COMMENTS RECEIVED ON JULY 15, 2015
FROM EDWARD BARTZ
FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC (File No. 811-22083)
Fidelity Inflation-Protected Bond Index Central Fund
AMENDMENT NO. 24
FIDELITY REVERE STREET TRUST (File No. 811-07807)
Fidelity Municipal Cash Central Fund
Fidelity Tax-Free Cash Central Fund
AMENDMENT NO. 37
1. Fidelity Inflation-Protected Bond Index Central Fund
"Fund Summary" (Part A of the Registration Statement)
"Portfolio Manager(s)"
C: The Staff requests confirmation that all of the portfolio managers are jointly and primarily responsible for the day to day operations of the fund.
R: We believe this disclosure appropriately identifies each portfolio manager as required by Form N-1A, Item 5(a), Instruction 2.
2. Fidelity Investment Grade Bond Central Fund and Fidelity Inflation-Protected Bond Index Central Fund
"Investment Details" (Part A of the Registration Statement)
"Principal Investment Strategies"
C: The Staff questions whether the funds will use derivatives to meet the 80% test.
R: Although we understand that in appropriate circumstances derivatives may qualify for a fund's name test, at this time the funds do not intend to count derivatives for purposes of their respective 80% policy.
3. All funds
"Investment Policies and Limitations" (Part B of the Registration Statements)
C: The Staff requests that we disclose later in the registration statement that if a fund is a protection seller under a credit default swap, it will segregate assets equal to the full notional amount of the swap agreement. In addition, the Staff requests that we disclose that when the fund is a protection buyer in a default credit swap, it will segregate assets equal to the total amount of required premium payments plus prepayment penalties.
R: We confirm that, if a fund holds any credit default swaps in its portfolio, it would expect at this time to segregate assets equal to the full notional amount of each transaction. In addition, we confirm that, if the fund is a protection buyer in a credit default swap, it would expect at this time to segregate assets at least equal to the total amount of required premium payments, plus any prepayment penalties. We are aware that the SEC has been analyzing the segregation requirements for mutual funds using derivatives and that rulemaking on the subject may be forthcoming. In the absence of staff guidance or rulemaking on the subject, we do not believe it is prudent to include our internal segregation policies in our disclosure. Accordingly, we respectfully decline to modify the disclosure as suggested.
Fidelity Central Investment Portfolios II LLC (File No. 811-22083), Amendment No. 24; Fidelity Revere Street Trust (File No. 811-07807), Amendment No. 37
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4. Fidelity Investment Grade Bond Central Fund
"Investment Details" (Part A of the Registration Statement)
"Principal Investment Strategies"
C: The Staff requests that we disclose the maturity policy for the fund's debt securities.
R: The fund does not have a principal investment strategy of investing in securities of a companies with a particular maturity. Accordingly, we have not modified disclosure.
5. Fidelity Investment Grade Bond Central Fund, Fidelity Cash Central Fund, and Fidelity Securities Lending Cash Central Fund
"Investment Details" (Part A of the Registration Statements)
"Principal Investment Strategies"
From Fidelity Investment Grade Bond Central Fund:
"The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers."
From Fidelity Cash Central Fund and Fidelity Securities Lending Cash Central Fund:
"The Adviser invests the fund's assets in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements. The Adviser also may enter into reverse repurchase agreements for the fund."
C: The Staff questions whether the funds will invest in emerging markets securities and, if so, asks that we provide appropriate strategy and risk disclosure.
R: Although the funds may invest in securities of foreign issuers, including emerging markets securities, investments in emerging markets are not a principal investment strategy of the funds. As a result, the funds believe that their current strategy and risk disclosure are appropriate.
6. Fidelity Investment Grade Bond Central Fund and Fidelity Inflation-Protected Bond Index Central Fund
"Investment Details" (Part A of the Registration Statements)
"Principal Investment Risks"
"Leverage Risk. Derivatives, forward-settling securities, and short sale transactions involve leverage because they can provide investment exposure in an amount exceeding the initial investment. Leverage can magnify investment risks and cause losses to be realized more quickly. A small change in the underlying asset, instrument, or index can lead to a significant loss. Assets segregated to cover these transactions may decline in value and are not available to meet redemptions. Forward-settling securities and short sale transactions also involve the risk that a security will not be issued, delivered, available for purchase, or paid for when anticipated. An increase in the market price of securities sold short will result in a loss. Government legislation or regulation could affect the use of these transactions and could limit a fund's ability to pursue its investment strategies."
C: The Staff requests we add a separate risk for derivatives.
R: The funds believe that the risks associated with investing in derivatives are described in "Issuer-Specific Changes" and "Leverage Risk" in the Fund Basics section of the prospectus and, therefore, the addition of a separate risk factor for this type of investment would be duplicative.
Fidelity Central Investment Portfolios II LLC (File No. 811-22083), Amendment No. 24; Fidelity Revere Street Trust (File No. 811-07807), Amendment No. 37
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7. All funds
"Directors and Officers (Trustees and Officers)" or "Trustees and Officers" (Part B of the Registration Statements)
"Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below."
C: The Staff asserts that the current disclosure in the "Trustees and Officers" section does not adequately describe the reasoning behind each Trustee's appointment to the Board. The Staff also requests that additional information be added describing why a particular Trustee's skills or background are conducive to their position on the Board.
R: We continue to be of the view that, as required by Item 17(b)(10), the current disclosure in the "Trustees and Officers" section includes a brief discussion of the experience, qualifications, attributes, or skills that led to the conclusion that each Trustee should serve as a Trustee for the funds. In addition to the disclosure cited by the Staff, we call the Staff's attention to the disclosure under "Standing Committees of the Fund's Trustees" that describes certain minimum qualifications for Independent Trustees, and to each Trustee's biographical information, which 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, and which led to the conclusion that each Trustee should serve as a Trustee for the funds.
8. Fidelity Securities Lending Cash Central Fund
"Investment Details" (Part A of the Registration Statement)
"Principal Investment Strategies"
C: The Staff notes that there is no disclosure regarding securities lending and questions the significance of the fund's name and whether the fund is in compliance of Section 35(d) of the Investment Company Act of 1940.
R: The fund's name does not suggest that it focuses its investments in a particular type of investment. Instead, "Securities Lending Cash Central" reflects that the fund was designed for use by other investment companies and accounts managed by FMR or an affiliate that wish to invest cash collateral received in connection with securities lending transactions. We believe the fund's name has neither the tendency nor the capacity to deceive or mislead investors. As disclosed, the fund is only available to other funds and accounts managed by FMR or an affiliate. The managers of these Fidelity funds and accounts to which the fund is made available use the fund for its intended purpose.
Fidelity Central Investment Portfolios II LLC (File No. 811-22083), Amendment No. 24; Fidelity Revere Street Trust (File No. 811-07807), Amendment No. 37
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9. All funds
Tandy Representations (Part A and Part B of the Registration Statements)
C: The Staff would like us to affirm the following three statements:
1) The funds are responsible for the adequacy and accuracy of the disclosure in the filings.
2) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing.
3) The funds may not assert Staff comments as a defense in any proceeding initiated by the Commission or any other person under the Federal Securities Laws.
R: We affirm the aforementioned statements.
