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 811-22083
Fidelity Central Investment Portfolios II LLC
(Exact name of registrant as specified in charter)
245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Cynthia Lo Bessette, Secretary
245 Summer St.
Boston, Massachusetts 02210
(Name and address of agent for service)
Registrant's telephone number, including area code:
617-563-7000
Date of fiscal year end: | December 31 |
Date of reporting period: | December 31, 2020 |
Item 1.
Reports to Stockholders
Fidelity® International Credit Central Fund
December 31, 2020
Contents
Board Approval of Investment Advisory Contracts and Management Fees |
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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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT 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.
Note to Shareholders:
Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and the outlook for corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.
In the weeks following, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, global governments and central banks took unprecedented action to help support consumers, businesses, and the broader economies, and to limit disruption to financial systems.
The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.
Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.
Performance: The Bottom Line
Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The hypothetical investment and the average annual total returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund’s total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.
Average Annual Total Returns
| For the periods ended December 31, 2020 | Past 1 year | Life of fundA |
| Fidelity® International Credit Central Fund | 8.11% | 6.26% |
A From June 13, 2017
$10,000 Over Life of Fund
Let's say hypothetically that $10,000 was invested in Fidelity® International Credit Central Fund on June 13, 2017, when the fund started.
The chart shows how the value of your investment would have changed, and also shows how the Bloomberg Barclays Global Aggregate Credit Ex U.S. Index Hedged (USD) performed over the same period.
| Period Ending Values | ||
| $12,406 | Fidelity® International Credit Central Fund | |
| $12,027 | Bloomberg Barclays Global Aggregate Credit Ex U.S. Index Hedged (USD) | |
Management's Discussion of Fund Performance
Market Recap: Global investment-grade bonds performed well in 2020, led by corporate bonds early and late in the year, and by U.S. Treasuries and other high-quality sovereign debt in March. The Bloomberg Barclays Global Aggregate Credit Index (Hedged) returned 7.78% for the year. Corporate bonds advanced early on, then sold off in February and March, as central banks cut rates and increased asset purchase amid the market shock of the outbreak and spread of COVID-19. At this time, spreads widened as investor looked for relatively safer assets, especially U.S. Treasury bonds, as the coronavirus pandemic and efforts to contain it threatened global economic growth and corporate earnings. This led to pockets of market illiquidity during this time frame. Aggressive intervention by the U.S. Federal Reserve and the European Central Bank boosted liquidity and led to a broad rally for risk assets from April through July. Spreads widened moderately in August and September, amid healthy issuance of new corporate bonds, then narrowed in the fourth quarter with positive news regarding vaccines. Within the index, the U.S., Canada, the United Kingdom and much of Europe each produced a gain. Overall, banks took a lesser hit than market segments that faced direct economic impacts due to the virus, such as travel.Comments from Co-Portfolio Managers Michael Foggin and Andrew Lewis: For 2020, the fund gained 8.11%, outpacing, net of fees, the 6.44% advance of the of the benchmark, the Bloomberg Barclays Global Aggregate Credit Index Ex US Hedged (USD). We added value in 2020 by adjusting the fund’s exposure to corporate credit and high-yield bonds to match our collective view of the market risks. We added exposure to each asset class after the broad sell-off in March, which helped fund performance versus the benchmark. Security selection mainly drove the fund’s relative outperformance of the benchmark, largely due to spring and summer additions of several issues hit hard in March, such as Rolls-Royce, Ryanair, Intercontinental Hotels Group and HSBC Holdings. Within the high-yield category, owning airline leasing company AerCap detracted. Hedging the portfolio by buying out-of-the-money options on credit default swaps (CDS) indices helped the portfolio amid market volatility. This same strategy, as expected, detracted during the second half of 2020 as spreads tightenedThe views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.
Investment Summary (Unaudited)
Geographic Diversification (% of fund's net assets)
| As of December 31, 2020 | ||
| United Kingdom | 22.1% | |
| United States of America | 14.3% | |
| Germany | 13.6% | |
| Netherlands | 12.5% | |
| France | 6.5% | |
| Switzerland | 5.2% | |
| Ireland | 4.9% | |
| Luxembourg | 4.1% | |
| Canada | 0.9% | |
| Other | 15.9% | |
Percentages are based on country or territory of incorporation and include the effect of futures contracts, options and swaps, as applicable. Foreign currency contracts and other assets and liabilities are included within United States of America, as applicable.
Quality Diversification (% of fund's net assets)
| As of December 31, 2020 | ||
| U.S. Government and U.S. Government Agency Obligations | 0.3% | |
| AA | 1.6% | |
| A | 4.2% | |
| BBB | 42.7% | |
| BB and Below | 22.1% | |
| Not Rated | 16.6% | |
| Short-Term Investments and Net Other Assets | 12.5% | |
We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.
Asset Allocation (% of fund's net assets)
| As of December 31, 2020*,** | ||
| Corporate Bonds | 46.0% | |
| Government Obligations | 10.2% | |
| Preferred Securities | 31.3% | |
| Short-Term Investments and Net Other Assets (Liabilities) | 12.5% | |
* Futures and Swaps - 28.1%
** Foreign Currency Contracts - (66.0)%
Schedule of Investments December 31, 2020
Showing Percentage of Net Assets
| Nonconvertible Bonds - 46.0% | |||
| Principal Amount(a) | Value | ||
| Argentina - 0.6% | |||
| YPF SA 8.5% 3/23/21 (Reg. S) | $2,815,000 | $2,688,325 | |
| Bailiwick of Jersey - 1.1% | |||
| Heathrow Funding Ltd. 7.125% 2/14/24 | GBP | 3,235,000 | 5,065,733 |
| Denmark - 2.8% | |||
| Danske Bank A/S 2.25% 1/14/28 (Reg. S) (b) | GBP | 1,945,000 | 2,782,926 |
| Nykredit Realkredit A/S 4% 6/3/36 (Reg. S) (b) | EUR | 7,230,000 | 8,956,079 |
| Vestas Wind Systems A/S 2.75% 3/11/22 (Reg. S) | EUR | 697,000 | 871,500 |
| TOTAL DENMARK | 12,610,505 | ||
| Finland - 0.5% | |||
| SATO Oyj 1.375% 2/24/28 (Reg. S) | EUR | 1,750,000 | 2,190,886 |
| France - 4.2% | |||
| Ceetrus SA 2.75% 11/26/26 (Reg. S) | EUR | 1,100,000 | 1,445,047 |
| Iliad SA 0.625% 11/25/21 (Reg. S) | EUR | 2,800,000 | 3,431,224 |
| Lagardere S.C.A.: | |||
| 1.625% 6/21/24 (Reg. S) | EUR | 2,600,000 | 3,003,169 |
| 2.125% 10/16/26 (Reg. S) | EUR | 2,900,000 | 3,349,321 |
| 2.75% 4/13/23 (Reg. S) | EUR | 6,200,000 | 7,540,055 |
| Societe Generale 4.25% 4/14/25 (c) | 200,000 | 220,278 | |
| TOTAL FRANCE | 18,989,094 | ||
| Germany - 2.5% | |||
| ACCENTRO Real Estate AG 3.625% 2/13/23 (Reg. S) | EUR | 2,215,000 | 2,516,526 |
| Bayer AG 2.375% 4/2/75 (Reg. S) (b) | EUR | 7,140,000 | 8,874,354 |
| TOTAL GERMANY | 11,390,880 | ||
| Greece - 0.2% | |||
| Alpha Bank AE 4.25% 2/13/30 (Reg. S) (b) | EUR | 750,000 | 857,761 |
| Ireland - 4.5% | |||
| AerCap Ireland Capital Ltd./AerCap Global Aviation Trust 6.5% 7/15/25 | 1,100,000 | 1,314,744 | |
| AIB Group PLC 1.875% 11/19/29 (Reg. S) (b) | EUR | 2,135,000 | 2,647,591 |
| Bank Ireland Group PLC: | |||
| 2.375% 10/14/29 (Reg. S) (b) | EUR | 2,835,000 | 3,542,620 |
| 3.125% 9/19/27 (Reg. S) (b) | GBP | 3,675,000 | 5,101,479 |
| Cloverie PLC 4.5% 9/11/44 (Reg. S) (b) | 6,507,000 | 6,962,490 | |
| Ryanair Ltd. 2.875% 9/15/25 (Reg. S) | EUR | 700,000 | 912,264 |
| TOTAL IRELAND | 20,481,188 | ||
| Italy - 2.7% | |||
| Aeroporti di Roma SPA 1.625% 2/2/29 (Reg. S) | EUR | 450,000 | 553,371 |
| Enel SpA 2.5% 11/24/78 (Reg. S) (b) | EUR | 1,500,000 | 1,915,164 |
| UniCredit SpA: | |||
| 2.731% 1/15/32 (Reg. S) (b) | EUR | 4,305,000 | 5,311,890 |
| 6.572% 1/14/22 (c) | 4,240,000 | 4,468,093 | |
| TOTAL ITALY | 12,248,518 | ||
| Luxembourg - 1.2% | |||
| Alpha Trains Finance SA 2.064% 6/30/30 | EUR | 2,534,000 | 3,256,227 |
| Blackstone Property Partners Europe LP: | |||
| 1.4% 7/6/22 (Reg. S) | EUR | 610,000 | 756,756 |
| 1.75% 3/12/29 (Reg. S) | EUR | 1,300,000 | 1,672,564 |
| TOTAL LUXEMBOURG | 5,685,547 | ||
| Mexico - 2.1% | |||
| CEMEX S.A.B. de CV 3.125% 3/19/26 (Reg. S) | EUR | 165,000 | 206,927 |
| Gruma S.A.B. de CV 4.875% 12/1/24 (Reg. S) | 690,000 | 775,172 | |
| Petroleos Mexicanos: | |||
| 2.5% 11/24/22 (Reg. S) | EUR | 159,000 | 193,210 |
| 3.625% 11/24/25 (Reg. S) | EUR | 570,000 | 696,123 |
| 3.75% 2/21/24 (Reg. S) | EUR | 6,055,000 | 7,491,866 |
| TOTAL MEXICO | 9,363,298 | ||
| Netherlands - 3.3% | |||
| CTP BV: | |||
| 0.625% 11/27/23 (Reg. S) | EUR | 2,200,000 | 2,707,637 |
| 2.125% 10/1/25 (Reg. S) | EUR | 2,000,000 | 2,582,294 |
| Demeter Investments BV 5.75% 8/15/50 (Reg. S) (b) | 3,025,000 | 3,431,863 | |
| Deutsche Annington Finance BV 5% 10/2/23 (c) | 950,000 | 1,023,324 | |
| Petrobras Global Finance BV 5.093% 1/15/30 | 753,000 | 839,595 | |
| Samvardhana Motherson Automotive Systems Group BV 1.8% 7/6/24 (Reg. S) | EUR | 2,340,000 | 2,771,186 |
| Teva Pharmaceutical Finance Netherlands III BV 1.25% 3/31/23 (Reg. S) | EUR | 1,540,000 | 1,813,801 |
| TOTAL NETHERLANDS | 15,169,700 | ||
| Sweden - 0.9% | |||
| Samhallsbyggnadsbolaget I Norden AB 1.75% 1/14/25 (Reg. S) | EUR | 3,235,000 | 4,149,987 |
| Switzerland - 3.3% | |||
| Credit Suisse Group AG: | |||
| 4.194% 4/1/31 (b)(c) | 2,000,000 | 2,351,230 | |
| 6.5% 8/8/23 (Reg. S) | 6,200,000 | 6,973,661 | |
| UBS AG 4.75% 2/12/26 (Reg. S) (b) | EUR | 4,814,000 | 5,904,441 |
| TOTAL SWITZERLAND | 15,229,332 | ||
| United Kingdom - 14.5% | |||
| Barclays PLC 2% 2/7/28 (Reg. S) (b) | EUR | 850,000 | 1,060,986 |
| CYBG PLC 3.125% 6/22/25 (Reg. S) (b) | GBP | 1,400,000 | 1,987,799 |
| Direct Line Insurance Group PLC 4% 6/5/32 (Reg. S) | GBP | 510,000 | 813,490 |
| Imperial Tobacco Finance PLC 3.5% 7/26/26 (c) | 15,082,000 | 16,689,696 | |
| InterContinental Hotel Group PLC: | |||
| 3.375% 10/8/28 (Reg. S) | GBP | 5,030,000 | 7,557,091 |
| 3.75% 8/14/25 (Reg. S) | GBP | 250,000 | 373,135 |
| John Lewis PLC 6.125% 1/21/25 | GBP | 4,681,000 | 7,201,592 |
| Marks & Spencer PLC: | |||
| 3.75% 5/19/26 (Reg. S) | GBP | 1,700,000 | 2,371,273 |
| 4.5% 7/10/27 (Reg. S) | GBP | 2,420,000 | 3,431,505 |
| Pension Insurance Corp. PLC 4.625% 5/7/31 (Reg. S) | GBP | 785,000 | 1,269,386 |
| Rolls-Royce PLC: | |||
| 3.375% 6/18/26 | GBP | 3,820,000 | 5,199,549 |
| 3.625% 10/14/25 (c) | 2,345,000 | 2,362,588 | |
| 5.75% 10/15/27 (Reg. S) | GBP | 100,000 | 151,109 |
| Royal Bank of Scotland Group PLC: | |||
| 3.073% 5/22/28 (b) | 2,179,000 | 2,364,067 | |
| 3.622% 8/14/30 (Reg. S) (b) | GBP | 650,000 | 955,842 |
| Scottish & Southern Energy PLC 4.75% 9/16/77 (Reg. S) (b) | 3,940,000 | 4,087,750 | |
| Tesco Corporate Treasury Services PLC 2.75% 4/27/30 (Reg. S) | GBP | 1,120,000 | 1,696,020 |
| Travis Perkins PLC 4.5% 9/7/23 (Reg. S) | GBP | 1,050,000 | 1,527,426 |
| Tullow Oil PLC 6.25% 4/15/22 (Reg. S) | 1,535,000 | 1,224,163 | |
| Vodafone Group PLC: | |||
| 2.625% 8/27/80 (Reg. S) (b) | EUR | 1,350,000 | 1,692,569 |
| 6.25% 10/3/78 (Reg. S) (b) | 2,055,000 | 2,271,803 | |
| TOTAL UNITED KINGDOM | 66,288,839 | ||
| United States of America - 1.6% | |||
| Ford Motor Credit Co. LLC: | |||
| 2.748% 6/14/24 | GBP | 1,700,000 | 2,321,960 |
| 4.535% 3/6/25 | GBP | 550,000 | 796,708 |
| International Flavors & Fragrances, Inc. 1.8% 9/25/26 | EUR | 2,810,000 | 3,700,172 |
| Time Warner Cable LLC 4.5% 9/15/42 | 380,000 | 444,665 | |
| TOTAL UNITED STATES OF AMERICA | 7,263,505 | ||
| TOTAL NONCONVERTIBLE BONDS | |||
| (Cost $194,868,664) | 209,673,098 | ||
| U.S. Government and Government Agency Obligations - 0.3% | |||
| U.S. Treasury Obligations - 0.3% | |||
| U.S. Treasury Bonds: | |||
| 2.5% 2/15/45 | $59,000 | $70,228 | |
| 3% 5/15/47 (d) | 297,000 | 388,200 | |
| U.S. Treasury Notes: | |||
| 2.125% 5/15/25 (e) | 695,000 | 750,003 | |
| 2.625% 2/15/29 (e) | 220,000 | 252,424 | |
| 1,460,855 | |||
| TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS | |||
| (Cost $1,255,709) | 1,460,855 | ||
| Foreign Government and Government Agency Obligations - 9.9% | |||
| Germany - 7.9% | |||
| German Federal Republic: | |||
| 0% 10/10/25 (Reg. S) | EUR | $3,500,000 | $4,428,762 |
| 0% 11/15/27 (Reg. S) | EUR | 8,705,000 | 11,149,682 |
| 0% 5/15/35 (Reg. S) | EUR | 15,800,000 | 20,399,836 |
| TOTAL GERMANY | 35,978,280 | ||
| United Kingdom - 2.0% | |||
| United Kingdom, Great Britain and Northern Ireland: | |||
| 1.25% 10/22/41 (Reg. S) (e) | GBP | 1,350,000 | 2,048,867 |
| 1.75% 9/7/37 (Reg. S) (d) | GBP | 3,005,000 | 4,875,226 |
| 1.75% 1/22/49(Reg. S) (d) | GBP | 1,040,000 | 1,789,384 |
| 3.25% 1/22/44 | GBP | 200,000 | 420,888 |
| TOTAL UNITED KINGDOM | 9,134,365 | ||
| TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS | |||
| (Cost $42,943,556) | 45,112,645 | ||
| Preferred Securities - 31.3% | |||
| Australia - 1.4% | |||
| QBE Insurance Group Ltd.: | |||
| 5.25% (Reg. S) (b)(f) | 2,430,000 | 2,566,144 | |
| 5.875% (b)(c)(f) | 3,305,000 | 3,637,531 | |
| TOTAL AUSTRALIA | 6,203,675 | ||
| Canada - 0.9% | |||
| Bank of Nova Scotia: | |||
| 4.65% (b)(f) | 2,395,000 | 2,431,757 | |
| 4.9% (b)(f) | 1,380,000 | 1,499,344 | |
| TOTAL CANADA | 3,931,101 | ||
| France - 2.2% | |||
| BNP Paribas SA 6.625% (Reg. S) (b)(f) | 2,150,000 | 2,387,435 | |
| Danone SA 1.75% (Reg. S) (b)(f) | EUR | 1,800,000 | 2,275,895 |
| EDF SA 5.25% (Reg. S) (b)(f) | 5,140,000 | 5,543,518 | |
| TOTAL FRANCE | 10,206,848 | ||
| Germany - 3.2% | |||
| Allianz SE 3.5% (Reg. S) (b)(f) | 2,400,000 | 2,455,436 | |
| Bayer AG 2.375% 11/12/79 (Reg. S) (b) | EUR | 9,500,000 | 11,958,191 |
| TOTAL GERMANY | 14,413,627 | ||
| Ireland - 0.4% | |||
| AIB Group PLC: | |||
| 5.25% (Reg. S) (b)(f) | EUR | 800,000 | 1,042,327 |
| 6.25% (Reg. S) (b)(f) | EUR | 620,000 | 838,116 |
| TOTAL IRELAND | 1,880,443 | ||
| Luxembourg - 2.9% | |||
| Aroundtown SA 3.375% (Reg. S) (b)(f) | EUR | 5,300,000 | 6,771,482 |
| CPI Property Group SA 4.375% (Reg. S) (b)(f) | EUR | 1,870,000 | 2,382,173 |
| Eurofins Scientific SA 2.875% (Reg. S) (b)(f) | EUR | 3,250,000 | 4,081,961 |
| TOTAL LUXEMBOURG | 13,235,616 | ||
| Netherlands - 9.2% | |||
| AerCap Holdings NV 5.875% 10/10/79 (b) | 4,550,000 | 4,575,359 | |
| AT Securities BV 5.25% (Reg. S) (b)(f) | 750,000 | 800,268 | |
| Deutsche Annington Finance BV 4% (Reg. S) (b)(f) | EUR | 2,000,000 | 2,526,644 |
| Stichting AK Rabobank Certificaten 6.5% (Reg. S) (f)(g) | EUR | 2,873,075 | 4,648,571 |
| Telefonica Europe BV: | |||
| 2.502% (Reg. S) (b)(f) | EUR | 1,800,000 | 2,276,381 |
| 2.625% (Reg. S) (b)(f) | EUR | 4,200,000 | 5,271,610 |
| Volkswagen International Finance NV: | |||
| 2.5%(Reg. S) (b)(f) | EUR | 495,000 | 622,770 |
| 2.7%(Reg. S) (b)(f) | EUR | 13,000,000 | 16,220,167 |
| 3.875% (Reg. S) (b)(f) | EUR | 3,700,000 | 4,977,373 |
| TOTAL NETHERLANDS | 41,919,143 | ||
| Spain - 0.5% | |||
| Banco Bilbao Vizcaya Argentaria SA 5.875% (Reg. S) (b)(f) | EUR | 2,000,000 | 2,555,775 |
| Sweden - 3.1% | |||
| Heimstaden Bostad AB 3.248% (Reg. S) (b)(f) | EUR | 6,410,000 | 8,266,415 |
| Samhallsbyggnadsbolaget I Norden AB: | |||
| 2.624% (Reg. S) (b)(f) | EUR | 2,000,000 | 2,478,373 |
| 4.625% (Reg. S) (b)(f) | EUR | 2,540,000 | 3,376,626 |
| TOTAL SWEDEN | 14,121,414 | ||
| Switzerland - 1.9% | |||
| Credit Suisse Group AG 7.5% (Reg. S) (b)(f) | 7,230,000 | 8,069,236 | |
| UBS Group AG 7% (Reg. S) (b)(f) | 500,000 | 598,439 | |
| TOTAL SWITZERLAND | 8,667,675 | ||
| United Kingdom - 5.6% | |||
| Aviva PLC 6.125% (b)(f) | GBP | 8,350,000 | 12,468,950 |
| Barclays Bank PLC 7.625% 11/21/22 | 1,881,000 | 2,108,402 | |
| Barclays PLC 7.125% (b)(f) | GBP | 200,000 | 305,387 |
| HSBC Holdings PLC: | |||
| 5.25% (b)(f) | EUR | 1,827,000 | 2,361,069 |
| 6.375% (b)(f) | 2,200,000 | 2,440,411 | |
| Lloyds Banking Group PLC: | |||
| 5.125% (b)(f) | GBP | 2,230,000 | 3,187,699 |
| 7.625% (Reg. S) (b)(f) | GBP | 905,000 | 1,359,284 |
| Scottish & Southern Energy PLC 3.74% (Reg. S) (b)(f) | GBP | 780,000 | 1,144,399 |
| TOTAL UNITED KINGDOM | 25,375,601 | ||
| TOTAL PREFERRED SECURITIES | |||
| (Cost $130,719,368) | 142,510,918 | ||
| Shares | Value | ||
| Money Market Funds - 11.6% | |||
| Fidelity Cash Central Fund 0.11% (h) | |||
| (Cost $53,135,260) | 53,124,635 | 53,135,260 |
| Purchased Swaptions - 0.1%(i) | ||||
| Expiration Date | Notional Amount | Value | ||
| Put Options - 0.1% | ||||
| Option with an exercise rate of 2.625% on a credit default swap with BNP Paribas S.A. to buy protection on the 5-Year iTraxx Europe Crossover Series 34 Index expiring December 2025, paying 5% quarterly. | 3/17/21 | EUR 36,550,000 | $517,960 | |
| TOTAL PURCHASED SWAPTIONS | ||||
| (Cost $589,371) | 517,960 | |||
| TOTAL INVESTMENT IN SECURITIES - 99.2% | ||||
| (Cost $423,511,928) | 452,410,736 | |||
| NET OTHER ASSETS (LIABILITIES) - 0.8% | 3,537,105 | |||
| NET ASSETS - 100% | $455,947,841 |
| Futures Contracts | |||||
| Number of contracts | Expiration Date | Notional Amount | Value | Unrealized Appreciation/(Depreciation) | |
| Purchased | |||||
| Bond Index Contracts | |||||
| ASX 10 Year Treasury Bond Index Contracts (Australia) | 26 | March 2021 | $2,951,183 | $11,585 | $11,585 |
| Eurex Euro-Bobl Contracts (Germany) | 55 | March 2021 | 9,082,846 | (4,613) | (4,613) |
| Eurex Euro-Bund Contracts (Germany) | 47 | March 2021 | 10,199,654 | 4,390 | 4,390 |
| Eurex Euro-Buxl 30 Year Bond Contracts (Germany) | 19 | March 2021 | 5,228,124 | 11,292 | 11,292 |
| TME 10 Year Canadian Note Contracts (Canada) | 140 | March 2021 | 16,398,774 | 45,086 | 45,086 |
| TOTAL BOND INDEX CONTRACTS | 67,740 | ||||
| Treasury Contracts | |||||
| CBOT 2-Year U.S. Treasury Note Contracts (United States) | 10 | March 2021 | 2,209,766 | 2,480 | 2,480 |
| CBOT 5-Year U.S. Treasury Note Contracts (United States) | 355 | March 2021 | 44,788,242 | 91,181 | 91,181 |
| CBOT Long Term U.S. Treasury Bond Contracts (United States) | 98 | March 2021 | 16,972,375 | (66,056) | (66,056) |
| CBOT Ultra 10-Year U.S. Treasury Note Contracts (United States) | 117 | March 2021 | 18,294,047 | (26,381) | (26,381) |
| CBOT Ultra Long Term U.S. Treasury Bond Contracts (United States) | 94 | March 2021 | 20,074,875 | (43,612) | (43,612) |
| TOTAL TREASURY CONTRACTS | (42,388) | ||||
| TOTAL PURCHASED | 25,352 | ||||
| Sold | |||||
| Bond Index Contracts | |||||
| ICE Long Gilt Contracts (United Kingdom) | 40 | March 2021 | 7,414,038 | (75,360) | (75,360) |
| TOTAL FUTURES CONTRACTS | $(50,008) |
The notional amount of futures purchased as a percentage of Net Assets is 32.1%
The notional amount of futures sold as a percentage of Net Assets is 1.6%
For the period, the average monthly notional amount at value for futures contracts in the aggregate was $117,040,893.
| Forward Foreign Currency Contracts | ||||||
| Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation/(Depreciation) | ||
| USD | 51,024 | CAD | 65,000 | Goldman Sachs Bank USA | 1/5/21 | $(40) |
| USD | 216,176 | EUR | 176,000 | Goldman Sachs Bank USA | 1/5/21 | 1,165 |
| EUR | 135,000 | USD | 165,244 | BNP Paribas S.A. | 1/22/21 | (251) |
| EUR | 6,400,000 | USD | 7,800,714 | Citibank, N.A. | 1/22/21 | 21,147 |
| GBP | 3,232,000 | USD | 4,357,051 | Citibank, N.A. | 1/22/21 | 63,304 |
| USD | 39,211 | CAD | 50,000 | Royal Bank Of Canada | 1/22/21 | (73) |
| USD | 523,967 | EUR | 428,000 | BNP Paribas S.A. | 1/22/21 | 881 |
| USD | 156,564,999 | EUR | 128,491,000 | JPMorgan Chase Bank, N.A. | 1/22/21 | (472,289) |
| USD | 157,551 | EUR | 129,000 | State Street Bank And Trust Co | 1/22/21 | (108) |
| USD | 82,156,497 | GBP | 60,824,000 | Citibank, N.A. | 1/22/21 | (1,031,524) |
| USD | 526,264 | GBP | 386,000 | State Street Bank And Trust Co | 1/22/21 | (1,662) |
| USD | 228,153 | GBP | 169,000 | State Street Bank And Trust Co | 1/22/21 | (2,986) |
| USD | 71,803,000 | EUR | 58,541,815 | JPMorgan Chase Bank, N.A. | 1/25/21 | 249,876 |
| TOTAL FORWARD FOREIGN CURRENCY CONTRACTS | $(1,172,560) | |||||
| Unrealized Appreciation | 336,373 | |||||
| Unrealized Depreciation | (1,508,933) | |||||
For the period, the average contract value for forward foreign currency contracts was $270,118,412. Contract value represents contract amount in United States dollars plus or minus unrealized appreciation or depreciation, respectively.
Swaps
| Underlying Reference | Maturity Date | Clearinghouse / Counterparty | Fixed Payment Received/(Paid) | Payment Frequency | Notional Amount | Value | Upfront Premium Received/(Paid) | Unrealized Appreciation/(Depreciation) |
| Credit Default Swaps | ||||||||
| Buy Protection | ||||||||
| Akzo Nobel NV | Jun. 2024 | Citibank, N.A. | (1%) | Quarterly | EUR 5,250,000 | $(175,623) | $120,274 | $(55,349) |
| Gas Natural Capital Markets SA | Jun. 2022 | Goldman Sachs Bank USA | (1%) | Quarterly | EUR 1,800,000 | (27,478) | 10,743 | (16,735) |
| Standard Chartered Bank | Jun. 2022 | Goldman Sachs Bank USA | (1%) | Quarterly | EUR 920,000 | (13,082) | (4,322) | (17,404) |
| Volvo Treas AB | Jun. 2024 | Citibank, N.A. | (1%) | Quarterly | EUR 850,000 | (26,306) | 14,768 | (11,538) |
| TOTAL CREDIT DEFAULT SWAPS | $(242,489) | $141,463 | $(101,026) | |||||
Currency Abbreviations
CAD – Canadian dollar
EUR – European Monetary Unit
GBP – British pound
USD – U.S. dollar
Categorizations in the Schedule of Investments are based on country or territory of incorporation.
Legend
(a) Amount is stated in United States dollars unless otherwise noted.
(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.
(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $30,752,740 or 6.7% of net assets.
(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,890,742.
(e) Security or a portion of the security has been segregated as collateral for open forward foreign currency contracts and bi-lateral over-the-counter (OTC) swaps. At period end, the value of securities pledged amounted to $2,308,199.
(f) Security is perpetual in nature with no stated maturity date.
(g) Non-income producing - Security is in default.
(h) 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.
(i) For the period, the average monthly notional amount for purchased swaptions was $47,992,746.
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 | $34,498 |
| Total | $34,498 |
Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations, if applicable.
The value, beginning of period, for the Fidelity Cash Central Fund was $4,701,226. Net realized gain (loss) and change in net unrealized appreciation (depreciation) on Fidelity Cash Central Fund is presented in the Statement of Operations, if applicable. Purchases and sales of the Fidelity Cash Central Fund were $362,001,778 and $313,567,752, respectively, during the period.
Investment Valuation
The following is a summary of the inputs used, as of December 31, 2020, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.
| Valuation Inputs at Reporting Date: | ||||
| Description | Total | Level 1 | Level 2 | Level 3 |
| Investments in Securities: | ||||
| Corporate Bonds | $209,673,098 | $-- | $209,673,098 | $-- |
| U.S. Government and Government Agency Obligations | 1,460,855 | -- | 1,460,855 | -- |
| Foreign Government and Government Agency Obligations | 45,112,645 | -- | 45,112,645 | -- |
| Preferred Securities | 142,510,918 | -- | 142,510,918 | -- |
| Money Market Funds | 53,135,260 | 53,135,260 | -- | -- |
| Purchased Swaptions | 517,960 | -- | 517,960 | -- |
| Total Investments in Securities: | $452,410,736 | $53,135,260 | $399,275,476 | $-- |
| Derivative Instruments: | ||||
| Assets | ||||
| Futures Contracts | $166,014 | $166,014 | $-- | $-- |
| Forward Foreign Currency Contracts | 336,373 | -- | 336,373 | -- |
| Total Assets | $502,387 | $166,014 | $336,373 | $-- |
| Liabilities | ||||
| Futures Contracts | $(216,022) | $(216,022) | $-- | $-- |
| Forward Foreign Currency Contracts | (1,508,933) | -- | (1,508,933) | -- |
| Swaps | (242,489) | -- | (242,489) | -- |
| Total Liabilities | $(1,967,444) | $(216,022) | $(1,751,422) | $-- |
| Total Derivative Instruments: | $(1,465,057) | $(50,008) | $(1,415,049) | $-- |
Value of Derivative Instruments
The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of December 31, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.
| Primary Risk Exposure / Derivative Type | Value | |
| Asset | Liability | |
| Credit Risk | ||
| Purchased Swaptions(a) | $517,960 | $0 |
| Swaps(b) | 0 | (242,489) |
| Total Credit Risk | 517,960 | (242,489) |
| Foreign Exchange Risk | ||
| Forward Foreign Currency Contracts(c) | 336,373 | (1,508,933) |
| Total Foreign Exchange Risk | 336,373 | (1,508,933) |
| Interest Rate Risk | ||
| Futures Contracts(d) | 166,014 | (216,022) |
| Total Interest Rate Risk | 166,014 | (216,022) |
| Total Value of Derivatives | $1,020,347 | $(1,967,444) |
(a) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.
(b) For bi-lateral over-the-counter (OTC) swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items.
(c) Gross value is presented in the Statement of Assets and Liabilities in the unrealized appreciation/depreciation on forward foreign currency contracts line-items.
(d) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin on futures contracts, and the net cumulative appreciation (depreciation) is included in Total accumulated earnings (loss).
See accompanying notes which are an integral part of the financial statements.
Financial Statements
Statement of Assets and Liabilities
| December 31, 2020 | ||
| Assets | ||
| Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $370,376,668) | $399,275,476 | |
| Fidelity Central Funds (cost $53,135,260) | 53,135,260 | |
| Total Investment in Securities (cost $423,511,928) | $452,410,736 | |
| Segregated cash with brokers for derivative instruments | 150 | |
| Foreign currency held at value (cost $915,240) | 919,712 | |
| Unrealized appreciation on forward foreign currency contracts | 336,373 | |
| Receivable for fund shares sold | 613,271 | |
| Interest receivable | 3,528,024 | |
| Distributions receivable from Fidelity Central Funds | 3,157 | |
| Receivable for daily variation margin on futures contracts | 154,124 | |
| Other receivables | 24 | |
| Total assets | 457,965,571 | |
| Liabilities | ||
| Unrealized depreciation on forward foreign currency contracts | $1,508,933 | |
| Payable for fund shares redeemed | 255,701 | |
| Bi-lateral OTC swaps, at value | 242,489 | |
| Other payables and accrued expenses | 10,607 | |
| Total liabilities | 2,017,730 | |
| Net Assets | $455,947,841 | |
| Net Assets consist of: | ||
| Paid in capital | $440,141,415 | |
| Total accumulated earnings (loss) | 15,806,426 | |
| Net Assets | $455,947,841 | |
| Net Asset Value, offering price and redemption price per share ($455,947,841 ÷ 4,374,647 shares) | $104.23 |
See accompanying notes which are an integral part of the financial statements.
Statement of Operations
| Year ended December 31, 2020 | ||
| Investment Income | ||
| Dividends | $5,125,867 | |
| Interest | 6,434,485 | |
| Income from Fidelity Central Funds | 34,498 | |
| Income before foreign taxes withheld | 11,594,850 | |
| Less foreign taxes withheld | (16,467) | |
| Total income | 11,578,383 | |
| Expenses | ||
| Custodian fees and expenses | $19,272 | |
| Independent directors' fees and expenses | 1,204 | |
| Miscellaneous | 3 | |
| Total expenses before reductions | 20,479 | |
| Expense reductions | (414) | |
| Total expenses after reductions | 20,065 | |
| Net investment income (loss) | 11,558,318 | |
| Realized and Unrealized Gain (Loss) | ||
| Net realized gain (loss) on: | ||
| Investment securities: | ||
| Unaffiliated issuers | 8,331,751 | |
| Fidelity Central Funds | (32) | |
| Forward foreign currency contracts | (19,186,660) | |
| Foreign currency transactions | 290,782 | |
| Futures contracts | 5,778,574 | |
| Swaps | 1,085,353 | |
| Total net realized gain (loss) | (3,700,232) | |
| Change in net unrealized appreciation (depreciation) on: | ||
| Investment securities: | ||
| Unaffiliated issuers | 22,465,144 | |
| Forward foreign currency contracts | 594,896 | |
| Assets and liabilities in foreign currencies | 24,128 | |
| Futures contracts | 815,740 | |
| Swaps | 358,190 | |
| Total change in net unrealized appreciation (depreciation) | 24,258,098 | |
| Net gain (loss) | 20,557,866 | |
| Net increase (decrease) in net assets resulting from operations | $32,116,184 |
See accompanying notes which are an integral part of the financial statements.
Statement of Changes in Net Assets
| Year ended December 31, 2020 | Year ended December 31, 2019 | |
| Increase (Decrease) in Net Assets | ||
| Operations | ||
| Net investment income (loss) | $11,558,318 | $6,459,579 |
| Net realized gain (loss) | (3,700,232) | 9,110,826 |
| Change in net unrealized appreciation (depreciation) | 24,258,098 | 11,691,327 |
| Net increase (decrease) in net assets resulting from operations | 32,116,184 | 27,261,732 |
| Distributions to shareholders | (20,857,055) | (15,391,259) |
| Distributions to shareholders from tax return of capital | – | (556,424) |
| Total distributions | (20,857,055) | (15,947,683) |
| Affiliated share transactions | ||
| Proceeds from sales of shares | 186,892,372 | 125,621,460 |
| Reinvestment of distributions | 20,857,055 | 15,947,683 |
| Cost of shares redeemed | (73,603,628) | (14,536,693) |
| Net increase (decrease) in net assets resulting from share transactions | 134,145,799 | 127,032,450 |
| Total increase (decrease) in net assets | 145,404,928 | 138,346,499 |
| Net Assets | ||
| Beginning of period | 310,542,913 | 172,196,414 |
| End of period | $455,947,841 | $310,542,913 |
| Other Information | ||
| Shares | ||
| Sold | 1,810,524 | 1,236,870 |
| Issued in reinvestment of distributions | 202,349 | 157,869 |
| Redeemed | (705,114) | (143,624) |
| Net increase (decrease) | 1,307,759 | 1,251,115 |
See accompanying notes which are an integral part of the financial statements.
Financial Highlights
Fidelity International Credit Central Fund
| Years ended December 31, | 2020 | 2019 | 2018 | 2017 A |
| Selected Per–Share Data | ||||
| Net asset value, beginning of period | $101.26 | $94.83 | $99.80 | $100.00 |
| Income from Investment Operations | ||||
| Net investment income (loss)B | 3.060 | 2.744 | 2.597 | 1.214 |
| Net realized and unrealized gain (loss) | 5.002 | 9.957 | (3.725) | .970 |
| Total from investment operations | 8.062 | 12.701 | (1.128) | 2.184 |
| Distributions from net investment income | (3.418) | (3.022)C | (2.398) | (.922) |
| Distributions from net realized gain | (1.674) | (3.040)C | (1.444) | (.415) |
| Tax return of capital | – | (.209) | – | (1.047) |
| Total distributions | (5.092) | (6.271) | (3.842) | (2.384) |
| Net asset value, end of period | $104.23 | $101.26 | $94.83 | $99.80 |
| Total ReturnD,E | 8.11% | 13.57% | (1.13)% | 2.20% |
| Ratios to Average Net AssetsF,G | ||||
| Expenses before reductions | .01% | .01% | .01% | .01%H |
| Expenses net of fee waivers, if any | .01% | .01% | .01% | .01%H |
| Expenses net of all reductions | .01% | .01% | .01% | .01%H |
| Net investment income (loss) | 2.97% | 2.72% | 2.66% | 2.17%H |
| Supplemental Data | ||||
| Net assets, end of period (000 omitted) | $455,948 | $310,543 | $172,196 | $106,300 |
| Portfolio turnover rateI | 67% | 84% | 85% | 85%H |
A For the period June 13, 2017 (commencement of operations) to December 31, 2017.
B Calculated based on average shares outstanding during the period.
C The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.
D Total returns for periods of less than one year are not annualized.
E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment advisor, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.
H Annualized
I Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
See accompanying notes which are an integral part of the financial statements.
Notes to Financial Statements
For the period ended December 31, 2020
1. Organization.
Fidelity International Credit Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios II LLC (the LLC) and is authorized to issue an unlimited number of shares. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company LLC (FMR), or its affiliates (the Investing Funds). 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.
Effective January 1, 2020:
Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".
2. Investments in Fidelity Central Funds.
The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.
The Money Market Central Funds seek preservation of capital and current income and are managed by the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.
A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.
3. Significant Accounting Policies.
The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:
Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Directors (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.
The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:
- Level 1 – quoted prices in active markets for identical investments
- Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
- Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)
Valuation techniques used to value the Fund's investments by major category are as follows:
Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. For foreign debt securities, when significant market or security specific events arise, valuations may be determined in good faith in accordance with procedures adopted by the Board. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.
The U.S. dollar value of foreign currency contracts is determined using currency exchange rates supplied by a pricing service and are categorized as Level 2 in the hierarchy. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Options traded over-the-counter are valued using vendor or broker-supplied valuations and are categorized as Level 2 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of December 31, 2020 is included at the end of the Fund's Schedule of Investments.
Foreign Currency. Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.
The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.
Realized gains and losses on foreign currency transactions arise from the disposition of foreign currency, realized changes in the value of foreign currency between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Unrealized gains and losses on assets and liabilities in foreign currencies arise from changes in the value of foreign currency, and from assets and liabilities denominated in foreign currencies, other than investments, which are held at period end.
Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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.
Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.
Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.
Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.
Book-tax differences are primarily due to futures contracts, swaps, foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales, futures transactions and excise tax regulations.
As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:
| Gross unrealized appreciation | $19,124,537 |
| Gross unrealized depreciation | (1,239,568) |
| Net unrealized appreciation (depreciation) | $17,884,969 |
| Tax Cost | $423,149,348 |
The tax-based components of distributable earnings as of period end were as follows:
| Undistributed ordinary income | $1,838,296 |
| Undistributed long-term capital gain | $2,438,007 |
| Net unrealized appreciation (depreciation) on securities and other investments | $17,926,388 |
The fund intends to elect to defer to its next fiscal year $6,396,264 of ordinary losses recognized during the period November 1, 2020 to December 31, 2020.
The tax character of distributions paid was as follows:
| December 31, 2020 | December 31, 2019 | |
| Ordinary Income | $16,510,808 | $14,662,813 |
| Long-term Capital Gains | 4,346,247 | 728,446 |
| Tax Return of Capital | – | 556,424 |
| Total | $20,857,055 | $15,947,683 |
Restricted Securities (including Private Placements). The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.
4. Derivative Instruments.
Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts, forward foreign currency contracts, options, and swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.
The Fund used derivatives to increase returns, to gain exposure to certain types of assets, to facilitate transactions in foreign-denominated securities and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.
The Fund's use of derivatives increased or decreased its exposure to the following risks:
| Credit Risk | Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund. |
| Foreign Exchange Risk | Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates. |
| Interest Rate Risk | Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates. |
The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as forward foreign currency contracts, options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.
Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.
Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.
| Primary Risk Exposure / Derivative Type | Net Realized Gain (Loss) | Change in Net Unrealized Appreciation (Depreciation) |
| Credit Risk | ||
| Purchased Options | $(565,771) | $314,593 |
| Swaps | 265,149 | 202,201 |
| Total Credit Risk | (300,622) | 516,794 |
| Foreign Exchange Risk | ||
| Forward Foreign Currency Contracts | (19,186,660) | 594,896 |
| Interest Rate Risk | ||
| Futures Contracts | 5,778,574 | 815,740 |
| Swaps | 820,204 | 155,989 |
| Total Interest Rate Risk | 6,598,778 | 971,729 |
| Totals | $(12,888,504) | $2,083,419 |
A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.
Forward Foreign Currency Contracts. Forward foreign currency contracts represent obligations to purchase or sell foreign currency on a specified future date at a price fixed at the time the contracts are entered into. The Fund used forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to manage exposure to certain foreign currencies.
Forward foreign currency contracts are valued daily and fluctuations in exchange rates on open contracts are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the closing value and the value at the time it was opened. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on forward foreign currency contracts during the period is presented in the Statement of Operations.
Any open forward foreign currency contracts at period end are presented in the Schedule of Investments under the caption "Forward Foreign Currency Contracts." The contract amount and unrealized appreciation (depreciation) reflects each contract's exposure to the underlying currency at period end.
Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the bond market and fluctuations in interest rates.
Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on 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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.
Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.
Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to potential credit events.
Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included in the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are presented in the Statement of Operations.
Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable.
Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.
Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. A centrally cleared OTC swap is a transaction executed between a fund and a dealer counterparty, then cleared by a futures commission merchant (FCM) through a clearinghouse. Once cleared, the clearinghouse serves as a central counterparty, with whom a fund exchanges cash flows for the life of the transaction, similar to transactions in futures contracts.
Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.
Centrally cleared OTC swaps require a fund to deposit either cash or securities (initial margin) with the FCM, at the instruction of and for the benefit of the clearinghouse. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Cash deposited to meet initial margin requirements is presented in segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin on centrally cleared OTC swaps in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.
For both bi-lateral and centrally cleared OTC swaps, payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is presented in the Statement of Operations.
Any open swaps at period end are included in the Schedule of Investments under the caption "Swaps" and are representative of volume of activity during the period.
Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.
For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.
As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.
As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.
Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.
Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.
5. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.
| Purchases ($) | Sales ($) | |
| Fidelity International Credit Central Fund | 315,728,429 | 237,771,156 |
6. Fees and Other Transactions with Affiliates.
Management Fee and Expense Contract. Fidelity Management & Research Company LLC (the investment adviser) provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract, the investment adviser receives a monthly management fee that represents a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, the investment adviser also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain miscellaneous expenses such as proxy and shareholder meeting expenses.
Interfund Trades. Funds may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.
7. Expense Reductions.
Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $414.
8. 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 the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.
9. Coronavirus (COVID-19) Pandemic.
An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Fidelity Central Investment Portfolios II LLC and the Partners of Fidelity International Credit Central Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity International Credit Central Fund (one of the funds constituting Fidelity Central Investment Portfolios II LLC, referred to hereafter as the “Fund”) as of December 31, 2020, the related statement of operations for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the three years in the period ended December 31, 2020 and for the period June 13, 2017 (commencement of operations) to December 31, 2017 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, 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 ended December 31, 2020 and the financial highlights for each of the three years in the period ended December 31, 2020 and for the period June 13, 2017 (commencement of operations) to December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.
Directors and Officers (Trustees and Officers)
The Trustees, Members of the Advisory Board (if any), and officers of the trust for central funds housed in Fidelity Central Investment Portfolios II 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. Each of the Trustees oversees 280 funds.
The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. Officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.
The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.
Experience, Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
Board Structure and Oversight Function. Abigail P. Johnson is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Arthur E. Johnson serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.
Fidelity® funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, asset allocation and certain equity funds, and other Boards oversee Fidelity's high income and other equity funds. The asset allocation funds may invest in Fidelity® funds that are overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity® funds overseen by each Board.
The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of Fidelity's risk management program for the Fidelity® funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."
Interested Trustees*:
Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009
Trustee
Chairman of the Board of Trustees
Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of Fidelity Management & Research Company LLC (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-2019), Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of Fidelity Management & Research Company (2001-2005), a Trustee of other investment companies advised by Fidelity Management & Research Company, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
Jennifer Toolin McAuliffe (1959)
Year of Election or Appointment: 2016
Trustee
Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Previously, Ms. McAuliffe served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company), Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo and Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe previously served as a member of the Advisory Board of certain Fidelity® funds (2016). Ms. McAuliffe was previously a lawyer at Ropes & Gray LLP and currently serves as director or trustee of several not-for-profit entities.
* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the Fidelity Central Investment Portfolios II LLC or various entities under common control with FMR.
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Independent Trustees:
Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013
Trustee
Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Acton served as Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011) and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Ms. Acton previously served as a member of the Advisory Board of certain Fidelity® funds (2013-2016).
Ann E. Dunwoody (1953)
Year of Election or Appointment: 2018
Trustee
General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). General Dunwoody currently serves as President of First to Four LLC (leadership and mentoring services, 2012-present), a member of the Board and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and a member of the Board of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a member of the Advisory Board and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor and aerospace systems, 2013-2019) and a member of the Board and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board, Chair of the Nomination and Governance Committee and a member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present), a member of the Board of Florida Institute of Technology (2015-present) and a member of the Board of ThanksUSA (military family education non-profit, 2014-present). General Dunwoody previously served as a member of the Advisory Board of certain Fidelity® funds (2018).
John Engler (1948)
Year of Election or Appointment: 2014
Trustee
Mr. Engler also serves as Trustee of other Fidelity® funds. Previously, Mr. Engler served as Governor of Michigan (1991-2003), President of the Business Roundtable (2011-2017) and interim President of Michigan State University (2018-2019). Mr. Engler currently serves as a member of the Board of K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a member of the Board of Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-2019) and Trustee of The Munder Funds (2003-2014). Mr. Engler previously served as a member of the Advisory Board of certain Fidelity® funds (2014-2016).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010
Trustee
Mr. Gartland also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007) and Chase Manhattan Bank (1975-1978). Mr. Gartland previously served as Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-2019), as a member of the Board of National Securities Clearing Corporation (1993-1996) and as Chairman of TradeWeb (2003-2004).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008
Trustee
Chairman of the Independent Trustees
Mr. Johnson also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson currently serves as a member of the Board of Booz Allen Hamilton (management consulting, 2011-present). Mr. Johnson previously served as a member of the Board of Eaton Corporation plc (diversified power management, 2009-2019) and a member of the Board of AGL Resources, Inc. (holding company, 2002-2016). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds. Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009
Trustee
Vice Chairman of the Independent Trustees
Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management and Executive Vice President and Chief Investment Officer of Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager for various institutional equity accounts and mutual funds and Portfolio Manager for a number of institutional fixed-income clients. Mr. Kenneally began his career as a Research Analyst in 1983 and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
Marie L. Knowles (1946)
Year of Election or Appointment: 2007
Trustee
Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Knowles held several positions at Atlantic Richfield Company (diversified energy), including Executive Vice President and Chief Financial Officer (1996-2000), Senior Vice President (1993-1996) and President of ARCO Transportation Company (pipeline and tanker operations, 1993-1996). Ms. Knowles currently serves as a member of the Board of McKesson Corporation (healthcare service, since 2002), a member of the Board of the Santa Catalina Island Company (real estate, 2009-present), a member of the Investment Company Institute Board of Governors and a member of the Governing Council of the Independent Directors Council (2014-present). Ms. Knowles also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.
Mark A. Murray (1954)
Year of Election or Appointment: 2016
Trustee
Mr. Murray also serves as Trustee of other Fidelity® funds. Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016), President (2006-2013) and Vice Chairman (2013-2020) of Meijer, Inc. Mr. Murray serves as a member of the Board and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present) and a member of the Board and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray previously served as a member of the Board of Spectrum Health (not-for-profit health system, 2015-2019). Mr. Murray also serves as a member of the Board of many community and professional organizations. Mr. Murray previously served as a member of the Advisory Board of certain Fidelity® funds (2016).
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Advisory Board Members and Officers:
Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.
Name, Year of Birth; Principal Occupation
Craig S. Brown (1977)
Year of Election or Appointment: 2019
Assistant Treasurer
Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).
John J. Burke III (1964)
Year of Election or Appointment: 2018
Chief Financial Officer
Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).
David J. Carter (1973)
Year of Election or Appointment: 2020
Assistant Secretary
Mr. Carter also serves as Assistant Secretary of other funds. Mr. Carter serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Jonathan Davis (1968)
Year of Election or Appointment: 2010
Assistant Treasurer
Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).
Laura M. Del Prato (1964)
Year of Election or Appointment: 2018
President and Treasurer
Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Previously, Ms. Del Prato served as President and Treasurer of The North Carolina Capital Management Trust: Cash Portfolio and Term Portfolio (2018-2020). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).
Colm A. Hogan (1973)
Year of Election or Appointment: 2016
Assistant Treasurer
Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).
Cynthia Lo Bessette (1969)
Year of Election or Appointment: 2019
Secretary and Chief Legal Officer (CLO)
Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).
Chris Maher (1972)
Year of Election or Appointment: 2013
Assistant Treasurer
Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).
Jamie Pagliocco (1964)
Year of Election or Appointment: 2020
Vice President
Mr. Pagliocco also serves as Vice President of other funds. Mr. Pagliocco serves as President of Fixed Income (2020-present), and is an employee of Fidelity Investments (2001-present). Previously, Mr. Pagliocco served as Co-Chief Investment Officer – Bond (2017-2020), Global Head of Bond Trading (2016-2019), and as a portfolio manager.
Kenneth B. Robins (1969)
Year of Election or Appointment: 2020
Chief Compliance Officer
Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company LLC (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2016-2019), as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.
Brett Segaloff (1972)
Year of Election or Appointment: 2021
Anti-Money Laundering (AML) Officer
Mr. Segaloff also serves as an AML Officer of other funds and other related entities. He is Director, Anti-Money Laundering (2007-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments (1996-present).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013
Assistant Treasurer
Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.
Marc L. Spector (1972)
Year of Election or Appointment: 2016
Deputy Treasurer
Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).
Jim Wegmann (1979)
Year of Election or Appointment: 2019
Assistant Treasurer
Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).
Shareholder Expense Example
As a shareholder, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or redemption proceeds, as applicable and (2) ongoing costs, which generally include management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2020 to December 31, 2020).
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 for a class/Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If any fund is a shareholder of any underlying mutual funds or exchange-traded funds (ETFs) (the Underlying Funds), such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses incurred presented in the table. These fees and expenses are not included in the 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 actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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. If any fund is a shareholder of any Underlying Funds, such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses as presented in the table. These fees and expenses are not included in the 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-A | Beginning Account Value July 1, 2020 | Ending Account Value December 31, 2020 | Expenses Paid During Period-B July 1, 2020 to December 31, 2020 | |
| Fidelity International Credit Central Fund | .0047% | |||
| Actual | $1,000.00 | $1,056.00 | $.02 | |
| Hypothetical-C | $1,000.00 | $1,025.11 | $.02 |
A Annualized expense ratio reflects expenses net of applicable fee waivers.
B Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period). The fees and expenses of any Underlying Funds are not included in each annualized expense ratio.
C 5% return per year before expenses
Distributions (Unaudited)
The Board of Trustees of Fidelity International Credit Central Fund voted to pay on February 16, 2021, to shareholders of record at the opening of business on February 12, 2021, a distribution of $0.974 per share derived from capital gains realized from sales of portfolio securities.
The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2019, $ 728,446, or, if subsequently determined to be different, the net capital gain of such year.
The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2020, $ 6,784,254, or, if subsequently determined to be different, the net capital gain of such year.
A total of 0.50% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.
The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.
Board Approval of Investment Advisory Contracts and Management Fees
Fidelity International Credit Central Fund
Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company LLC (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.At its September 2020 meeting, the Board 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 Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and 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 Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the investment personnel compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board considered that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process. The Board also considered Fidelity's investments in business continuity planning, and its success in continuously providing services to the fund notwithstanding the severe disruptions caused by the COVID-19 pandemic.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, subcustodians, and pricing vendors; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.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. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other Fidelity funds and accounts and ultimately to enhance the performance of those funds and accounts.Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR receives fees for providing services to funds that invest in the fund. The Board also noted that FMR bears all expenses of the fund with certain limited exceptions (i.e., custody fees, interest, taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, and extraordinary expenses). The Board further noted that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. Based on its review, the Board concluded that the management fee received for providing services to the fund and the fund's total expense ratio were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of the funds that invest in the fund.A public accounting firm has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. The engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of certain fund profitability information and its conformity to established allocation methodologies. After considering the 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 potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the funds' business. The Board considered areas where potential indirect benefits to the Fidelity funds from their relationships with Fidelity may exist. The Board also considered that in 2019 a joint ad hoc committee created by it and the boards of other Fidelity funds evaluated potential fall-out benefits (PFOB Committee). The Board noted that it considered the PFOB Committee's findings in connection with its consideration of the renewal of the Advisory Contracts.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 with certain limited exceptions.Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund with certain limited exceptions, the realization of economies of scale was not a material factor in the Board's decision to renew the fund's Advisory Contract.Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of the funds' various management fee structures, including the basic group fee and the terms of Fidelity's voluntary expense limitation agreements; (vi) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends; (vii) the impact on fund profitability of recent industry trends, such as the growth in passively managed funds and outflows from actively managed equity funds; and (viii) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity regarding Fidelity's efforts to maintain the continuous investment and shareholder services necessary for the funds during the current pandemic and economic circumstances.Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements are fair and reasonable, and that the fund's Advisory Contracts should be renewed.
ICF-ANN-0221
1.9882753.103
Item 2.
Code of Ethics
As of the end of the period, December 31, 2020, Fidelity Central Investment Portfolios II 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 Elizabeth S. Acton is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Acton is independent for purposes of Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services
Fees and Services
The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity International Credit Central Fund (the “Fund”):
Services Billed by PwC
December 31, 2020 FeesA
Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | |
Fidelity International Credit Central Fund | $73,500 | $6,400 | $12,700 | $3,500 |
December 31, 2019 FeesA
Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | |
Fidelity International Credit Central Fund | $83,000 | $6,900 | $4,600 | $3,900 |
A Amounts may reflect rounding
The following table(s) present(s) fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund(s) and that are rendered on behalf of Fidelity Management & Research Company LLC ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund(s) (“Fund Service Providers”):
Services Billed by PwC
December 31, 2020A | December 31, 2019A | |
Audit-Related Fees | $9,377,400 | $7,705,000 |
Tax Fees | $30,000 | $10,000 |
All Other Fees | $- | $- |
A Amounts may reflect rounding.
“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.
“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.
“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.
Assurance services must be performed by an independent public accountant.
* * *
The aggregate non-audit fees billed by PwC for services rendered to the Fund(s), FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund(s) are as follows:
Billed By | December 31, 2020A | December 31, 2019A |
PwC | $14,504,900 | $12,370,000 |
A Amounts may reflect rounding.
The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its(their) audit of the Fund(s), taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund(s) and its(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(s) 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 periodically.
Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)
There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund’s(s’) last two fiscal years relating to services provided to (i) the Fund(s) or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund(s).
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 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.
Disclosure of Securities Lending Activities for Closed-End Management
Investment Companies
Not applicable.
Item 13.
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) | |
(a) | (3) | Not applicable. |
(b) |
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 II LLC
By: | /s/Laura M. Del Prato |
Laura M. Del Prato | |
President and Treasurer | |
Date: | February 18, 2021 |
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/Laura M. Del Prato |
Laura M. Del Prato | |
President and Treasurer | |
Date: | February 18, 2021 |
By: | /s/John J. Burke III |
John J. Burke III | |
Chief Financial Officer | |
Date: | February 18, 2021 |