22

720,000

754,200

Texas Industries, Inc. 9.25% 8/15/20

2,425,000

2,667,500

USG Corp. 9.75% 1/15/18

500,000

578,750

 

10,771,281

Nonconvertible Bonds - continued

 

Principal Amount

Value

Cable TV - 3.7%

Cablevision Systems Corp. 7.75% 4/15/18

$ 795,000

$ 890,400

CCO Holdings LLC/CCO Holdings Capital Corp.:

6.5% 4/30/21

2,690,000

2,730,350

7% 1/15/19

2,710,000

2,869,213

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

1,235,000

1,259,700

Cogeco Cable, Inc. 4.875% 5/1/20 (d)

190,000

181,450

DISH DBS Corp. 4.25% 4/1/18

1,560,000

1,561,950

Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (d)

710,000

781,000

Lynx I Corp. 5.375% 4/15/21 (d)

310,000

302,250

Lynx II Corp. 6.375% 4/15/23 (d)

200,000

199,000

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

1,005,000

979,875

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:

5.5% 1/15/23 (d)

605,000

573,238

7.5% 3/15/19 (d)

415,000

448,200

UPCB Finance V Ltd. 7.25% 11/15/21 (d)

595,000

648,550

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

1,530,000

1,598,850

 

15,024,026

Capital Goods - 0.6%

Amsted Industries, Inc. 8.125% 3/15/18 (d)

915,000

969,900

JB Poindexter & Co., Inc. 9% 4/1/22 (d)

1,515,000

1,590,750

 

2,560,650

Chemicals - 2.9%

Ashland, Inc. 3.875% 4/15/18

830,000

819,625

Axiall Corp. 4.875% 5/15/23 (d)

500,000

473,750

Eagle Spinco, Inc. 4.625% 2/15/21 (d)

300,000

288,000

INEOS Finance PLC 8.375% 2/15/19 (d)

1,665,000

1,835,663

Kinove German Bondco GmbH 9.625% 6/15/18 (d)

1,304,000

1,440,920

LSB Industries, Inc. 7.75% 8/1/19 (d)

355,000

368,313

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

855,000

850,725

Rockwood Specialties Group, Inc. 4.625% 10/15/20

1,670,000

1,678,350

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

2,890,000

2,868,325

Tronox Finance LLC 6.375% 8/15/20

1,105,000

1,093,950

 

11,717,621

Nonconvertible Bonds - continued

 

Principal Amount

Value

Consumer Products - 0.3%

First Quality Finance Co., Inc. 4.625% 5/15/21 (d)

$ 1,130,000

$ 1,025,475

Containers - 2.9%

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

7% 11/15/20 (d)

1,510,000

1,449,600

7.375% 10/15/17 (d)

200,000

213,750

Ball Corp. 4% 11/15/23

870,000

780,825

BOE Intermediate Holding Corp. 9.75% 11/1/17 pay-in-kind (d)

580,000

584,265

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

3,150,000

2,882,250

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

7.875% 8/15/19

500,000

550,000

8.5% 5/15/18 (c)

1,995,000

2,084,775

9.875% 8/15/19

2,850,000

3,092,250

 

11,637,715

Diversified Financial Services - 4.2%

Aircastle Ltd.:

6.25% 12/1/19

640,000

676,800

9.75% 8/1/18

915,000

1,011,075

CIT Group, Inc.:

5% 8/1/23

1,045,000

1,011,738

5.375% 5/15/20

835,000

864,225

5.5% 2/15/19 (d)

1,280,000

1,344,000

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

6% 8/1/20 (d)

2,040,000

2,040,000

7.75% 1/15/16

1,875,000

1,935,938

8% 1/15/18

1,870,000

1,958,825

ILFC E-Capital Trust II 6.25% 12/21/65 (d)(g)

580,000

527,800

International Lease Finance Corp.:

3.875% 4/15/18

910,000

879,288

5.875% 4/1/19

1,140,000

1,186,872

6.25% 5/15/19

900,000

945,000

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

1,070,000

1,072,675

SLM Corp.:

5.5% 1/15/19

655,000

648,619

8% 3/25/20

460,000

496,800

8.45% 6/15/18

460,000

518,650

 

17,118,305

Nonconvertible Bonds - continued

 

Principal Amount

Value

Diversified Media - 1.4%

Clear Channel Worldwide Holdings, Inc.:

6.5% 11/15/22

$ 925,000

$ 938,875

6.5% 11/15/22

1,820,000

1,856,400

MDC Partners, Inc. 6.75% 4/1/20 (d)

320,000

324,000

Nielsen Finance LLC/Nielsen Finance Co. 4.5% 10/1/20

910,000

875,875

Quebecor Media, Inc. 5.75% 1/15/23

1,950,000

1,837,875

 

5,833,025

Electric Utilities - 5.7%

Atlantic Power Corp. 9% 11/15/18

2,830,000

2,844,150

Dolphin Subsidiary II, Inc. 6.5% 10/15/16

1,810,000

1,918,600

GenOn Energy, Inc.:

9.5% 10/15/18

1,060,000

1,192,500

9.875% 10/15/20

460,000

507,150

Mirant Americas Generation LLC:

8.5% 10/1/21

2,710,000

2,872,600

9.125% 5/1/31

3,730,000

3,916,500

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

4,815,000

5,055,750

Otter Tail Corp. 9% 12/15/16

1,115,000

1,297,581

Puget Energy, Inc.:

5.625% 7/15/22

440,000

466,830

6.5% 12/15/20

510,000

570,417

The AES Corp.:

4.875% 5/15/23

475,000

444,125

7.375% 7/1/21

2,060,000

2,266,000

 

23,352,203

Energy - 12.7%

Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23

765,000

719,100

Antero Resources Finance Corp. 7.25% 8/1/19

780,000

822,900

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

1,195,000

1,195,000

Chesapeake Energy Corp.:

5.375% 6/15/21

685,000

683,288

6.125% 2/15/21

3,795,000

3,937,313

6.875% 11/15/20

490,000

529,200

Chesapeake Midstream Partners LP/CHKM Finance Corp.:

5.875% 4/15/21

290,000

297,975

6.125% 7/15/22

705,000

724,388

Chesapeake Oilfield Operating LLC 6.625% 11/15/19 (c)

2,610,000

2,655,675

Nonconvertible Bonds - continued

 

Principal Amount

Value

Energy - continued

Crestwood Midstream Partners LP/Finance Corp. 7.75% 4/1/19

$ 590,000

$ 619,500

Denbury Resources, Inc.:

4.625% 7/15/23

820,000

750,300

6.375% 8/15/21

1,285,000

1,365,313

Edgen Murray Corp. 8.75% 11/1/20 (d)

470,000

477,050

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

1,670,000

1,653,300

Energy Partners Ltd. 8.25% 2/15/18

810,000

854,550

Energy Transfer Equity LP 7.5% 10/15/20

1,425,000

1,524,750

EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22

990,000

1,074,150

Everest Acquisition LLC/Everest Acquisition Finance, Inc.:

6.875% 5/1/19

1,370,000

1,462,475

9.375% 5/1/20

1,915,000

2,154,375

Expro Finance Luxembourg SCA 8.5% 12/15/16 (d)

1,622,000

1,701,073

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

1,770,000

1,778,850

Forest Oil Corp.:

7.25% 6/15/19

540,000

540,000

7.5% 9/15/20

1,515,000

1,507,425

Gibson Energy, Inc. 6.75% 7/15/21 (d)

1,015,000

1,047,988

Hornbeck Offshore Services, Inc.:

5% 3/1/21

660,000

631,950

5.875% 4/1/20

330,000

333,300

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20 (d)

1,160,000

1,160,000

Offshore Group Investment Ltd.:

7.125% 4/1/23

505,000

492,375

7.5% 11/1/19

1,985,000

2,089,213

Oil States International, Inc. 6.5% 6/1/19

1,480,000

1,568,800

Pacific Drilling SA 5.375% 6/1/20 (d)

1,600,000

1,560,000

Petroleum Geo-Services ASA 7.375% 12/15/18 (d)

1,345,000

1,459,325

Precision Drilling Corp.:

6.5% 12/15/21

125,000

130,625

6.625% 11/15/20

1,630,000

1,723,725

Samson Investment Co. 10.25% 2/15/20 (d)

2,980,000

3,158,800

SemGroup Corp. 7.5% 6/15/21 (d)

1,655,000

1,688,100

Targa Resources Partners LP/Targa Resources Partners Finance Corp.:

4.25% 11/15/23 (d)

645,000

583,725

5.25% 5/1/23 (d)

690,000

676,200

6.375% 8/1/22

244,000

253,760

Nonconvertible Bonds - continued

 

Principal Amount

Value

Energy - continued

Targa Resources Partners LP/Targa Resources Partners Finance Corp.: - continued

6.875% 2/1/21

$ 455,000

$ 485,713

7.875% 10/15/18

1,360,000

1,468,800

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

245,000

246,225

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

600,000

588,000

Whiting Petroleum Corp. 5% 3/15/19

1,370,000

1,373,425

 

51,747,999

Entertainment/Film - 0.5%

Cinemark U.S.A., Inc. 4.875% 6/1/23

430,000

395,600

NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 5% 8/1/18 (d)

870,000

887,400

Regal Entertainment Group 5.75% 6/15/23

770,000

725,725

 

2,008,725

Environmental - 1.5%

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

1,410,000

1,487,550

Clean Harbors, Inc. 5.125% 6/1/21

2,300,000

2,222,375

Covanta Holding Corp. 7.25% 12/1/20

1,235,000

1,324,291

Tervita Corp.:

8% 11/15/18 (d)

415,000

416,556

9.75% 11/1/19 (d)

550,000

503,250

 

5,954,022

Food & Drug Retail - 3.4%

ESAL GmbH 6.25% 2/5/23 (d)

2,560,000

2,259,200

Hawk Acquisition Sub, Inc. 4.25% 10/15/20 (d)

1,315,000

1,254,181

Rite Aid Corp.:

6.75% 6/15/21 (d)

1,720,000

1,786,650

9.25% 3/15/20

7,670,000

8,705,421

 

14,005,452

Food/Beverage/Tobacco - 1.1%

Barry Callebaut Services NV 5.5% 6/15/23 (d)

1,230,000

1,235,363

BI-LO LLC/BI-LO Finance Corp. 8.625% 9/15/18 pay-in-kind (d)(g)

395,000

400,925

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

430,000

442,900

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

7.25% 6/1/21 (d)

870,000

861,300

8.25% 2/1/20 (d)

1,410,000

1,484,025

 

4,424,513

Nonconvertible Bonds - continued

 

Principal Amount

Value

Gaming - 2.7%

Ameristar Casinos, Inc. 7.5% 4/15/21

$ 1,480,000

$ 1,609,500

MCE Finance Ltd. 5% 2/15/21 (d)

1,260,000

1,209,600

MGM Mirage, Inc.:

6.75% 10/1/20

1,600,000

1,680,000

8.625% 2/1/19

1,110,000

1,276,500

11.375% 3/1/18

1,145,000

1,457,013

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

8% 10/1/20 (d)(f)

905,000

894,819

11% 10/1/21 (d)(f)

905,000

875,588

PNK Finance Corp. 6.375% 8/1/21 (d)

750,000

765,000

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

395,000

379,200

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375% 3/15/22

745,000

748,725

 

10,895,945

Healthcare - 5.4%

Community Health Systems, Inc.:

5.125% 8/15/18

1,020,000

1,037,850

8% 11/15/19

1,810,000

1,898,238

DaVita, Inc. 5.75% 8/15/22

820,000

810,775

DJO Finance LLC/DJO Finance Corp.:

7.75% 4/15/18

595,000

589,050

8.75% 3/15/18

855,000

929,813

9.875% 4/15/18

255,000

270,300

Emergency Medical Services Corp. 8.125% 6/1/19

980,000

1,058,400

HCA, Inc.:

7.875% 2/15/20

340,000

366,563

8% 10/1/18

760,000

874,000

HealthSouth Corp. 7.25% 10/1/18

3,125,000

3,367,188

Legend Acquisition Sub, Inc. 10.75% 8/15/20 (d)

840,000

672,000

MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21

1,130,000

1,189,325

Omega Healthcare Investors, Inc.:

6.75% 10/15/22

70,000

75,250

7.5% 2/15/20

270,000

293,625

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18

1,854,000

1,993,050

Tenet Healthcare Corp.:

6% 10/1/20 (d)

415,000

424,338

8.125% 4/1/22 (d)

915,000

955,031

Nonconvertible Bonds - continued

 

Principal Amount

Value

Healthcare - continued

Valeant Pharmaceuticals International 6.875% 12/1/18 (d)

$ 2,275,000

$ 2,405,813

VPI Escrow Corp. 6.375% 10/15/20 (d)

1,190,000

1,237,600

VPII Escrow Corp. 6.75% 8/15/18 (d)

1,245,000

1,332,150

 

21,780,359

Homebuilders/Real Estate - 2.7%

CB Richard Ellis Services, Inc. 6.625% 10/15/20

1,344,000

1,434,720

D.R. Horton, Inc.:

3.625% 2/15/18

1,330,000

1,310,050

4.375% 9/15/22

610,000

555,100

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

810,000

815,063

Lennar Corp.:

4.125% 12/1/18

1,330,000

1,270,150

6.95% 6/1/18

1,160,000

1,278,900

Standard Pacific Corp. 8.375% 5/15/18

2,750,000

3,107,500

Toll Brothers Finance Corp. 4.375% 4/15/23

1,095,000

1,004,663

 

10,776,146

Hotels - 0.2%

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (d)(f)

785,000

786,963

Insurance - 0.1%

Hockey Merger Sub 2, Inc. 7.875% 10/1/21 (d)(f)

610,000

610,763

Leisure - 1.8%

Cedar Fair LP/Magnum Management Corp. 5.25% 3/15/21 (d)

595,000

568,225

NCL Corp. Ltd. 5% 2/15/18 (d)

2,590,000

2,583,525

Royal Caribbean Cruises Ltd.:

5.25% 11/15/22

1,955,000

1,896,350

7.25% 6/15/16

1,420,000

1,586,850

7.5% 10/15/27

530,000

559,150

 

7,194,100

Metals/Mining - 3.0%

Alpha Natural Resources, Inc.:

6% 6/1/19

755,000

630,425

6.25% 6/1/21

75,000

61,500

Boart Longyear Management Pty Ltd.:

7% 4/1/21 (d)

2,305,000

1,705,700

10% 10/1/18 (d)

915,000

924,150

CONSOL Energy, Inc.:

8% 4/1/17

585,000

621,563

8.25% 4/1/20

800,000

858,000

Nonconvertible Bonds - continued

 

Principal Amount

Value

Metals/Mining - continued

FMG Resources (August 2006) Pty Ltd.:

6.375% 2/1/16 (d)

$ 1,755,000

$ 1,794,488

7% 11/1/15 (d)

2,385,000

2,456,550

New Gold, Inc. 6.25% 11/15/22 (d)

1,650,000

1,604,625

Walter Energy, Inc.:

8.5% 4/15/21 (d)

1,410,000

1,177,350

9.5% 10/15/19 (d)

270,000

279,450

 

12,113,801

Paper - 0.5%

Sappi Papier Holding GmbH:

6.625% 4/15/21 (d)

1,520,000

1,413,600

7.75% 7/15/17 (d)

745,000

774,800

 

2,188,400

Publishing/Printing - 1.0%

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

2,095,000

2,220,700

R.R. Donnelley & Sons Co.:

7% 2/15/22

320,000

321,600

7.25% 5/15/18

675,000

745,875

8.25% 3/15/19

665,000

738,150

 

4,026,325

Restaurants - 0.3%

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

1,060,000

1,118,300

Services - 3.4%

Air Lease Corp. 4.75% 3/1/20

140,000

137,550

APX Group, Inc.:

6.375% 12/1/19 (d)

1,945,000

1,838,025

8.75% 12/1/20 (d)

715,000

702,488

ARAMARK Corp. 5.75% 3/15/20 (d)

790,000

797,900

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

1,050,000

1,071,000

Bankrate, Inc. 6.125% 8/15/18 (d)

1,085,000

1,082,288

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

3,130,000

3,309,975

Hertz Corp.:

4.25% 4/1/18 (d)

840,000

825,300

6.75% 4/15/19

1,135,000

1,200,263

The Geo Group, Inc. 5.875% 1/15/22 (d)(f)

1,280,000

1,264,000

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

1,410,000

1,494,600

 

13,723,389

Nonconvertible Bonds - continued

 

Principal Amount

Value

Shipping - 0.8%

Aguila 3 SA 7.875% 1/31/18 (d)

$ 1,330,000

$ 1,389,850

Navios Maritime Holdings, Inc.:

8.125% 2/15/19

425,000

421,813

8.875% 11/1/17

1,340,000

1,400,300

Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19

110,000

118,250

 

3,330,213

Steel - 1.6%

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

2,750,000

2,688,125

Severstal Columbus LLC 10.25% 2/15/18

1,705,000

1,811,563

Steel Dynamics, Inc.:

5.25% 4/15/23 (d)

175,000

164,938

6.125% 8/15/19

1,930,000

2,012,025

 

6,676,651

Super Retail - 1.4%

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

1,560,000

1,602,900

Claire's Stores, Inc. 7.75% 6/1/20 (d)

400,000

391,000

Netflix, Inc. 5.375% 2/1/21 (d)

2,235,000

2,218,238

The Bon-Ton Department Stores, Inc. 8% 6/15/21

1,650,000

1,542,750

 

5,754,888

Technology - 7.8%

ADT Corp. 6.25% 10/15/21 (d)

415,000

421,225

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

1,815,000

1,883,063

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

1,130,000

1,042,425

Ceridian Corp. 11.25% 11/15/15

1,645,000

1,661,450

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

1,185,000

1,167,225

First Data Corp.:

7.375% 6/15/19 (d)

550,000

578,875

8.25% 1/15/21 (d)

540,000

557,550

12.625% 1/15/21

1,730,000

1,903,000

Flextronics International Ltd. 4.625% 2/15/20

1,205,000

1,168,850

IAC/InterActiveCorp 4.75% 12/15/22

2,915,000

2,681,800

Lucent Technologies, Inc.:

6.45% 3/15/29

1,715,000

1,449,175

6.5% 1/15/28

865,000

722,275

NCR Corp. 4.625% 2/15/21

1,295,000

1,214,063

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

1,995,000

1,885,275

NXP BV/NXP Funding LLC:

3.75% 6/1/18 (d)

3,730,000

3,636,750

5.75% 2/15/21 (d)

1,060,000

1,075,900

Nonconvertible Bonds - continued

 

Principal Amount

Value

Technology - continued

Sanmina-SCI Corp. 7% 5/15/19 (d)

$ 2,180,000

$ 2,294,450

Seagate HDD Cayman 4.75% 6/1/23 (d)

655,000

630,438

SoftBank Corp. 4.5% 4/15/20 (d)

1,005,000

965,805

Spansion LLC 7.875% 11/15/17

1,445,000

1,499,188

VeriSign, Inc. 4.625% 5/1/23 (d)

360,000

338,400

Viasystems, Inc. 7.875% 5/1/19 (d)

515,000

547,188

WideOpenWest Finance LLC/WideOpenWest Capital Corp.:

10.25% 7/15/19

1,095,000

1,188,075

13.375% 10/15/19

910,000

1,030,575

 

31,543,020

Telecommunications - 7.4%

Alcatel-Lucent U.S.A., Inc. 8.875% 1/1/20 (d)

515,000

543,325

Altice Financing SA 7.875% 12/15/19 (d)

1,170,000

1,234,350

Altice Finco SA 9.875% 12/15/20 (d)

1,545,000

1,664,738

Digicel Group Ltd.:

6% 4/15/21 (d)

2,255,000

2,108,425

7% 2/15/20 (d)

200,000

198,250

8.25% 9/1/17 (d)

2,560,000

2,665,600

DigitalGlobe, Inc. 5.25% 2/1/21 (d)

2,280,000

2,177,400

Intelsat Jackson Holdings SA:

7.25% 4/1/19

1,590,000

1,701,300

7.5% 4/1/21

1,780,000

1,922,400

Intelsat Luxembourg SA 7.75% 6/1/21 (d)

2,335,000

2,416,725

MasTec, Inc. 4.875% 3/15/23

425,000

398,438

MetroPCS Wireless, Inc. 6.25% 4/1/21 (d)

660,000

663,300

NeuStar, Inc. 4.5% 1/15/23

975,000

875,063

NII Capital Corp. 7.625% 4/1/21

650,000

461,500

Sprint Capital Corp.:

6.875% 11/15/28

685,000

611,363

8.75% 3/15/32

685,000

696,131

Sprint Communications, Inc.:

7% 8/15/20

920,000

936,100

9% 11/15/18 (d)

345,000

404,513

Sprint Corp. 7.25% 9/15/21 (d)

960,000

969,600

T-Mobile U.S.A., Inc. 5.25% 9/1/18 (d)

340,000

345,950

Telesat Canada/Telesat LLC 6% 5/15/17 (d)

2,555,000

2,657,200

TW Telecom Holdings, Inc. 5.375% 10/1/22

840,000

802,200

Nonconvertible Bonds - continued

 

Principal Amount

Value

Telecommunications - continued

Wind Acquisition Finance SA 11.75% 7/15/17 (d)

$ 835,000

$ 887,188

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (d)(g)

2,691,444

2,587,281

 

29,928,340

Textiles & Apparel - 0.2%

The William Carter Co. 5.25% 8/15/21 (d)

1,015,000

1,015,000

TOTAL NONCONVERTIBLE BONDS

(Cost $375,543,534)


382,421,020

Commercial Mortgage Securities - 0.1%

 

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0% 8/1/24 (d)(g)
(Cost $173,163)

344,615


179,200

Common Stocks - 0.4%

Shares

 

Telecommunications - 0.1%

CUI Acquisition Corp. Class E (a)(d)

0*

400,725

Textiles & Apparel - 0.3%

Arena Brands Holding Corp. Class B (a)(h)

144,445

1,155,560

TOTAL COMMON STOCKS

(Cost $6,418,632)


1,556,285

Floating Rate Loans - 2.5%

 

Principal Amount

 

Energy - 0.4%

Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (g)

$ 420,000

426,846

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/25/20 (g)

1,360,000

1,360,000

Tranche B 1LN, term loan 3.875% 9/25/18 (g)

105,000

104,869

 

1,891,715

Hotels - 0.3%

Hilton Worldwide Finance, LLC Tranche B, term loan 4% 9/23/20 (g)

1,100,000

1,097,250

Insurance - 0.5%

HUB International Ltd. Tranche B, term loan 4.75% 9/17/20 (g)

435,000

435,000

Floating Rate Loans - continued

 

Principal Amount

Value

Insurance - continued

Stoneriver Group LP:

Tranche 2LN, term loan 8.5% 5/30/20 (g)

$ 525,000

$ 530,250

Tranche B 1LN, term loan 4.5% 11/30/19 (g)

1,042,388

1,033,319

 

1,998,569

Metals/Mining - 0.6%

Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (g)

688,271

651,276

Oxbow Carbon LLC:

Tranche 2LN, term loan 8% 1/19/20 (g)

130,000

131,300

Tranche B 1LN, term loan 4.25% 7/19/19 (g)

34,563

34,563

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

1,585,000

1,567,169

 

2,384,308

Technology - 0.7%

BMC Software Finance, Inc. Tranche B, term loan 5% 9/10/20 (g)

565,000

563,588

Ceridian Corp. Tranche B, term loan 4.4293% 5/9/17 (g)

255,000

255,000

First Data Corp. term loan 4.1795% 3/24/18 (g)

1,995,000

1,980,038

 

2,798,626

TOTAL FLOATING RATE LOANS

(Cost $10,047,242)


10,170,468

Preferred Securities - 0.3%

 

 

 

 

Banks & Thrifts - 0.3%

JPMorgan Chase & Co. 6% (e)(g)
(Cost $1,405,000)

1,405,000


1,331,630

Money Market Funds - 3.3%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)
(Cost $13,510,595)

13,510,595


13,510,595

TOTAL INVESTMENT PORTFOLIO - 100.8%

(Cost $407,098,166)

409,169,198

NET OTHER ASSETS (LIABILITIES) - (0.8)%

(3,151,388)

NET ASSETS - 100%

$ 406,017,810

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

(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 $166,277,227 or 41.0% of net assets.

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

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

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

(h) 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 $1,155,560 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Arena Brands Holding Corp. Class B A

6/18/97

$ 5,834,134

A Acquired as a result of an in-kind exchange and represents the original acquisition date and cost.

* 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

$ 27,238

Other Information

The following is a summary of the inputs used, as of September 30, 2013, 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

$ 1,155,560

$ -

$ -

$ 1,155,560

Telecommunication Services

400,725

-

-

400,725

Corporate Bonds

382,421,020

-

382,421,020

-

Commercial Mortgage Securities

179,200

-

-

179,200

Floating Rate Loans

10,170,468

-

10,170,468

-

Preferred Securities

1,331,630

-

1,331,630

-

Money Market Funds

13,510,595

13,510,595

-

-

Total Investments in Securities:

$ 409,169,198

$ 13,510,595

$ 393,923,118

$ 1,735,485

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

United States of America

78.0%

Luxembourg

5.1%

Canada

3.9%

Bermuda

2.3%

Netherlands

1.9%

Australia

1.8%

Cayman Islands

1.2%

Austria

1.1%

Liberia

1.0%

Others (Individually Less Than 1%)

3.7%

 

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, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $393,587,571)

$ 395,658,603

 

Fidelity Central Funds (cost $13,510,595)

13,510,595

 

Total Investments (cost $407,098,166)

 

$ 409,169,198

Cash

 

143,333

Receivable for investments sold, regular delivery

321,132

Receivable for fund shares sold

37,701

Interest receivable

7,339,238

Distributions receivable from Fidelity Central Funds

1,033

Total assets

417,011,635

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,179,139

Delayed delivery

4,485,000

Payable for fund shares redeemed

327,128

Distributions payable

264

Other payables and accrued expenses

2,294

Total liabilities

10,993,825

 

 

 

Net Assets

$ 406,017,810

Net Assets consist of:

 

Paid in capital

$ 403,946,778

Net unrealized appreciation (depreciation) on investments

2,071,032

Net Assets, for 4,004,115 shares outstanding

$ 406,017,810

Net Asset Value, offering price and redemption price per share ($406,017,810 ÷ 4,004,115 shares)

$ 101.40

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

Annual Report

Statement of Operations

  

Year ended September 30, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 129,020

Interest

 

29,662,514

Income from Fidelity Central Funds

 

27,238

Total income

 

29,818,772

 

 

 

Expenses

Custodian fees and expenses

$ 9,960

Independent directors' compensation

2,891

Total expenses before reductions

12,851

Expense reductions

(4,164)

8,687

Net investment income (loss)

29,810,085

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

27,157,035

Change in net unrealized appreciation (depreciation) on investment securities

(25,949,056)

Net gain (loss)

1,207,979

Net increase (decrease) in net assets resulting from operations

$ 31,018,064

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

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Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
September 30,
2013

Year ended
September 30,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 29,810,085

$ 40,542,968

Net realized gain (loss)

27,157,035

1,928,537

Change in net unrealized appreciation (depreciation)

(25,949,056)

47,735,970

Net increase (decrease) in net assets resulting
from operations

31,018,064

90,207,475

Distributions to partners from net investment income

(28,714,380)

(37,454,504)

Affiliated share transactions
Proceeds from sales of shares

39,735,334

78,083,696

Reinvestment of distributions

28,704,798

37,451,004

Cost of shares redeemed

(202,170,821)

(128,892,478)

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

(133,730,689)

(13,357,778)

Total increase (decrease) in net assets

(131,427,005)

39,395,193

 

 

 

Net Assets

Beginning of period

537,444,815

498,049,622

End of period

$ 406,017,810

$ 537,444,815

Other Affiliated Information

Shares

Sold

387,033

808,207

Issued in reinvestment of distributions

279,877

380,970

Redeemed

(1,961,316)

(1,334,953)

Net increase (decrease)

(1,294,406)

(145,776)

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 101.43

$ 91.48

$ 96.05

$ 88.49

$ 85.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  6.723

  7.580

  7.783

  8.328

  8.314

Net realized and unrealized gain (loss)

  (.282) G

  9.372

  (5.177)

  6.532

  1.745

Total from investment operations

  6.441

  16.952

  2.606

  14.860

  10.059

Distributions to partners from net investment income

  (6.471)

  (7.002)

  (7.176)

  (7.300)

  (7.079)

Net asset value, end of period

$ 101.40

$ 101.43

$ 91.48

$ 96.05

$ 88.49

Total Return A

  6.46%

  19.03%

  2.48%

  17.45%

  13.45%

Ratios to Average Net Assets C, F

 

 

 

 

 

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)

  6.54%

  7.74%

  7.94%

  9.06%

  10.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 406,018

$ 537,445

$ 498,050

$ 599,814

$ 508,385

Portfolio turnover rate D

  87%

  51%

  69%

  82%

  54%

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 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.

G 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.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2013

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 FMR 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 FMR.

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

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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. For corporate bonds, floating rate loans and preferred securities, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. For commercial mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as 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. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more

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3. Significant Accounting Policies - continued

Investment Valuation - continued

volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally 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, 2013, 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. Interest income and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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.

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

$ 13,904,982

Gross unrealized depreciation

(11,142,683)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,762,299

 

 

Tax Cost

$ 406,406,899

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

Annual Report

3. Significant Accounting Policies - continued

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans. 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 $378,461,846 and $504,699,170, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), 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 FMRC, FMR pays FMRC 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 $2,891.

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 $1,273.

Annual Report

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 an FMR affiliate 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 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, 2013, 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, 2013, by correspondence with the custodians, brokers and agent banks; where replies were not received from brokers and agent banks, 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, 2013, 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 its 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 14, 2013

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Member of the Advisory Board, and executive 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 172 funds. Mr. Curvey oversees 395 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 246 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 of the trust and the fund (as defined in the 1940 Act) (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 executive 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.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. 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

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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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 Executive Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

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.

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 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.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

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 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).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

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.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

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.

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 and 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, 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 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 2013 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.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity Management & Research Company (FMR) 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 the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

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 FMR or its affiliates 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 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, FMR 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 FMR 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 surrounding the mathematical accuracy of fund profitability and its conformity to 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 FMR 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 FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

Annual Report

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, 2013

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. © 2013 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-1113
1.859208.105


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, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® International Equity Central Fund

22.15%

5.97%

-1.44%

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.

int762994

Annual Report


Management's Discussion of Fund Performance

Market Recap: International equities overcame bouts of turbulence during the year ending September 30, 2013, to advance 16.61%, according to the MSCI® ACWI® (All Country World Index) ex USA Index. Among country components of the index, Japan (+32%) was one of the strongest performers, bolstered by aggressive monetary policies aimed at reviving the country's economy, healthy consumer spending and a solid environment for export trade amid a significant decline in the value of the yen. Signs of economic stabilization helped bolster stocks in the U.K. (+17%) and continental Europe (+29%), where countries such as the Netherlands (+36%), France (+32%), Switzerland (+32%) and Spain (+30%) benefited from improving investor and consumer confidence, fueled by ultra-low interest rates and easing austerity headwinds, as well as signs that the protracted recession in the region ended over the summer. Results across Asia-Pacific ex Japan (+12%) lagged the broader international market, as did Canada, which rose only 3%. Emerging-markets stocks eked out a roughly 1% gain and were by far the year's poorest performers, due in part to a stronger U.S. dollar versus several major local currencies. Stocks here recoiled amid concerns about declining share of global trade, rising tensions in the Middle East and indications that the U.S. Federal Reserve could soon begin to unwind its highly accommodative monetary policy, an important pillar of support.

Comments from Jeffrey Stevens and Paul Walsh, two Co-Portfolio Managers of Fidelity® International Equity Central Fund: For the year, the fund advanced 22.15%, lagging the 23.91% gain of the MSCI® EAFE® Index. Security selection in materials hurt the most versus the index, while stock selection in industrials helped. On a geographic basis, picks in the U.K., Australia and Canada were detrimental, while those in Japan were additive. The fund's cash position hampered results amid a rising market. Among individual contributors, major laggards included three mining stocks: an out-of-benchmark stake in Canada's Goldcorp, and overweighted positions in U.K.-based Anglo American and Australia's Newcrest Mining, both of which were sold by period end. Each of these stocks was hurt by falling prices for precious metals. Bolstering relative results were two financials stocks, Belgium-based KBC Groupe, a holding company, and Japan's ORIX, a diversified financials conglomerate. Stocks of these firms were boosted in part by improving macroeconomic conditions in Europe and Japan, 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, 2013 to September 30, 2013).

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.

 

Annualized
Expense Ratio
B

Beginning
Account Value
April 1, 2013

Ending
Account Value
September 30, 2013

Expenses Paid
During Period
*
April 1, 2013
to September 30, 2013

Actual

.0134%

$ 1,000.00

$ 1,111.00

$ .07

Hypothetical A

 

$ 1,000.00

$ 1,025.00

$ .07

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, 2013

int762996

United Kingdom 17.9%

 

int762998

Japan 17.6%

 

int763000

France 9.7%

 

int763002

Germany 7.4%

 

int763004

Australia 6.9%

 

int763006

Switzerland 6.3%

 

int763008

United States of America* 6.2%

 

int763010

Italy 3.7%

 

int763012

Netherlands 3.7%

 

int763014

Other 20.6%

 

int763016

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, 2013

int762996

United Kingdom 19.7%

 

int762998

Japan 16.3%

 

int763000

France 9.1%

 

int763002

Germany 7.4%

 

int763004

Australia 6.9%

 

int763006

Switzerland 6.2%

 

int763008

United States of America* 5.3%

 

int763010

Netherlands 2.9%

 

int763012

Spain 2.7%

 

int763014

Other 23.5%

 

int763028

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, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

98.5

98.3

Short-Term Investments and Net Other Assets (Liabilities)

1.5

1.7

Top Ten Stocks as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.2

2.2

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.9

1.6

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

1.6

1.1

Nordea Bank AB (Sweden, Commercial Banks)

1.5

0.7

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.4

0.0

Sanofi SA (France, Pharmaceuticals)

1.4

2.0

Nestle SA (Switzerland, Food Products)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.3

1.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.3

0.9

KBC Groupe SA (Belgium, Commercial Banks)

1.3

1.1

 

15.3

Market Sectors as of September 30, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.5

25.3

Industrials

12.2

12.7

Consumer Discretionary

11.4

10.7

Consumer Staples

11.2

10.7

Health Care

9.7

10.4

Materials

7.9

8.2

Energy

6.8

7.0

Telecommunication Services

5.4

4.8

Information Technology

4.4

4.0

Utilities

3.9

3.8

Annual Report


Investments September 30, 2013

Showing Percentage of Net Assets

Common Stocks - 97.4%

Shares

Value

Australia - 6.9%

Australia & New Zealand Banking Group Ltd.

1,128,750

$ 32,411,675

BHP Billiton Ltd.

966,748

32,166,331

Caltex Australia Ltd.

295,443

5,096,191

CSL Ltd.

318,954

19,043,340

Iluka Resources Ltd.

939,293

10,042,013

OZ Minerals Ltd.

1,351,515

5,585,470

QBE Insurance Group Ltd.

732,610

10,026,239

Telstra Corp. Ltd.

1,917,370

8,889,911

Westfield Group unit

1,768,609

18,165,788

Westpac Banking Corp.

912,854

27,872,917

Woodside Petroleum Ltd.

280,839

10,037,017

TOTAL AUSTRALIA

179,336,892

Austria - 1.2%

Erste Group Bank AG

623,422

19,701,741

Voestalpine AG

236,700

11,318,162

TOTAL AUSTRIA

31,019,903

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

235,461

1,211,415

Bailiwick of Jersey - 0.9%

UBM PLC

784,400

9,073,187

WPP PLC

724,500

14,888,516

TOTAL BAILIWICK OF JERSEY

23,961,703

Belgium - 3.3%

Anheuser-Busch InBev SA NV

348,316

34,552,152

KBC Ancora (a)

122,100

3,249,149

KBC Groupe SA

702,892

34,532,204

Melexis NV

87,700

2,343,238

Solvay SA Class A

68,000

10,197,513

TOTAL BELGIUM

84,874,256

Bermuda - 0.7%

Cheung Kong Infrastructure Holdings Ltd.

598,000

4,144,264

Oriental Watch Holdings Ltd.

6,224,000

2,054,364

Vostok Nafta Investment Ltd. SDR

1,741,879

11,248,071

TOTAL BERMUDA

17,446,699

Brazil - 0.6%

Arezzo Industria e Comercio SA

256,700

4,539,130

Common Stocks - continued

Shares

Value

Brazil - continued

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

140,700

$ 5,395,845

Qualicorp SA (a)

739,600

6,757,614

TOTAL BRAZIL

16,692,589

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

10,300

272,641

Canada - 0.5%

Goldcorp, Inc.

96,000

2,497,743

Suncor Energy, Inc.

281,300

10,058,035

TOTAL CANADA

12,555,778

Cayman Islands - 0.2%

Value Partners Group Ltd.

10,538,000

6,372,338

China - 0.4%

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

8,983,000

6,265,943

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

3,112,000

3,053,459

TOTAL CHINA

9,319,402

Denmark - 0.3%

Carlsberg A/S Series B

83,800

8,633,691

Finland - 0.9%

Amer Group PLC (A Shares)

435,100

8,829,375

Sampo Oyj (A Shares)

312,500

13,427,036

TOTAL FINLAND

22,256,411

France - 9.7%

Alstom SA

284,451

10,132,298

Arkema SA

91,900

10,238,321

Atos Origin SA

73,064

5,706,301

Carrefour SA

439,292

15,080,266

Christian Dior SA

101,900

19,982,142

Danone SA

57,700

4,343,228

Dassault Systemes SA

49,745

6,640,920

EDF SA

206,600

6,534,682

Eutelsat Communications

186,400

5,893,242

GDF Suez

283,400

7,119,695

Groupe FNAC SA (a)

9,962

265,903

Ipsos SA

238,302

8,955,907

Kering SA

79,200

17,748,688

Lafarge SA (Bearer)

155,800

10,852,755

Parrot SA (a)

98,168

3,127,595

Common Stocks - continued

Shares

Value

France - continued

Remy Cointreau SA (d)

139,319

$ 14,846,389

Sanofi SA

365,884

37,055,594

Sodexo SA

95,500

8,910,729

Suez Environnement SA

289,921

4,702,713

Technip SA

76,300

8,958,677

Total SA sponsored ADR (d)

493,100

28,560,352

VINCI SA

266,994

15,520,886

TOTAL FRANCE

251,177,283

Germany - 6.4%

adidas AG

94,400

10,239,711

BASF AG

291,336

27,944,094

Beiersdorf AG

87,000

7,725,693

Daimler AG (Germany)

334,828

26,100,250

Deutsche Boerse AG

121,700

9,155,733

E.ON AG

495,936

8,822,690

GEA Group AG

272,190

11,177,690

HeidelbergCement Finance AG

139,300

10,743,649

Hugo Boss AG

56,400

7,295,877

Infineon Technologies AG

468,200

4,684,025

SAP AG

153,690

11,366,152

Siemens AG

248,891

30,015,830

TOTAL GERMANY

165,271,394

Hong Kong - 1.7%

AIA Group Ltd.

4,040,200

18,987,518

Hysan Development Co. Ltd.

1,382,000

6,156,358

Sun Hung Kai Properties Ltd.

755,503

10,276,766

Wing Hang Bank Ltd.

642,377

9,740,138

TOTAL HONG KONG

45,160,780

India - 0.7%

Apollo Hospitals Enterprise Ltd.

240,862

3,577,526

Axis Bank Ltd.

161,550

2,601,345

Housing Development Finance Corp. Ltd.

547,667

6,687,242

Punjab National Bank

775,880

5,903,288

TOTAL INDIA

18,769,401

Ireland - 0.6%

Prothena Corp. PLC (a)

1

20

Ryanair Holdings PLC sponsored ADR

288,500

14,349,990

TOTAL IRELAND

14,350,010

Common Stocks - continued

Shares

Value

Israel - 0.7%

Bezeq The Israeli Telecommunication Corp. Ltd.

2,936,900

$ 5,400,352

Israel Chemicals Ltd.

844,400

7,126,021

Kamada (a)

210,900

3,216,718

NICE Systems Ltd. sponsored ADR

87,400

3,615,738

TOTAL ISRAEL

19,358,829

Italy - 3.7%

Autogrill SpA (a)

578,500

10,166,282

Azimut Holding SpA

520,200

11,886,381

De Longhi SpA

521,800

7,983,923

ENI SpA

854,500

19,643,396

Moleskine SpA

1,482,666

3,690,717

Pirelli & C SpA

690,800

8,995,032

Prada SpA

837,100

8,110,995

Prysmian SpA

715,400

17,517,703

Telecom Italia SpA

8,936,400

7,352,772

TOTAL ITALY

95,347,201

Japan - 17.6%

AEON Mall Co. Ltd.

399,740

11,899,103

ASAHI INTECC Co. Ltd.

73,600

4,829,437

Astellas Pharma, Inc.

366,300

18,710,607

Canon, Inc.

134,300

4,300,196

Credit Saison Co. Ltd.

304,000

8,278,390

Daikin Industries Ltd. (d)

272,000

14,517,669

Daito Trust Construction Co. Ltd.

87,000

8,706,373

East Japan Railway Co.

187,800

16,185,494

Hirose Electric Co. Ltd.

42,100

6,480,457

Hitachi Ltd.

1,796,000

11,900,738

Honda Motor Co. Ltd.

494,200

18,889,710

INPEX Corp.

624,000

7,374,807

Japan Tobacco, Inc.

848,100

30,573,812

JSR Corp.

430,900

8,017,221

Kansai Electric Power Co., Inc. (a)

194,800

2,505,924

Keyence Corp.

19,100

7,267,430

Lasertec Corp.

220,000

2,195,625

Leopalace21 Corp. (a)

374,800

2,764,404

Mitsubishi Electric Corp.

1,074,000

11,332,748

Mitsubishi UFJ Financial Group, Inc.

1,012,100

6,491,971

Murata Manufacturing Co. Ltd.

112,000

8,579,666

Nippon Telegraph & Telephone Corp.

189,000

9,837,577

Nissan Motor Co. Ltd.

1,076,700

10,866,842

Common Stocks - continued

Shares

Value

Japan - continued

Nitto Denko Corp. (d)

158,300

$ 10,323,340

Nomura Holdings, Inc.

2,182,700

17,072,465

Nomura Real Estate Holdings, Inc.

305,100

7,532,899

NSK Ltd.

815,000

8,360,106

NTT Urban Development Co.

622,100

8,201,990

Omron Corp.

94,100

3,408,662

ORIX Corp.

2,125,700

34,750,786

Osaka Gas Co. Ltd.

1,166,000

4,970,536

Rakuten, Inc.

745,900

11,322,414

Seven & i Holdings Co., Ltd.

280,900

10,297,791

Ship Healthcare Holdings, Inc.

115,200

4,493,529

SoftBank Corp.

282,400

19,611,975

Sumitomo Realty & Development Co. Ltd.

296,000

14,108,078

Taiheiyo Cement Corp.

2,602,000

11,378,190

Tokio Marine Holdings, Inc.

467,700

15,333,563

Tokyo Gas Co. Ltd.

1,135,000

6,225,384

Toshiba Plant Systems & Services Corp.

393,000

6,528,315

Totetsu Kogyo Co. Ltd.

396,100

8,894,624

Toyota Motor Corp.

344,200

22,076,143

Tsukui Corp.

21,500

262,666

TOTAL JAPAN

457,659,657

Korea (South) - 0.3%

Samchully Co. Ltd.

20,839

2,695,708

Samsung Electronics Co. Ltd.

3,554

4,521,340

TOTAL KOREA (SOUTH)

7,217,048

Luxembourg - 0.5%

AZ Electronic Materials SA

549,500

2,624,277

Eurofins Scientific SA

36,500

9,199,312

TOTAL LUXEMBOURG

11,823,589

Netherlands - 3.7%

AerCap Holdings NV (a)

334,000

6,499,640

ASML Holding NV (Netherlands)

137,311

13,562,898

Delta Lloyd NV

905,462

19,268,531

European Aeronautic Defence and Space Co. (EADS) NV

241,600

15,392,933

Exact Holdings NV

53,473

1,347,712

Fugro NV (Certificaten Van Aandelen)

69,888

4,263,168

Koninklijke Philips Electronics NV

760,400

24,531,285

Randstad Holding NV

176,400

9,937,084

TOTAL NETHERLANDS

94,803,251

Common Stocks - continued

Shares

Value

New Zealand - 0.2%

Telecom Corp. of New Zealand Ltd.

2,724,160

$ 5,260,431

Norway - 1.2%

DNB ASA

1,673,800

25,413,535

Telenor ASA

279,800

6,393,301

TOTAL NORWAY

31,806,836

Philippines - 0.1%

Manila Water Co., Inc.

3,084,800

2,004,499

Portugal - 0.2%

Energias de Portugal SA

1,273,174

4,650,516

Russia - 0.3%

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

582,300

7,016,715

Singapore - 0.4%

Singapore Telecommunications Ltd.

3,438,000

10,221,785

South Africa - 0.3%

Naspers Ltd. Class N

79,700

7,370,003

Spain - 1.6%

Gas Natural SDG SA

223,900

4,673,795

Grifols SA ADR

396,587

12,008,654

Iberdrola SA

1,403,370

8,154,268

Telefonica SA

1,156,170

17,973,949

Telefonica SA sponsored ADR (a)

23

356

TOTAL SPAIN

42,811,022

Sweden - 2.8%

Boliden AB

451,500

6,765,440

East Capital Explorer AB (a)

635,000

4,614,266

Hexagon AB (B Shares)

137,600

4,149,389

Nordea Bank AB

3,162,800

38,140,414

Orexo AB (a)(d)

75,300

1,520,248

Svenska Handelsbanken AB (A Shares)

317,000

13,559,572

Telefonaktiebolaget LM Ericsson (B Shares)

394,699

5,256,895

TOTAL SWEDEN

74,006,224

Switzerland - 6.3%

Compagnie Financiere Richemont SA Series A

169,286

16,959,486

Nestle SA

520,448

36,292,983

Roche Holding AG:

(Bearer)

3,930

1,055,996

(participation certificate)

216,591

58,413,829

Common Stocks - continued

Shares

Value

Switzerland - continued

Syngenta AG (Switzerland)

40,164

$ 16,415,308

Transocean Ltd. (United States)

157,300

6,999,850

UBS AG

1,368,755

28,053,234

TOTAL SWITZERLAND

164,190,686

United Kingdom - 17.9%

Aggreko PLC

297,000

7,712,245

Antofagasta PLC

680,800

9,021,074

Barclays PLC

5,965,210

25,493,370

Barclays PLC rights 10/1/13 (a)

1,033,034

1,350,446

BG Group PLC

445,316

8,510,485

BP PLC

3,016,537

21,148,463

British American Tobacco PLC (United Kingdom)

544,800

28,672,433

Britvic PLC

533,000

4,939,952

Bunzl PLC

529,796

11,475,849

Centrica PLC

1,664,866

9,964,345

Diageo PLC

336,986

10,711,918

Ensco PLC Class A

89,800

4,826,750

Fresnillo PLC

348,200

5,484,811

GlaxoSmithKline PLC

1,497,100

37,641,205

Hikma Pharmaceuticals PLC

194,902

3,281,479

Meggitt PLC

2,172,100

19,305,106

National Grid PLC

1,047,300

12,371,340

Prudential PLC

1,545,794

28,758,264

Reckitt Benckiser Group PLC

179,917

13,165,297

Rolls-Royce Group PLC

1,367,770

24,622,825

Royal Dutch Shell PLC Class A (United Kingdom)

851,868

28,082,285

SABMiller PLC

303,100

15,424,796

Scottish & Southern Energy PLC

289,400

6,905,832

St. Modwen Properties PLC

2,184,600

10,751,413

Standard Chartered PLC (United Kingdom)

1,696,882

40,684,288

The Weir Group PLC

219,930

8,295,841

Unilever PLC

173,899

6,761,241

Unite Group PLC

1,900,100

12,147,408

Vodafone Group PLC

13,724,636

48,171,069

TOTAL UNITED KINGDOM

465,681,830

United States of America - 4.6%

AbbVie, Inc.

408,900

18,290,097

Accuray, Inc. (a)(d)

1,514,400

11,191,416

Anadarko Petroleum Corp.

77,900

7,243,921

Beam, Inc.

63,975

4,135,984

Common Stocks - continued

Shares

Value

United States of America - continued

Cameron International Corp. (a)

57,600

$ 3,362,112

Coach, Inc.

83,200

4,536,896

InvenSense, Inc. (a)

207,600

3,657,912

Lorillard, Inc.

598,300

26,791,874

Monster Beverage Corp. (a)

114,700

5,993,075

Perrigo Co.

56,700

6,995,646

Philip Morris International, Inc.

39,900

3,454,941

Textron, Inc.

234,900

6,485,589

United Technologies Corp.

136,700

14,738,994

Universal Display Corp. (a)(d)

86,300

2,764,189

TOTAL UNITED STATES OF AMERICA

119,642,646

TOTAL COMMON STOCKS

(Cost $2,171,468,611)


2,529,555,354

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Germany - 1.0%

Sartorius AG (non-vtg.)

28,200

3,149,695

Volkswagen AG

92,800

21,876,126

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $19,201,576)


25,025,821

Government Obligations - 0.0%

 

Principal Amount

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.01% 12/12/13 (e)
(Cost $174,997)

$ 175,000


174,997

Money Market Funds - 3.7%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

29,194,537

$ 29,194,537

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

67,360,086

67,360,086

TOTAL MONEY MARKET FUNDS

(Cost $96,554,623)


96,554,623

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $2,287,399,807)

2,651,310,795

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(55,433,156)

NET ASSETS - 100%

$ 2,595,877,639

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

31 NYSE E-mini MSCI EAFE Index Contracts

Dec. 2013

$ 2,813,560

$ (23,594)

 

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 $174,997.

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

$ 60,916

Fidelity Securities Lending Cash Central Fund

1,260,144

Total

$ 1,321,060

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, 2013, 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

$ 293,930,873

$ 215,887,248

$ 78,043,625

$ -

Consumer Staples

287,793,361

129,931,031

157,862,330

-

Energy

174,165,509

97,916,558

76,248,951

-

Financials

656,270,763

432,922,585

223,348,178

-

Health Care

263,748,087

160,755,049

102,993,038

-

Industrials

317,221,461

196,855,390

120,366,071

-

Information Technology

117,149,719

42,831,000

74,318,719

-

Materials

208,741,733

130,441,343

78,300,390

-

Telecommunication Services

139,113,478

36,166,136

102,947,342

-

Utilities

96,446,191

70,373,007

26,073,184

-

Government Obligations

174,997

-

174,997

-

Money Market Funds

96,554,623

96,554,623

-

-

Total Investments in Securities:

$ 2,651,310,795

$ 1,610,633,970

$ 1,040,676,825

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (23,594)

$ (23,594)

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended September 30, 2013. 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

$ 106,679,813

Level 2 to Level 1

$ 0

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, 2013. 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)

$ -

$ (23,594)

Total Value of Derivatives

$ -

$ (23,594)

(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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $64,621,329) - See accompanying schedule:

Unaffiliated issuers (cost $2,190,845,184)

$ 2,554,756,172

 

Fidelity Central Funds (cost $96,554,623)

96,554,623

 

Total Investments (cost $2,287,399,807)

 

$ 2,651,310,795

Foreign currency held at value (cost $22)

22

Receivable for investments sold

10,162,653

Receivable for fund shares sold

260,418

Dividends receivable

10,483,373

Distributions receivable from Fidelity Central Funds

35,767

Total assets

2,672,253,028

 

 

 

Liabilities

Payable to custodian bank

$ 1,183,296

Payable for investments purchased

5,699,596

Payable for fund shares redeemed

2,035,894

Payable for daily variation margin for derivative instruments

20,770

Other payables and accrued expenses

75,747

Collateral on securities loaned, at value

67,360,086

Total liabilities

76,375,389

 

 

 

Net Assets

$ 2,595,877,639

Net Assets consist of:

 

Paid in capital

$ 2,231,707,264

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

364,170,375

Net Assets, for 33,256,667 shares outstanding

$ 2,595,877,639

Net Asset Value, offering price and redemption price per share ($2,595,877,639 ÷ 33,256,667 shares)

$ 78.06

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

Annual Report

Statement of Operations

 

Year ended September 30, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 55,053,170

Interest

 

7,895

Income from Fidelity Central Funds

 

1,321,060

Income before foreign taxes withheld

 

56,382,125

Less foreign taxes withheld

 

(4,083,206)

Total income

 

52,298,919

 

 

 

Expenses

Custodian fees and expenses

$ 245,087

Independent directors' compensation

10,381

Total expenses before reductions

255,468

Expense reductions

(10,381)

245,087

Net investment income (loss)

52,053,832

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

90,106,903

Foreign currency transactions

(921,118)

Futures contracts

(864,779)

Total net realized gain (loss)

 

88,321,006

Change in net unrealized appreciation (depreciation) on:

Investment securities

259,163,871

Assets and liabilities in foreign currencies

217,715

Futures contracts

834

Total change in net unrealized appreciation (depreciation)

 

259,382,420

Net gain (loss)

347,703,426

Net increase (decrease) in net assets resulting from operations

$ 399,757,258

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, 2013

Year ended
September 30, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 52,053,832

$ 49,560,460

Net realized gain (loss)

88,321,006

(138,459,388)

Change in net unrealized appreciation (depreciation)

259,382,420

317,593,648

Net increase (decrease) in net assets resulting from operations

399,757,258

228,694,720

Distributions to partners from net investment income

(47,443,418)

(46,280,473)

Affiliated share transactions
Proceeds from sales of shares

979,019,652

219,256,627

Reinvestment of distributions

47,443,024

46,280,063

Cost of shares redeemed

(131,854,409)

(583,628,542)

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

894,608,267

(318,091,852)

Total increase (decrease) in net assets

1,246,922,107

(135,677,605)

 

 

 

Net Assets

Beginning of period

1,348,955,532

1,484,633,137

End of period

$ 2,595,877,639

$ 1,348,955,532

Other Affiliated Information

Shares

Sold

13,895,475

3,512,477

Issued in reinvestment of distributions

652,085

744,355

Redeemed

(1,855,318)

(9,356,962)

Net increase (decrease)

12,692,242

(5,100,130)

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

Annual Report

Financial Highlights

Years ended September 30,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 65.60

$ 57.85

$ 66.23

$ 65.05

$ 67.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  2.04

  2.08

  2.18

  1.64

  1.66

Net realized and unrealized gain (loss)

  12.32

  7.65

  (8.56)

  .99

  (2.15)

Total from investment operations

  14.36

  9.73

  (6.38)

  2.63

  (.49)

Distributions to partners from net investment income

  (1.90)

  (1.98)

  (2.00)

  (1.45)

  (1.58)

Net asset value, end of period

$ 78.06

$ 65.60

$ 57.85

$ 66.23

$ 65.05

Total Return A

  22.15%

  17.06%

  (10.20)%

  4.21%

  (.12)%

Ratios to Average Net Assets C, E

 

 

 

 

Expenses before reductions

  .01%

  .02%

  .02%

  .03%

  .03%

Expenses net of fee waivers, if any

  .01%

  .02%

  .02%

  .03%

  .03%

Expenses net of all reductions

  .01%

  .02%

  .02%

  .03%

  .03%

Net investment income (loss)

  2.83%

  3.32%

  3.10%

  2.57%

  3.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,595,878

$ 1,348,956

$ 1,484,633

$ 1,681,422

$ 641,051

Portfolio turnover rate D

  69%

  82%

  117%

  90%

  96%

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.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2013

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 FMR 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 FMR.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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, 2013, 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 calculated as of the close of business of the New York Stock Exchange (NYSE), normally

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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 and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

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 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Gross unrealized appreciation

$ 393,040,467

Gross unrealized depreciation

(56,673,690)

Net unrealized appreciation (depreciation) on securities and other investments

$ 336,366,777

 

 

Tax Cost

$ 2,314,944,018

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management expects that the impact of the update's adoption will be limited to additional financial statement disclosures as applicable.

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.

Annual Report

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 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 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. A summary of the Fund's derivatives inclusive of potential netting arrangements is presented at the end of the Schedule of Investments.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(864,779) and a change in net unrealized appreciation (depreciation) of $834 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 $2,137,352,654 and $1,256,852,945, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), 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 FMRC, FMR pays FMRC 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 $2,769 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 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

Annual Report

7. Security Lending - continued

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 $1,260,144. 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 $10,381.

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 an FMR affiliate 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, 2013, 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 three 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 and all prior periods presented 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, 2013, 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, 2013, 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 three 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 8, 2013

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 172 funds. Mr. Curvey oversees 395 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 246 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 of the trust and the fund (as defined in the 1940 Act) (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 executive 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.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. 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

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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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

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 Executive Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

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.

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 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.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as 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).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

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.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

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.

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 and 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, 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 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 2013 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.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity Management & Research Company (FMR) 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 the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

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 FMR or its affiliates 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 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, FMR 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 FMR 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 surrounding the mathematical accuracy of fund profitability and its conformity to 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 FMR 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 FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

Annual Report

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, 2013, 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, 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

September 30, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Consumer Discretionary Central Fund

$39,000

$-

$8,200

$400

Fidelity Consumer Staples Central Fund

$40,000

$-

$8,200

$400

Fidelity Emerging Markets Equity Central Fund

$41,000

$-

$6,800

$400

Fidelity Energy Central Fund

$43,000

$-

$9,100

$400

Fidelity Financials Central Fund

$42,000

$-

$8,900

$400

Fidelity Floating Rate Central Fund

$177,000

$-

$8,700

$400

Fidelity Health Care Central Fund

$40,000

$-

$8,200

$400

Fidelity High Income Central Fund 1

$54,000

$-

$8,700

$400

Fidelity Industrials Central Fund

$42,000

$-

$8,200

$400

Fidelity Information Technology Central Fund

$40,000

$-

$8,200

$400

Fidelity International Equity Central Fund

$47,000

$-

$6,800

$400

Fidelity Materials Central Fund

$40,000

$-

$8,200

$400

Fidelity Telecom Services Central Fund

$40,000

$-

$8,200

$400

Fidelity Utilities Central Fund

$39,000

$-

$8,200

$400

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, 2013A

September 30, 2012A

Audit-Related Fees

$1,115,000

$615,000

Tax Fees

$-

$-

All Other Fees

$705,000

$1,130,000

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, 2013 A

September 30, 2012 A

Deloitte Entities

$2,055,000

$1,905,000

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, 2013

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, 2013

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

November 26, 2013