UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21667
Fidelity Central Investment Portfolios LLC
(Exact name of registrant as specified in charter)
245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Margaret Carey, 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: | June 30 |
|
|
Date of reporting period: | June 30, 2024 |
Item 1.
Reports to Stockholders
| |
| | ANNUAL SHAREHOLDER REPORT | AS OF JUNE 30, 2024 | This report describes changes to the Fund that occurred during the reporting period. |
| | Fidelity® U.S. Equity Central Fund Fidelity® U.S. Equity Central Fund true |
| | | |
This annual shareholder report contains information about Fidelity® U.S. Equity Central Fund for the period July 1, 2023 to June 30, 2024. You can find additional information about the Fund at fundresearch.fidelity.com/
prospectus/sec. You can also request this information by contacting us at 1-800-544-8544.
What were your Fund costs for the last year?(based on hypothetical $10,000 investment)
FUND COST (PREVIOUS YEAR)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment | |
| Fidelity® U.S. Equity Central Fund | $ 0 A | 0.00%B | |
A Amount represents less than $.50
B Amount represents less than 0.005%
What affected the Fund's performance this period?
- •U.S. equities gained considerably for the 12 months ending June 30, 2024, driven by resilient corporate profits, a frenzy over generative artificial intelligence and the Federal Reserve's likely pivot to cutting interest rates later this year. Amid this favorable backdrop for higher-risk assets, stocks continued their late-2023 momentum, powered by signs of continued U.S. economic strength.
- •Against this backdrop, security selection was the primary detractor versus the benchmark, especially within the information technology sector. Subpar picks among health care stocks, primarily within the health care equipment & services industry, also hurt. Further weighing on the portfolio's relative result were investment choices in consumer staples and materials. The fund's position in cash was a notable detractor as well.
- •The biggest stock-specific relative detractor was an underweight stake in Nvidia (+192%), one of the fund's largest holdings. Not owning Broadcom, a benchmark component that gained approximately 88%, also proved detrimental. An overweight in Penumbra (-48%) hurt as well.
- •In contrast, the biggest contributor to performance versus the benchmark was stock selection in communication services. Picks among industrials and financials firms also boosted the fund's relative performance.
- •The top individual relative contributor was an outsized position in Micron Technology (+110%). Not owning Johnson & Johnson, a benchmark component that returned -9%, was another plus. An underweight in benchmark heavyweight Apple (+9%) also helped, though the stock remained one of the fund's biggest holdings at period end.
- •Notable changes in positioning include decreased exposure to consumer staples stocks.
How did the Fund perform over the life of Fund?
CUMULATIVE PERFORMANCE
September 18, 2020 through June 30, 2024.
Initial investment of $10,000.
Fidelity® U.S. Equity Central Fund | $10,000 | $13,447 | $11,332 | $13,706 | $16,617 |
MSCI U.S. Investable Market 2500 Index | $10,000 | $13,399 | $11,554 | $13,777 | $16,979 |
MSCI USA Index | $10,000 | $13,146 | $11,415 | $13,581 | $16,855 |
| | 2020 | 2021 | 2022 | 2023 | 2024 |
AVERAGE ANNUAL TOTAL RETURNS: | | 1 Year | Life of Fund A |
| Fidelity® U.S. Equity Central Fund | 21.24% | 14.37% |
| MSCI U.S. Investable Market 2500 Index | 23.25% | 15.02% |
| MSCI USA Index | 24.10% | 14.80% |
A From September 18, 2020
Visit www.fidelity.com for more recent performance information. |
The Fund's past performance is not a good predictor of the Fund's future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares. |
Key Fund Statistics (as of June 30, 2024)
KEY FACTS | | |
| Fund Size | $19,324,685,325 | |
| Number of Holdings | 371 | |
| Total Advisory Fee | $0 | |
| Portfolio Turnover | 44% | |
What did the Fund invest in?
(as of June 30, 2024)
MARKET SECTORS (% of Fund's net assets) | | |
| Information Technology | 27.5 | |
| Financials | 13.1 | |
| Health Care | 11.8 | |
| Consumer Discretionary | 10.1 | |
| Industrials | 9.8 | |
| Communication Services | 9.2 | |
| Consumer Staples | 5.5 | |
| Energy | 4.1 | |
| Real Estate | 2.6 | |
| Materials | 2.4 | |
| Utilities | 2.2 | |
| |
| Common Stocks | 98.1 |
| Preferred Stocks | 0.2 |
| Bonds | 0.0 |
| Short-Term Investments and Net Other Assets (Liabilities) | 1.7 |
ASSET ALLOCATION (% of Fund's net assets) |
|
|
| United States | 95.2 |
| Canada | 1.6 |
| United Kingdom | 0.9 |
| Netherlands | 0.4 |
| France | 0.4 |
| Puerto Rico | 0.2 |
| Ireland | 0.2 |
| Singapore | 0.2 |
| Denmark | 0.2 |
| Others | 0.7 |
GEOGRAPHIC DIVERSIFICATION (% of Fund's net assets) |
|
| |
|
TOP HOLDINGS (% of Fund's net assets) | | |
| Microsoft Corp | 7.5 | |
| Apple Inc | 4.8 | |
| Alphabet Inc Class A | 4.1 | |
| Amazon.com Inc | 4.1 | |
| NVIDIA Corp | 4.1 | |
| Meta Platforms Inc Class A | 2.7 | |
| Exxon Mobil Corp | 1.7 | |
| JPMorgan Chase & Co | 1.5 | |
| Unitedhealth Group Inc | 1.3 | |
| Boston Scientific Corp | 1.3 | |
| | 33.1 | |
| |
How has the Fund changed?
This is a summary of certain changes to the Fund since July 1, 2023. For more complete information, you may review the Fund's next prospectus, which we expect to be available by August 29, 2024 at fundresearch.fidelity.com/prospectus/sec or upon request at 1-800-544-8544 .
Effective March 1, 2024, the fund's management contract was amended to remove the fee the investment adviser received from investing funds. | |
| Fidelity, the Fidelity Investments Logo and all other Fidelity trademarks or service marks used herein are trademarks or service marks of FMR LLC. Any third-party marks that are used herein are trademarks or service marks of their respective owners. © 2024 FMR LLC. All rights reserved. |
| | For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit fundresearch.fidelity.com/prospectus/sec 1.9913371.100 6211-TSRA-0824 |
Item 2.
Code of Ethics
As of the end of the period, June 30, 2024, Fidelity Central Investment Portfolios LLC (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
Item 3.
Audit Committee Financial Expert
The Board of Trustees of the trust has determined that Donald F. Donahue is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Donahue is independent for purposes of Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services
Fees and Services
The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity U.S. Equity Central Fund (the “Fund”):
Services Billed by Deloitte Entities
June 30, 2024 FeesA
| | | | |
| Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees |
Fidelity U.S. Equity Central Fund | $46,400 | $- | $8,700 | $1,100 |
| | | | |
| Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees |
Fidelity U.S. Equity Central Fund | $50,000 | $- | $8,000 | $1,100 |
A Amounts may reflect rounding.
The following table(s) present(s) fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the 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”):
| | |
| June 30, 2024A | June 30, 2023 A |
Audit-Related Fees | $200,000 | $80,000 |
Tax Fees | $- | $- |
All Other Fees | $1,929,500 | $- |
A Amounts may reflect rounding.
“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.
“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.
“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.
Assurance services must be performed by an independent public accountant.
* * *
The aggregate non-audit fees billed by Deloitte Entities for services rendered to the 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 | June 30, 2024A | June 30, 2023A |
Deloitte Entities | $6,208,300 | $2,057,100 |
|
|
|
A Amounts may reflect rounding.
The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its(their) audit of the Fund(s), taking into account representations from Deloitte Entities, 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).
The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.
The Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.
Item 5.
Audit Committee of Listed Registrants
Not applicable.
Item 6.
Investments
(a)
Not applicable.
(b)
Not applicable.
Item 7.
Financial Statements and Financial Highlights for Open-End Management Investment Companies
Fidelity® U.S. Equity Central Fund
Annual Report
June 30, 2024
Contents
To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.
You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.
Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.
Other third-party marks appearing herein are the property of their respective owners.
All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2024 FMR LLC. All rights reserved.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-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.
Item 7: Consolidated Financial Statements and Consolidated Financial Highlights for Open-End Management Investment Companies (Annual Report)
Fidelity® U.S. Equity Central Fund
Consolidated Schedule of Investments June 30, 2024
Showing Percentage of Net Assets
| Common Stocks - 98.0% |
| | | Shares | Value ($) |
| COMMUNICATION SERVICES - 9.2% | | | |
| Diversified Telecommunication Services - 0.3% | | | |
| AT&T, Inc. | | 3,343,600 | 63,896,196 |
| GCI Liberty, Inc. Class A (Escrow) (a)(b) | | 264,647 | 3 |
| | | | 63,896,199 |
| Entertainment - 1.5% | | | |
| Lions Gate Entertainment Corp. Class B (c) | | 463,126 | 3,968,990 |
| Lionsgate Studios Corp. | | 57,800 | 465,868 |
| Lionsgate Studios Corp. (a) | | 218,214 | 1,758,805 |
| Live Nation Entertainment, Inc. (c) | | 57,100 | 5,352,554 |
| Netflix, Inc. (c) | | 136,405 | 92,057,006 |
| Roblox Corp. (c) | | 329,600 | 12,264,416 |
| Roku, Inc. Class A (c) | | 111,000 | 6,652,230 |
| Sea Ltd. ADR Class A (c) | | 525,000 | 37,495,500 |
| Spotify Technology SA (c) | | 44,800 | 14,057,792 |
| The Walt Disney Co. | | 907,620 | 90,117,590 |
| TKO Group Holdings, Inc. | | 179,512 | 19,385,501 |
| Ubisoft Entertainment SA (c) | | 487,700 | 10,675,859 |
| | | | 294,252,111 |
| Interactive Media & Services - 7.2% | | | |
| Alphabet, Inc. Class A | | 4,367,500 | 795,540,125 |
| Bumble, Inc. (c) | | 400,100 | 4,205,051 |
| Match Group, Inc. (c) | | 116,600 | 3,542,308 |
| Meta Platforms, Inc. Class A | | 1,029,325 | 519,006,252 |
| Pinterest, Inc. Class A (c) | | 302,900 | 13,348,803 |
| Reddit, Inc. Class B | | 236,672 | 15,120,974 |
| Snap, Inc. Class A (c) | | 2,061,700 | 34,244,837 |
| | | | 1,385,008,350 |
| Media - 0.2% | | | |
| Altice U.S.A., Inc. Class A (c) | | 5,095,804 | 10,395,440 |
| Ibotta, Inc. | | 8,100 | 608,796 |
| Liberty Broadband Corp. Class A (c) | | 375,853 | 20,521,574 |
| | | | 31,525,810 |
TOTAL COMMUNICATION SERVICES | | | 1,774,682,470 |
| CONSUMER DISCRETIONARY - 10.2% | | | |
| Automobile Components - 0.1% | | | |
| Adient PLC (c) | | 270,845 | 6,692,580 |
| Aptiv PLC (c) | | 245,500 | 17,288,110 |
| | | | 23,980,690 |
| Automobiles - 0.8% | | | |
| Tesla, Inc. (c) | | 814,010 | 161,076,299 |
| Broadline Retail - 4.1% | | | |
| Amazon.com, Inc. (c) | | 4,075,968 | 787,680,816 |
| Etsy, Inc. (c) | | 183,000 | 10,793,340 |
| | | | 798,474,156 |
| Distributors - 0.1% | | | |
| LKQ Corp. | | 363,100 | 15,101,329 |
| Hotels, Restaurants & Leisure - 2.3% | | | |
| Airbnb, Inc. Class A (c) | | 178,500 | 27,065,955 |
| Aramark | | 128,797 | 4,381,674 |
| Booking Holdings, Inc. | | 17,323 | 68,625,065 |
| Caesars Entertainment, Inc. (c) | | 363,658 | 14,451,769 |
| Churchill Downs, Inc. | | 277,964 | 38,803,774 |
| Domino's Pizza, Inc. | | 71,919 | 37,133,937 |
| Flutter Entertainment PLC (c) | | 69,900 | 12,781,359 |
| Hilton Worldwide Holdings, Inc. | | 217,003 | 47,350,055 |
| Marriott International, Inc. Class A | | 205,376 | 49,653,756 |
| McDonald's Corp. | | 121,490 | 30,960,512 |
| Red Rock Resorts, Inc. | | 298,700 | 16,407,591 |
| Restaurant Brands International, Inc. | | 384,900 | 27,122,079 |
| Starbucks Corp. | | 274,300 | 21,354,255 |
| Yum! Brands, Inc. | | 328,800 | 43,552,848 |
| | | | 439,644,629 |
| Household Durables - 0.1% | | | |
| D.R. Horton, Inc. | | 131,420 | 18,521,021 |
| Leisure Products - 0.1% | | | |
| Brunswick Corp. | | 112,300 | 8,172,071 |
| Specialty Retail - 1.8% | | | |
| Five Below, Inc. (c) | | 109,929 | 11,978,963 |
| Foot Locker, Inc. | | 376,500 | 9,382,380 |
| Lowe's Companies, Inc. | | 604,261 | 133,215,380 |
| The Home Depot, Inc. | | 154,134 | 53,059,088 |
| TJX Companies, Inc. | | 1,062,476 | 116,978,608 |
| Valvoline, Inc. (c) | | 481,971 | 20,821,147 |
| | | | 345,435,566 |
| Textiles, Apparel & Luxury Goods - 0.8% | | | |
| lululemon athletica, Inc. (c) | | 112,567 | 33,623,763 |
| LVMH Moet Hennessy Louis Vuitton SE | | 12,991 | 9,974,374 |
| NIKE, Inc. Class B | | 592,610 | 44,665,016 |
| PVH Corp. | | 353,821 | 37,459,029 |
| Tapestry, Inc. | | 705,861 | 30,203,792 |
| | | | 155,925,974 |
TOTAL CONSUMER DISCRETIONARY | | | 1,966,331,735 |
| CONSUMER STAPLES - 5.5% | | | |
| Beverages - 2.1% | | | |
| Boston Beer Co., Inc. Class A (c) | | 108,550 | 33,113,178 |
| Brown-Forman Corp. Class B (non-vtg.) | | 234,200 | 10,115,098 |
| Constellation Brands, Inc. Class A (sub. vtg.) | | 94,466 | 24,304,212 |
| Diageo PLC | | 405,984 | 12,745,465 |
| Keurig Dr. Pepper, Inc. | | 2,805,901 | 93,717,093 |
| Monster Beverage Corp. (c) | | 631,756 | 31,556,212 |
| PepsiCo, Inc. | | 291,300 | 48,044,109 |
| The Coca-Cola Co. | | 2,447,491 | 155,782,802 |
| | | | 409,378,169 |
| Consumer Staples Distribution & Retail - 0.8% | | | |
| Albertsons Companies, Inc. | | 465,800 | 9,199,550 |
| Alimentation Couche-Tard, Inc. (multi-vtg.) | | 343,200 | 19,259,138 |
| BJ's Wholesale Club Holdings, Inc. (c) | | 42,800 | 3,759,552 |
| Dollar Tree, Inc. (c) | | 31,300 | 3,341,901 |
| Performance Food Group Co. (c) | | 326,902 | 21,611,491 |
| Target Corp. | | 198,800 | 29,430,352 |
| Walgreens Boots Alliance, Inc. | | 233,900 | 2,829,021 |
| Walmart, Inc. | | 1,008,300 | 68,271,993 |
| | | | 157,702,998 |
| Food Products - 0.7% | | | |
| Archer Daniels Midland Co. | | 377,700 | 22,831,965 |
| Lamb Weston Holdings, Inc. | | 295,600 | 24,854,048 |
| Mondelez International, Inc. | | 419,812 | 27,472,497 |
| Nomad Foods Ltd. | | 434,407 | 7,159,027 |
| The J.M. Smucker Co. | | 283,700 | 30,934,648 |
| The Real Good Food Co. LLC: | | | |
| Class B (b)(c) | | 146,056 | 1 |
| Class B unit (c)(d) | | 146,056 | 73,057 |
| The Simply Good Foods Co. (c) | | 22,300 | 805,699 |
| TreeHouse Foods, Inc. (c) | | 286,203 | 10,486,478 |
| Tyson Foods, Inc. Class A | | 224,300 | 12,816,502 |
| | | | 137,433,922 |
| Household Products - 1.0% | | | |
| Energizer Holdings, Inc. | | 1,276,515 | 37,708,253 |
| Procter & Gamble Co. | | 906,693 | 149,531,810 |
| The Clorox Co. | | 33,800 | 4,612,686 |
| | | | 191,852,749 |
| Personal Care Products - 0.5% | | | |
| Estee Lauder Companies, Inc. Class A | | 301,900 | 32,122,160 |
| Kenvue, Inc. | | 3,473,700 | 63,151,866 |
| | | | 95,274,026 |
| Tobacco - 0.4% | | | |
| Altria Group, Inc. | | 191,367 | 8,716,767 |
| British American Tobacco PLC sponsored ADR | | 643,000 | 19,887,990 |
| Philip Morris International, Inc. | | 441,153 | 44,702,033 |
| | | | 73,306,790 |
TOTAL CONSUMER STAPLES | | | 1,064,948,654 |
| ENERGY - 4.1% | | | |
| Energy Equipment & Services - 0.3% | | | |
| Expro Group Holdings NV (c) | | 699,100 | 16,023,372 |
| TechnipFMC PLC | | 529,200 | 13,838,580 |
| Weatherford International PLC (c) | | 243,600 | 29,828,820 |
| | | | 59,690,772 |
| Oil, Gas & Consumable Fuels - 3.8% | | | |
| Africa Oil Corp. | | 7,522,657 | 13,417,114 |
| Athabasca Oil Corp. (c) | | 5,707,200 | 21,609,807 |
| Exxon Mobil Corp. | | 2,843,338 | 327,325,071 |
| Galp Energia SGPS SA | | 1,371,500 | 28,967,293 |
| Hess Corp. | | 236,475 | 34,884,792 |
| Imperial Oil Ltd. (e) | | 907,100 | 61,850,289 |
| Kosmos Energy Ltd. (c) | | 1,892,573 | 10,484,854 |
| MEG Energy Corp. (c) | | 2,225,350 | 47,612,291 |
| PBF Energy, Inc. Class A | | 210,400 | 9,682,608 |
| Phillips 66 Co. | | 277,959 | 39,239,472 |
| Shell PLC ADR | | 920,600 | 66,448,908 |
| Sunoco Logistics Partners, LP | | 143,200 | 8,096,528 |
| Valero Energy Corp. | | 351,686 | 55,130,297 |
| | | | 724,749,324 |
TOTAL ENERGY | | | 784,440,096 |
| FINANCIALS - 13.1% | | | |
| Banks - 5.0% | | | |
| Bancorp, Inc., Delaware (c) | | 759,900 | 28,693,824 |
| Bank of America Corp. | | 4,046,114 | 160,913,954 |
| Bank of Ireland Group PLC | | 2,584,300 | 27,034,465 |
| Citigroup, Inc. | | 1,055,333 | 66,971,432 |
| Citizens Financial Group, Inc. | | 912,529 | 32,878,420 |
| East West Bancorp, Inc. | | 296,109 | 21,684,062 |
| JPMorgan Chase & Co. | | 1,350,644 | 273,181,255 |
| KeyCorp | | 2,511,641 | 35,690,419 |
| M&T Bank Corp. | | 385,570 | 58,359,875 |
| Piraeus Financial Holdings SA (c) | | 3,343,502 | 12,167,162 |
| PNC Financial Services Group, Inc. | | 423,141 | 65,789,963 |
| Popular, Inc. | | 513,500 | 45,408,805 |
| Starling Bank Ltd. Series D (a)(b)(c) | | 4,618,325 | 17,922,736 |
| Wells Fargo & Co. | | 1,848,887 | 109,805,399 |
| | | | 956,501,771 |
| Capital Markets - 3.2% | | | |
| Bank of New York Mellon Corp. | | 710,901 | 42,575,861 |
| Cboe Global Markets, Inc. | | 241,030 | 40,989,562 |
| Charles Schwab Corp. | | 295,300 | 21,760,657 |
| Coinbase Global, Inc. (c) | | 51,395 | 11,421,511 |
| Intercontinental Exchange, Inc. | | 621,400 | 85,063,446 |
| London Stock Exchange Group PLC | | 155,300 | 18,415,223 |
| LPL Financial | | 156,136 | 43,608,785 |
| MarketAxess Holdings, Inc. | | 214,547 | 43,023,110 |
| Moody's Corp. | | 78,745 | 33,146,133 |
| Morgan Stanley | | 1,275,395 | 123,955,640 |
| Northern Trust Corp. | | 368,000 | 30,904,640 |
| State Street Corp. | | 687,700 | 50,889,800 |
| Tradeweb Markets, Inc. Class A | | 222,300 | 23,563,800 |
| UBS Group AG (e) | | 823,167 | 24,316,353 |
| Virtu Financial, Inc. Class A | | 824,601 | 18,512,292 |
| | | | 612,146,813 |
| Consumer Finance - 0.3% | | | |
| Discover Financial Services | | 309,979 | 40,548,353 |
| OneMain Holdings, Inc. | | 363,904 | 17,645,705 |
| | | | 58,194,058 |
| Financial Services - 2.7% | | | |
| Apollo Global Management, Inc. | | 667,140 | 78,769,220 |
| Block, Inc. Class A (c) | | 1,313,149 | 84,684,979 |
| Fiserv, Inc. (c) | | 372,736 | 55,552,573 |
| Global Payments, Inc. | | 243,692 | 23,565,016 |
| Jumo World Holding Ltd. (a)(b) | | 999,839 | 1,859,701 |
| Jumo World Ltd. (b)(c) | | 998 | 0 |
| Marqeta, Inc. Class A (c) | | 3,492,112 | 19,136,774 |
| PayPal Holdings, Inc. (c) | | 268,900 | 15,604,267 |
| Visa, Inc. Class A | | 941,457 | 247,104,219 |
| | | | 526,276,749 |
| Insurance - 1.9% | | | |
| Arthur J. Gallagher & Co. | | 176,331 | 45,724,392 |
| Beazley PLC | | 2,490,152 | 22,286,432 |
| Chubb Ltd. | | 351,752 | 89,724,900 |
| Fairfax Financial Holdings Ltd. (sub. vtg.) | | 35,471 | 40,352,751 |
| Hartford Financial Services Group, Inc. | | 463,947 | 46,645,231 |
| Marsh & McLennan Companies, Inc. | | 302,458 | 63,733,950 |
| Reinsurance Group of America, Inc. | | 138,576 | 28,445,496 |
| Unum Group | | 759,681 | 38,827,296 |
| | | | 375,740,448 |
TOTAL FINANCIALS | | | 2,528,859,839 |
| HEALTH CARE - 11.6% | | | |
| Biotechnology - 2.1% | | | |
| Alnylam Pharmaceuticals, Inc. (c) | | 175,000 | 42,525,000 |
| Argenx SE ADR (c) | | 76,000 | 32,683,040 |
| Ascendis Pharma A/S sponsored ADR (c) | | 240,000 | 32,731,200 |
| Blueprint Medicines Corp. (c) | | 170,000 | 18,322,600 |
| Cargo Therapeutics, Inc. | | 334,300 | 5,489,206 |
| Caris Life Sciences, Inc. (a)(b)(c) | | 227,063 | 588,093 |
| Cytokinetics, Inc. (c) | | 370,000 | 20,046,600 |
| Exact Sciences Corp. (c) | | 540,000 | 22,815,000 |
| Immunocore Holdings PLC ADR (c) | | 140,000 | 4,744,600 |
| Janux Therapeutics, Inc. (c) | | 228,000 | 9,550,920 |
| Keros Therapeutics, Inc. (c) | | 160,000 | 7,312,000 |
| Legend Biotech Corp. ADR (c) | | 825,000 | 36,539,250 |
| Merus BV (c) | | 285,000 | 16,863,450 |
| Nuvalent, Inc. Class A (c) | | 180,000 | 13,654,800 |
| Regeneron Pharmaceuticals, Inc. (c) | | 94,000 | 98,796,820 |
| Spyre Therapeutics, Inc. (c) | | 150,000 | 3,526,500 |
| Vaxcyte, Inc. (c) | | 400,000 | 30,204,000 |
| Xenon Pharmaceuticals, Inc. (c) | | 330,000 | 12,866,700 |
| | | | 409,259,779 |
| Health Care Equipment & Supplies - 3.2% | | | |
| Atricure, Inc. (c) | | 71,400 | 1,625,778 |
| Boston Scientific Corp. (c) | | 3,320,000 | 255,673,200 |
| Edwards Lifesciences Corp. (c) | | 370,000 | 34,176,900 |
| Glaukos Corp. (c) | | 280,000 | 33,138,000 |
| Inspire Medical Systems, Inc. (c) | | 144,000 | 19,271,520 |
| Insulet Corp. (c) | | 240,000 | 48,432,000 |
| Intuitive Surgical, Inc. (c) | | 98,000 | 43,595,300 |
| Masimo Corp. (c) | | 218,000 | 27,454,920 |
| Medical Microinstruments, Inc. warrants 2/16/31 (a)(b)(c) | | 4,627 | 56,912 |
| Penumbra, Inc. (c) | | 410,000 | 73,787,700 |
| Stryker Corp. | | 235,000 | 79,958,750 |
| | | | 617,170,980 |
| Health Care Providers & Services - 2.6% | | | |
| agilon health, Inc. (c) | | 2,520,064 | 16,481,219 |
| Centene Corp. (c) | | 525,000 | 34,807,500 |
| Cigna Group | | 208,000 | 68,758,560 |
| CVS Health Corp. | | 620,000 | 36,617,200 |
| LifeStance Health Group, Inc. (c) | | 2,800,000 | 13,748,000 |
| McKesson Corp. | | 34,000 | 19,857,360 |
| Privia Health Group, Inc. (c) | | 1,350,000 | 23,463,000 |
| Surgery Partners, Inc. (c) | | 1,120,000 | 26,644,800 |
| UnitedHealth Group, Inc. | | 506,500 | 257,940,190 |
| | | | 498,317,829 |
| Health Care Technology - 0.2% | | | |
| Phreesia, Inc. (c) | | 600,000 | 12,720,000 |
| Veeva Systems, Inc. Class A (c) | | 118,000 | 21,595,180 |
| | | | 34,315,180 |
| Life Sciences Tools & Services - 1.1% | | | |
| 10X Genomics, Inc. (c) | | 780,000 | 15,171,000 |
| Bruker Corp. | | 270,000 | 17,228,700 |
| Danaher Corp. | | 530,000 | 132,420,500 |
| Eden Biologics, Inc. (b)(c) | | 1,008,062 | 0 |
| IQVIA Holdings, Inc. (c) | | 108,000 | 22,835,520 |
| Thermo Fisher Scientific, Inc. | | 60,000 | 33,180,000 |
| | | | 220,835,720 |
| Pharmaceuticals - 2.4% | | | |
| AstraZeneca PLC (United Kingdom) | | 235,000 | 36,573,769 |
| Chime Biologics Wuhan Co. Ltd. (b)(c) | | 1,008,062 | 525,029 |
| Eli Lilly & Co. | | 261,500 | 236,756,870 |
| Merck & Co., Inc. | | 1,120,000 | 138,656,000 |
| Royalty Pharma PLC | | 560,000 | 14,767,200 |
| UCB SA | | 200,000 | 29,708,153 |
| | | | 456,987,021 |
TOTAL HEALTH CARE | | | 2,236,886,509 |
| INDUSTRIALS - 9.7% | | | |
| Aerospace & Defense - 2.3% | | | |
| Axon Enterprise, Inc. (c) | | 60,900 | 17,919,216 |
| General Dynamics Corp. | | 154,600 | 44,855,644 |
| General Electric Co. | | 725,500 | 115,332,735 |
| HEICO Corp. Class A | | 113,361 | 20,123,845 |
| Howmet Aerospace, Inc. | | 643,100 | 49,923,853 |
| Lockheed Martin Corp. | | 96,900 | 45,261,990 |
| RTX Corp. | | 141,900 | 14,245,341 |
| The Boeing Co. (c) | | 314,700 | 57,278,547 |
| TransDigm Group, Inc. | | 59,300 | 75,762,273 |
| | | | 440,703,444 |
| Air Freight & Logistics - 0.2% | | | |
| FedEx Corp. | | 118,600 | 35,561,024 |
| Building Products - 0.9% | | | |
| Carlisle Companies, Inc. | | 47,478 | 19,238,560 |
| The AZEK Co., Inc. Class A, (c) | | 412,300 | 17,370,199 |
| Trane Technologies PLC | | 421,010 | 138,482,819 |
| | | | 175,091,578 |
| Commercial Services & Supplies - 0.4% | | | |
| Cintas Corp. | | 28,628 | 20,047,043 |
| Waste Connections, Inc. (United States) | | 308,472 | 54,093,650 |
| | | | 74,140,693 |
| Construction & Engineering - 0.4% | | | |
| EMCOR Group, Inc. | | 52,100 | 19,020,668 |
| Quanta Services, Inc. | | 137,900 | 35,039,011 |
| Willscot Mobile Mini Holdings (c) | | 486,000 | 18,293,040 |
| | | | 72,352,719 |
| Electrical Equipment - 1.2% | | | |
| AMETEK, Inc. | | 648,932 | 108,183,454 |
| Eaton Corp. PLC | | 266,000 | 83,404,300 |
| GE Vernova LLC | | 191,950 | 32,921,345 |
| Vertiv Holdings Co. | | 203,300 | 17,599,681 |
| | | | 242,108,780 |
| Ground Transportation - 1.3% | | | |
| CSX Corp. | | 1,714,578 | 57,352,634 |
| Old Dominion Freight Lines, Inc. | | 430,566 | 76,037,956 |
| Uber Technologies, Inc. (c) | | 903,700 | 65,680,916 |
| Union Pacific Corp. | | 246,100 | 55,682,586 |
| | | | 254,754,092 |
| Machinery - 2.7% | | | |
| Caterpillar, Inc. | | 250,383 | 83,402,577 |
| Chart Industries, Inc. (c) | | 127,800 | 18,446,652 |
| Deere & Co. | | 194,000 | 72,484,220 |
| Dover Corp. | | 478,900 | 86,417,505 |
| Fortive Corp. | | 685,294 | 50,780,285 |
| Ingersoll Rand, Inc. | | 1,105,000 | 100,378,200 |
| Parker Hannifin Corp. | | 223,900 | 113,250,859 |
| | | | 525,160,298 |
| Professional Services - 0.1% | | | |
| ExlService Holdings, Inc. (c) | | 446,730 | 14,009,453 |
| Trading Companies & Distributors - 0.2% | | | |
| FTAI Aviation Ltd. | | 120,100 | 12,397,923 |
| Watsco, Inc. | | 85,100 | 39,421,724 |
| | | | 51,819,647 |
TOTAL INDUSTRIALS | | | 1,885,701,728 |
| INFORMATION TECHNOLOGY - 27.5% | | | |
| Communications Equipment - 0.1% | | | |
| Ciena Corp. (c) | | 458,886 | 22,109,127 |
| IT Services - 1.9% | | | |
| Capgemini SA | | 260,017 | 51,649,137 |
| Cognizant Technology Solutions Corp. Class A | | 699,677 | 47,578,036 |
| EPAM Systems, Inc. (c) | | 280,200 | 52,708,422 |
| MongoDB, Inc. Class A (c) | | 231,800 | 57,940,728 |
| Okta, Inc. (c) | | 587,253 | 54,972,753 |
| Shopify, Inc. Class A (c) | | 172,900 | 11,420,045 |
| Snowflake, Inc. (c) | | 326,000 | 44,039,340 |
| Twilio, Inc. Class A (c) | | 899,138 | 51,080,030 |
| X Holdings Corp. Class A (a)(b)(c) | | 31,890 | 927,999 |
| | | | 372,316,490 |
| Semiconductors & Semiconductor Equipment - 6.7% | | | |
| Advanced Micro Devices, Inc. (c) | | 364,271 | 59,088,399 |
| Analog Devices, Inc. | | 735,161 | 167,807,850 |
| ASML Holding NV (depository receipt) | | 29,400 | 30,068,262 |
| Lattice Semiconductor Corp. (c) | | 163,300 | 9,469,767 |
| Marvell Technology, Inc. | | 338,244 | 23,643,256 |
| Microchip Technology, Inc. | | 371,404 | 33,983,466 |
| Micron Technology, Inc. | | 806,011 | 106,014,627 |
| NVIDIA Corp. | | 6,285,800 | 776,547,732 |
| ON Semiconductor Corp. (c) | | 908,852 | 62,301,805 |
| Skyworks Solutions, Inc. | | 94,859 | 10,110,072 |
| SolarEdge Technologies, Inc. (c)(e) | | 351,100 | 8,868,786 |
| | | | 1,287,904,022 |
| Software - 14.0% | | | |
| Adobe, Inc. (c) | | 418,349 | 232,409,603 |
| Atlassian Corp. PLC Class A, (c) | | 447,900 | 79,224,552 |
| Autodesk, Inc. (c) | | 334,832 | 82,854,178 |
| Bill Holdings, Inc. (c) | | 533,873 | 28,092,397 |
| BlackLine, Inc. (c) | | 828,744 | 40,152,647 |
| Constellation Software, Inc. | | 7,190 | 20,717,165 |
| Constellation Software, Inc. warrants 3/31/40 (b)(c) | | 9,990 | 1 |
| Datadog, Inc. Class A (c) | | 240,657 | 31,210,806 |
| Dynatrace, Inc. (c) | | 475,400 | 21,269,396 |
| Elastic NV (c) | | 400,800 | 45,655,128 |
| Five9, Inc. (c) | | 1,478,592 | 65,205,907 |
| Gen Digital, Inc. | | 1,298,110 | 32,426,788 |
| HubSpot, Inc. (c) | | 106,173 | 62,619,774 |
| Microsoft Corp. | | 3,209,959 | 1,434,691,173 |
| Palo Alto Networks, Inc. (c) | | 169,390 | 57,424,904 |
| PTC, Inc. (c) | | 90,857 | 16,505,991 |
| Salesforce, Inc. | | 922,738 | 237,235,940 |
| Tenable Holdings, Inc. (c) | | 1,375,166 | 59,929,734 |
| Unity Software, Inc. (c)(e) | | 1,172,000 | 19,056,720 |
| Workday, Inc. Class A (c) | | 337,589 | 75,471,397 |
| Workiva, Inc. (c) | | 703,400 | 51,341,166 |
| | | | 2,693,495,367 |
| Technology Hardware, Storage & Peripherals - 4.8% | | | |
| Apple, Inc. | | 4,435,332 | 934,169,626 |
TOTAL INFORMATION TECHNOLOGY | | | 5,309,994,632 |
| MATERIALS - 2.3% | | | |
| Chemicals - 1.6% | | | |
| Air Products & Chemicals, Inc. | | 95,189 | 24,563,521 |
| Axalta Coating Systems Ltd. (c) | | 691,100 | 23,614,887 |
| Cabot Corp. | | 128,800 | 11,835,432 |
| Corteva, Inc. | | 338,600 | 18,264,084 |
| Dow, Inc. | | 624,100 | 33,108,505 |
| Ecolab, Inc. | | 189,400 | 45,077,200 |
| Element Solutions, Inc. | | 807,500 | 21,899,400 |
| Linde PLC | | 197,500 | 86,664,975 |
| The Chemours Co. LLC | | 670,600 | 15,135,442 |
| Tronox Holdings PLC | | 786,800 | 12,344,892 |
| Westlake Corp. | | 62,400 | 9,036,768 |
| | | | 301,545,106 |
| Construction Materials - 0.1% | | | |
| Martin Marietta Materials, Inc. | | 34,322 | 18,595,660 |
| Containers & Packaging - 0.1% | | | |
| Aptargroup, Inc. | | 122,200 | 17,206,982 |
| Avery Dennison Corp. | | 58,700 | 12,834,755 |
| | | | 30,041,737 |
| Metals & Mining - 0.5% | | | |
| First Quantum Minerals Ltd. | | 854,880 | 11,229,263 |
| Franco-Nevada Corp. | | 99,700 | 11,820,723 |
| Freeport-McMoRan, Inc. | | 666,900 | 32,411,340 |
| Ivanhoe Mines Ltd. (c) | | 961,300 | 12,402,284 |
| Nucor Corp. | | 129,600 | 20,487,168 |
| Steel Dynamics, Inc. | | 100,100 | 12,962,950 |
| | | | 101,313,728 |
TOTAL MATERIALS | | | 451,496,231 |
| REAL ESTATE - 2.6% | | | |
| Equity Real Estate Investment Trusts (REITs) - 2.3% | | | |
| Agree Realty Corp. | | 4,100 | 253,954 |
| Crown Castle, Inc. | | 652,200 | 63,719,940 |
| CubeSmart | | 961,015 | 43,409,048 |
| Equinix, Inc. | | 78,500 | 59,393,100 |
| Equity Lifestyle Properties, Inc. | | 315,800 | 20,568,054 |
| Four Corners Property Trust, Inc. | | 1,242,303 | 30,647,615 |
| Invitation Homes, Inc. | | 708,600 | 25,431,654 |
| Mid-America Apartment Communities, Inc. | | 253,200 | 36,108,852 |
| Omega Healthcare Investors, Inc. | | 441,500 | 15,121,375 |
| Prologis, Inc. | | 486,651 | 54,655,774 |
| Ryman Hospitality Properties, Inc. | | 134,000 | 13,381,240 |
| SITE Centers Corp. | | 1,994,800 | 28,924,600 |
| Tanger, Inc. | | 418,400 | 11,342,824 |
| Terreno Realty Corp. | | 176,100 | 10,421,598 |
| Ventas, Inc. | | 660,300 | 33,846,978 |
| | | | 447,226,606 |
| Real Estate Management & Development - 0.3% | | | |
| CoStar Group, Inc. (c) | | 80,900 | 5,997,926 |
| Jones Lang LaSalle, Inc. (c) | | 222,820 | 45,740,490 |
| | | | 51,738,416 |
TOTAL REAL ESTATE | | | 498,965,022 |
| UTILITIES - 2.2% | | | |
| Electric Utilities - 1.5% | | | |
| American Electric Power Co., Inc. | | 243,119 | 21,331,261 |
| Constellation Energy Corp. | | 165,743 | 33,193,351 |
| Edison International | | 337,679 | 24,248,729 |
| Entergy Corp. | | 187,800 | 20,094,600 |
| Eversource Energy | | 343,200 | 19,462,872 |
| Exelon Corp. | | 317,500 | 10,988,675 |
| FirstEnergy Corp. | | 476,679 | 18,242,505 |
| NextEra Energy, Inc. | | 958,017 | 67,837,184 |
| NRG Energy, Inc. | | 170,824 | 13,300,357 |
| PG&E Corp. | | 1,550,306 | 27,068,343 |
| Pinnacle West Capital Corp. | | 73,700 | 5,629,206 |
| PPL Corp. | | 596,900 | 16,504,285 |
| Southern Co. | | 301,755 | 23,407,135 |
| | | | 301,308,503 |
| Gas Utilities - 0.1% | | | |
| Southwest Gas Holdings, Inc. | | 91,800 | 6,460,884 |
| UGI Corp. | | 238,600 | 5,463,940 |
| | | | 11,924,824 |
| Independent Power and Renewable Electricity Producers - 0.2% | | | |
| NextEra Energy Partners LP | | 423,198 | 11,697,193 |
| The AES Corp. | | 614,300 | 10,793,251 |
| Vistra Corp. | | 272,578 | 23,436,256 |
| | | | 45,926,700 |
| Multi-Utilities - 0.4% | | | |
| Ameren Corp. | | 62,500 | 4,444,375 |
| NiSource, Inc. | | 495,502 | 14,275,413 |
| Public Service Enterprise Group, Inc. | | 284,156 | 20,942,297 |
| Sempra | | 447,406 | 34,029,700 |
| | | | 73,691,785 |
TOTAL UTILITIES | | | 432,851,812 |
| TOTAL COMMON STOCKS (Cost $11,509,651,497) | | | 18,935,158,728 |
| | | | |
| Convertible Preferred Stocks - 0.2% |
| | | Shares | Value ($) |
| FINANCIALS - 0.1% | | | |
| Financial Services - 0.1% | | | |
| Circle Internet Financial Ltd.: | | | |
| Series E (a)(b)(c) | | 388,096 | 12,027,095 |
| Series F (a)(b)(c) | | 160,054 | 4,960,073 |
| Saluda Medical, Inc. Series E (a)(b)(c) | | 301,188 | 2,093,257 |
| Thriveworks TopCo LLC Series B (a)(b)(c)(f) | | 141,317 | 1,375,014 |
| | | | 20,455,439 |
| HEALTH CARE - 0.1% | | | |
| Biotechnology - 0.1% | | | |
| Asimov, Inc. Series B (a)(b)(c) | | 35,044 | 1,524,064 |
| Caris Life Sciences, Inc. Series D (a)(b)(c) | | 1,077,331 | 2,790,287 |
| Cleerly, Inc. Series C (a)(b)(c) | | 411,426 | 4,435,172 |
| Element Biosciences, Inc. Series C (a)(b)(c) | | 195,016 | 2,094,472 |
| ElevateBio LLC Series C (a)(b)(c) | | 626,000 | 1,915,560 |
| Inscripta, Inc. Series E (a)(b)(c) | | 423,474 | 1,270,422 |
| | | | 14,029,977 |
| Health Care Equipment & Supplies - 0.0% | | | |
| Medical Microinstruments, Inc. Series C (a)(b) | | 92,546 | 3,040,136 |
| Health Care Providers & Services - 0.0% | | | |
| dMed Biopharmaceutical Co. Ltd. Series C (a)(b)(c) | | 416,172 | 1,956,008 |
| Health Care Technology - 0.0% | | | |
| Aledade, Inc.: | | | |
| Series B1 (a)(b)(c) | | 67,586 | 2,674,378 |
| Series E1 (a)(b)(c) | | 14,822 | 586,507 |
| Omada Health, Inc. Series E (a)(b)(c) | | 597,550 | 2,270,690 |
| Wugen, Inc. Series B (a)(b)(c) | | 155,150 | 595,776 |
| | | | 6,127,351 |
| Pharmaceuticals - 0.0% | | | |
| Galvanize Therapeutics Series B (a)(b)(c) | | 1,112,588 | 945,700 |
TOTAL HEALTH CARE | | | 26,099,172 |
| TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $65,898,907) | | | 46,554,611 |
| | | | |
| Corporate Bonds - 0.1% |
| | | Principal Amount (g) | Value ($) |
| Convertible Bonds - 0.0% | | | |
| HEALTH CARE - 0.0% | | | |
| Pharmaceuticals - 0.0% | | | |
| Galvanize Therapeutics 6% 2/28/27 (a)(b) | | 973,100 | 1,006,185 |
| | | | |
| Nonconvertible Bonds - 0.1% | | | |
| FINANCIALS - 0.1% | | | |
| Financial Services - 0.1% | | | |
| Ant International Co. Ltd. 3.55% 8/14/24 (a)(b) | | 7,721,395 | 7,721,395 |
| | | | |
| TOTAL CORPORATE BONDS (Cost $8,694,495) | | | 8,727,580 |
| | | | |
| U.S. Treasury Obligations - 0.0% |
| | | Principal Amount (g) | Value ($) |
U.S. Treasury Bills, yield at date of purchase 5.28% to 5.33% 7/5/24 to 9/26/24 (h) (Cost $2,641,711) | | 2,650,000 | 2,641,714 |
| | | | |
| Money Market Funds - 1.6% |
| | | Shares | Value ($) |
| Fidelity Cash Central Fund 5.38% (i) | | 292,805,756 | 292,864,317 |
| Fidelity Securities Lending Cash Central Fund 5.38% (i)(j) | | 22,722,426 | 22,724,699 |
| TOTAL MONEY MARKET FUNDS (Cost $315,589,016) | | | 315,589,016 |
| | | | |
| TOTAL INVESTMENT IN SECURITIES - 99.9% (Cost $11,902,475,626) | 19,308,671,649 |
NET OTHER ASSETS (LIABILITIES) - 0.1% | 16,013,676 |
| NET ASSETS - 100.0% | 19,324,685,325 |
| | |
| Futures Contracts |
| | Number of contracts | Expiration Date | Notional Amount ($) | Value ($) | Unrealized Appreciation/ (Depreciation) ($) |
| Purchased | | | | | |
| | | | | | |
| Equity Index Contracts | | | | | |
| CME E-mini S&P 500 Index Contracts (United States) | 157 | Sep 2024 | 43,343,775 | 138,233 | 138,233 |
| | | | | | |
| The notional amount of futures purchased as a percentage of Net Assets is 0.2% |
Legend
| (a) | Restricted securities (including private placements) - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $78,396,440 or 0.4% of net assets. |
| (d) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $73,057 or 0.0% of net assets. |
| (e) | Security or a portion of the security is on loan at period end. |
| (f) | Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes. |
| (g) | Amount is stated in United States dollars unless otherwise noted. |
| (h) | 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 $1,872,165. |
| (i) | Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request. |
| (j) | Investment made with cash collateral received from securities on loan. |
| Additional information on each restricted holding is as follows: |
| Security | Acquisition Date | Acquisition Cost ($) |
| Aledade, Inc. Series B1 | 5/07/21 | 2,587,915 |
| | | |
| Aledade, Inc. Series E1 | 5/20/22 | 738,349 |
| | | |
| Ant International Co. Ltd. 3.55% 8/14/24 | 8/14/23 | 7,721,395 |
| | | |
| Asimov, Inc. Series B | 10/29/21 | 3,247,902 |
| | | |
| Caris Life Sciences, Inc. | 10/06/22 | 1,271,553 |
| | | |
| Caris Life Sciences, Inc. Series D | 5/11/21 | 8,726,381 |
| | | |
| Circle Internet Financial Ltd. Series E | 5/11/21 | 6,298,800 |
| | | |
| Circle Internet Financial Ltd. Series F | 5/09/22 | 6,744,676 |
| | | |
| Cleerly, Inc. Series C | 7/08/22 | 4,846,845 |
| | | |
| dMed Biopharmaceutical Co. Ltd. Series C | 12/01/20 | 5,910,953 |
| | | |
| Element Biosciences, Inc. Series C | 6/21/21 | 4,008,885 |
| | | |
| ElevateBio LLC Series C | 3/09/21 | 2,626,070 |
| | | |
| Galvanize Therapeutics Series B | 3/29/22 | 1,926,207 |
| | | |
| Galvanize Therapeutics 6% 2/28/27 | 2/28/24 | 973,100 |
| | | |
| GCI Liberty, Inc. Class A (Escrow) | 5/23/23 | 0 |
| | | |
| Inscripta, Inc. Series E | 3/30/21 | 3,739,275 |
| | | |
| Jumo World Holding Ltd. | 9/06/23 | 999,839 |
| | | |
| Lionsgate Studios Corp. | 12/22/23 | 2,101,401 |
| | | |
| Medical Microinstruments, Inc. warrants 2/16/31 | 2/16/24 | 0 |
| | | |
| Medical Microinstruments, Inc. Series C | 2/16/24 | 3,084,901 |
| | | |
| Omada Health, Inc. Series E | 12/22/21 | 3,582,432 |
| | | |
| Saluda Medical, Inc. Series E | 4/06/23 | 2,431,732 |
| | | |
| Starling Bank Ltd. Series D | 6/18/21 | 8,257,037 |
| | | |
| Thriveworks TopCo LLC Series B | 7/23/21 - 2/25/22 | 4,060,362 |
| | | |
| Wugen, Inc. Series B | 7/09/21 | 1,203,173 |
| | | |
| X Holdings Corp. Class A | 10/27/21 | 2,390,803 |
| | | |
Affiliated Central Funds
Fiscal year to date information regarding the Fund's investments in Fidelity Central Funds, including the ownership percentage, is presented below.
| Affiliate | Value, beginning of period ($) | Purchases ($) | Sales Proceeds ($) | Dividend Income ($) | Realized Gain (loss) ($) | Change in Unrealized appreciation (depreciation) ($) | Value, end of period ($) | % ownership, end of period |
| Fidelity Cash Central Fund 5.38% | 205,039,854 | 3,454,199,190 | 3,366,379,648 | 13,991,857 | 4,921 | - | 292,864,317 | 0.6% |
| Fidelity Securities Lending Cash Central Fund 5.38% | 65,705,738 | 595,888,984 | 638,870,023 | 342,739 | - | - | 22,724,699 | 0.1% |
| Total | 270,745,592 | 4,050,088,174 | 4,005,249,671 | 14,334,596 | 4,921 | - | 315,589,016 | |
| | | | | | | | | |
Amounts in the dividend income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line item in the Consolidated Statement of Operations, if applicable.
Amounts in the dividend income column for Fidelity Securities Lending Cash Central Fund represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities.
Amounts included in the purchases and sales proceeds columns may include in-kind transactions, if applicable.
Investment Valuation
The following is a summary of the inputs used, as of June 30, 2024, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Consolidated Financial Statements.
| Valuation Inputs at Reporting Date: |
| Description | Total ($) | Level 1 ($) | Level 2 ($) | Level 3 ($) |
Investments in Securities: | | | | |
|
| Equities: | | | | |
Communication Services | 1,774,682,470 | 1,774,682,467 | - | 3 |
Consumer Discretionary | 1,966,331,735 | 1,956,357,361 | 9,974,374 | - |
Consumer Staples | 1,064,948,654 | 1,052,203,188 | 12,745,465 | 1 |
Energy | 784,440,096 | 755,472,803 | 28,967,293 | - |
Financials | 2,549,315,278 | 2,478,495,017 | 30,582,385 | 40,237,876 |
Health Care | 2,262,985,681 | 2,199,142,706 | 36,573,769 | 27,269,206 |
Industrials | 1,885,701,728 | 1,885,701,728 | - | - |
Information Technology | 5,309,994,632 | 5,257,417,495 | 51,649,137 | 928,000 |
Materials | 451,496,231 | 451,496,231 | - | - |
Real Estate | 498,965,022 | 498,965,022 | - | - |
Utilities | 432,851,812 | 432,851,812 | - | - |
|
| Corporate Bonds | 8,727,580 | - | - | 8,727,580 |
|
| U.S. Government and Government Agency Obligations | 2,641,714 | - | 2,641,714 | - |
|
| Money Market Funds | 315,589,016 | 315,589,016 | - | - |
| Total Investments in Securities: | 19,308,671,649 | 19,058,374,846 | 173,134,137 | 77,162,666 |
Derivative Instruments: Assets | | | | |
Futures Contracts | 138,233 | 138,233 | - | - |
| Total Assets | 138,233 | 138,233 | - | - |
| Total Derivative Instruments: | 138,233 | 138,233 | - | - |
Value of Derivative Instruments
The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2024. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Consolidated Financial Statements.
Primary Risk Exposure / Derivative Type | Value |
| Asset ($) | Liability ($) |
| Equity Risk | | |
Futures Contracts (a) | 138,233 | 0 |
| Total Equity Risk | 138,233 | 0 |
| Total Value of Derivatives | 138,233 | 0 |
(a)Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Consolidated Schedule of Investments. In the Consolidated 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).
Consolidated Financial Statements
| Consolidated Statement of Assets and Liabilities |
| | | | June 30, 2024 |
| | | | | |
| Assets | | | | |
| Investment in securities, at value (including securities loaned of $21,906,942) - See accompanying schedule: | | | | |
Unaffiliated issuers (cost $11,586,886,610) | $ | 18,993,082,633 | | |
Fidelity Central Funds (cost $315,589,016) | | 315,589,016 | | |
| | | | | |
| | | | | |
| Total Investment in Securities (cost $11,902,475,626) | | | $ | 19,308,671,649 |
| Cash | | | | 538,271 |
| Foreign currency held at value (cost $954,987) | | | | 962,432 |
| Receivable for investments sold | | | | 45,569,761 |
| Receivable for fund shares sold | | | | 1,702,277 |
| Dividends receivable | | | | 10,887,330 |
| Interest receivable | | | | 258,489 |
| Distributions receivable from Fidelity Central Funds | | | | 1,203,617 |
| Other receivables | | | | 6,491 |
Total assets | | | | 19,369,800,317 |
| Liabilities | | | | |
| Payable for investments purchased | $ | 15,118,358 | | |
| Payable for fund shares redeemed | | 6,972,475 | | |
| Payable for daily variation margin on futures contracts | | 192,325 | | |
| Other payables and accrued expenses | | 107,135 | | |
| Collateral on securities loaned | | 22,724,699 | | |
| Total liabilities | | | | 45,114,992 |
| Net Assets | | | $ | 19,324,685,325 |
| Net Assets consist of: | | | | |
| Paid in capital | | | $ | 11,033,563,283 |
| Total accumulated earnings (loss) | | | | 8,291,122,042 |
| Net Assets | | | $ | 19,324,685,325 |
Net Asset Value, offering price and redemption price per share ($19,324,685,325 ÷ 141,340,729 shares) | | | $ | 136.72 |
| Consolidated Statement of Operations |
| | | | Year ended June 30, 2024 |
| Investment Income | | | | |
| Dividends | | | $ | 208,473,367 |
| Interest | | | | 1,005,173 |
| Income from Fidelity Central Funds (including $342,739 from security lending) | | | | 14,334,596 |
| Total income | | | | 223,813,136 |
| Expenses | | | | |
| Custodian fees and expenses | $ | 121,494 | | |
| Independent trustees' fees and expenses | | 85,833 | | |
| Miscellaneous | | 5 | | |
| Total expenses | | | | 207,332 |
| Net Investment income (loss) | | | | 223,605,804 |
| Realized and Unrealized Gain (Loss) | | | | |
| Net realized gain (loss) on: | | | | |
| Investment Securities: | | | | |
| Unaffiliated issuers | | 1,272,136,955 | | |
| Fidelity Central Funds | | 4,921 | | |
| Foreign currency transactions | | 218,205 | | |
| Futures contracts | | 14,551,100 | | |
| Total net realized gain (loss) | | | | 1,286,911,181 |
| Change in net unrealized appreciation (depreciation) on: | | | | |
| Investment Securities: | | | | |
| Unaffiliated issuers | | 1,901,178,733 | | |
| Assets and liabilities in foreign currencies | | (157,629) | | |
| Futures contracts | | (523,183) | | |
| Total change in net unrealized appreciation (depreciation) | | | | 1,900,497,921 |
| Net gain (loss) | | | | 3,187,409,102 |
| Net increase (decrease) in net assets resulting from operations | | | $ | 3,411,014,906 |
| Consolidated Statement of Changes in Net Assets |
| |
| | Year ended June 30, 2024 | | Year ended June 30, 2023 |
| Increase (Decrease) in Net Assets | | | | |
| Operations | | | | |
| Net investment income (loss) | $ | 223,605,804 | $ | 217,514,621 |
| Net realized gain (loss) | | 1,286,911,181 | | 700,450,915 |
| Change in net unrealized appreciation (depreciation) | | 1,900,497,921 | | 2,200,043,614 |
| Net increase (decrease) in net assets resulting from operations | | 3,411,014,906 | | 3,118,009,150 |
| Distributions to shareholders | | (1,060,981,097) | | (445,588,465) |
| | | | | |
| Affiliated share transactions | | | | |
| Proceeds from sales of shares | | 903,611,745 | | 428,911,043 |
| Reinvestment of distributions | | 1,060,981,097 | | 445,588,465 |
| Cost of shares redeemed | | (1,689,398,232) | | (3,480,179,601) |
| | | | | |
Net increase (decrease) in net assets resulting from share transactions | | 275,194,610 | | (2,605,680,093) |
| Total increase (decrease) in net assets | | 2,625,228,419 | | 66,740,592 |
| | | | | |
| Net Assets | | | | |
| Beginning of period | | 16,699,456,906 | | 16,632,716,314 |
| End of period | $ | 19,324,685,325 | $ | 16,699,456,906 |
| | | | | |
| Other Information | | | | |
| Shares | | | | |
| Sold | | 7,218,667 | | 3,996,159 |
| Issued in reinvestment of distributions | | 8,850,529 | | 4,154,208 |
| Redeemed | | (13,607,009) | | (31,903,995) |
| Net increase (decrease) | | 2,462,187 | | (23,753,628) |
| | | | | |
Consolidated Financial Highlights
Fidelity® U.S. Equity Central Fund |
| |
| Years ended June 30, | | 2024 | | 2023 | | 2022 | | 2021 A |
Selected Per-Share Data | | | | | | | | |
| Net asset value, beginning of period | $ | 120.25 | $ | 102.27 | $ | 132.73 | $ | 100.00 |
| Income from Investment Operations | | | | | | | | |
Net investment income (loss) B,C | | 1.60 | | 1.47 | | 1.41 | | 1.05 |
| Net realized and unrealized gain (loss) | | 22.76 | | 19.57 | | (19.85) | | 33.21 |
| Total from investment operations | | 24.36 | | 21.04 | | (18.44) | | 34.26 |
| Distributions from net investment income | | (1.62) | | (1.52) | | (1.38) | | (.87) |
| Distributions from net realized gain | | (6.27) | | (1.54) | | (10.64) | | (.66) |
| Total distributions | | (7.89) | | (3.06) | | (12.02) | | (1.53) |
| Net asset value, end of period | $ | 136.72 | $ | 120.25 | $ | 102.27 | $ | 132.73 |
Total Return D,E | | | | 20.95% | | (15.73)% | | 34.47% |
Ratios to Average Net Assets C,F,G | | | | | | | | |
Expenses before reductions H | | -% | | -% | | -% | | -% I |
Expenses net of fee waivers, if any H | | | | -% | | -% | | -% I |
Expenses net of all reductions H | | -% | | -% | | -% | | -% I |
| Net investment income (loss) | | 1.28% | | 1.34% | | 1.10% | | 1.12% I |
| Supplemental Data | | | | | | | | |
| Net assets, end of period (000 omitted) | $ | 19,324,685 | $ | 16,699,457 | $ | 16,632,716 | $ | 28,240,621 |
Portfolio turnover rate J | | | | 31% | | 34% K | | 47% I,L |
AFor the period September 18, 2020 (commencement of operations) through June 30, 2021.
BCalculated based on average shares outstanding during the period.
CNet investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds (ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund's net investment income (loss) ratio.
DTotal returns for periods of less than one year are not annualized.
ETotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
FFees 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 Consolidated Financial Statements section of the most recent Annual or Semi-Annual report.
GExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, 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.
HAmount represents less than .005%.
IAnnualized.
JAmount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).
KPortfolio turnover rate excludes securities received or delivered in-kind.
LThe portfolio turnover rate does not include the assets acquired in the merger.
Notes to Consolidated Financial Statements
For the period ended June 30, 2024
1. Organization.
Fidelity U.S. Equity Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. 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.
2. Investments in Fidelity Central Funds.
Funds may invest in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Consolidated Schedule of Investments lists any Fidelity Central Funds held as an investment as of period end, but does not include the underlying holdings of each Fidelity Central Fund. An investing fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.
Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the investing fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the investing fund.
| Fidelity Central Fund | Investment Manager | Investment Objective | Investment Practices | Expense RatioA |
| Fidelity Money Market Central Funds | Fidelity Management & Research Company LLC (FMR) | Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity. | Short-term Investments | Less than .005% |
A Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.
A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, and are not covered by the Report of Independent Registered Public Accounting Firm, are available on the Securities and Exchange Commission 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 consolidated 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 consolidated financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the consolidated financial statements were issued have been evaluated in the preparation of the consolidated financial statements. The Fund's Consolidated Schedule of Investments lists any underlying mutual funds or exchange-traded funds (ETFs) but does not include the underlying holdings of these funds. 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 designated the Fund's investment adviser as the valuation designee responsible for the fair valuation function and performing fair value determinations as needed. The investment adviser has established a Fair Value Committee (the Committee) to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Committee. In accordance with these fair valuation policies and procedures, which have been approved by the Board, the Fund attempts to obtain prices from one or more third party pricing services 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 the policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. The frequency that the fair valuation procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee manages the Fund's fair valuation practices and maintains the fair valuation policies and procedures. The Fund's investment adviser reports to the Board information regarding the fair valuation process and related material matters.
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 - unadjusted quoted prices in active markets for identical investments
Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)
Valuation techniques used to value the Fund's investments by major category are as follows:
Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.
Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities. Corporate bonds and U.S. government and government agency obligations are valued by pricing services who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.
Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy.
Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of June 30, 2024 is included at the end of the Fund's Consolidated Schedule of Investments.
Foreign Currency. Certain Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.
Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.
The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.
Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of a fund include an amount in addition to trade execution, which may be rebated back to a fund. Any such rebates are included in net realized gain (loss) on investments in the Consolidated Statement of Operations. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. Funds may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. Any withholding tax reclaims income is included in the Consolidated Statement of Operations in dividends. Any receivables for withholding tax reclaims are included in the Consolidated Statement of Assets and Liabilities in dividends receivable.
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. Expenses included in the accompanying consolidated financial statements reflect the expenses of that fund and do not include any expenses associated with any underlying mutual funds or exchange-traded funds. Although not included in a fund's expenses, a fund indirectly bears its proportionate share of these expenses through the net asset value of each underlying mutual fund or exchange-traded fund. 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 June 30, 2024, the Fund did not have any unrecognized tax benefits in the consolidated 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 consolidated 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, foreign currency transactions, passive foreign investment companies (PFIC), partnerships and losses deferred due to wash sales.
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 | $7,918,340,669 |
| Gross unrealized depreciation | (560,223,779) |
| Net unrealized appreciation (depreciation) | $7,358,116,890 |
| Tax Cost | $11,950,554,759 |
The tax-based components of distributable earnings as of period end were as follows:
| Undistributed ordinary income | $63,902,903 |
| Undistributed long-term capital gain | $868,850,052 |
| Net unrealized appreciation (depreciation) on securities and other investments | $7,358,369,087 |
The tax character of distributions paid was as follows:
| | June 30, 2024 | June 30, 2023 |
| Ordinary Income | $223,390,008 | $ 222,295,629 |
| Long-term Capital Gains | 837,591,089 | 223,292,836 |
| Total | $1,060,981,097 | $ 445,588,465 |
Restricted Securities (including Private Placements). Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities held at period end is included at the end of the Consolidated Schedule of Investments, if applicable.
Consolidated Subsidiary. The Funds included in the table below hold certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.
As of period end, investments in Subsidiaries were as follows:
| | Amount ($) | % of Net Assets |
| Fidelity U.S. Equity Central Fund | 1,375,014 | .01 |
The financial statements have been consolidated to include the Subsidiary accounts where applicable. Accordingly, all inter-company transactions and balances have been eliminated.
At period end, any estimated tax liability for these investments is presented as "Deferred taxes" in the Statement of Assets and Liabilities and included in "Change in net unrealized appreciation (depreciation) on investment securities" in the Consolidated Statement of Operations. The tax liability incurred may differ materially depending on conditions when these investments are disposed. Any cash held by a Subsidiary is restricted as to its use and is presented as "Restricted cash" in the Consolidated Statement of Assets and Liabilities, if applicable.
4. Derivative Instruments.
Risk Exposures and the Use of Derivative Instruments. The Fund's investment objectives allow for various types of derivative instruments, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.
Derivatives were used to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the objectives may not be achieved.
Derivatives were used to increase or decrease exposure to the following risk(s):
| | |
| Equity Risk | Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. |
Funds are also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that a 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 a fund. Counterparty credit risk related to exchange-traded contracts may be mitigated by the protection provided by the exchange on which they trade.
Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Consolidated Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.
Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Futures contracts were used to manage exposure to the stock market.
Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments 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 Consolidated 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 Consolidated Statement of Operations.
Any open futures contracts at period end are presented in the Consolidated 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, and is representative of volume of activity during the period unless an average notional amount is presented. Any securities deposited to meet initial margin requirements are identified in the Consolidated Schedule of Investments. Any cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Consolidated Statement of Assets and Liabilities.
5. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities, U.S. government securities and in-kind transactions, as applicable, are noted in the table below.
| | Purchases ($) | Sales ($) |
| Fidelity U.S. Equity Central Fund | 7,525,873,105 | 8,191,948,738 |
6. Fees and Other Transactions with Affiliates.
Management Fee and Expense Contract. Fidelity Management & Research Company LLC (the investment adviser) provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's expense contract, the investment adviser also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain miscellaneous expenses such as proxy and shareholder meeting expenses.
Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Consolidated Statement of Operations. The commissions paid to these affiliated firms were as follows:
| | Amount ($) |
| Fidelity U.S. Equity Central Fund | 113,796 |
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. Any interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note. Interfund trades during the period are noted in the table below.
| | Purchases ($) | Sales ($) | Realized Gain (Loss)($) |
| Fidelity U.S. Equity Central Fund | 413,938,935 | 577,498,438 | 49,483,619 |
Other. During the period, the investment adviser reimbursed the Fund for certain losses as follows:
| | Amount ($) |
| Fidelity U.S. Equity Central Fund | 16,676 |
| | |
Sub-Advisory Arrangements. Effective March 1, 2024, the Fund's sub-advisory agreements with FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Limited will be amended to provide that the investment adviser will pay each sub-adviser monthly fees equal to 110% of the sub-adviser's costs for providing sub-advisory services.
7. Security Lending.
Funds lend portfolio securities from time to time in order to earn additional income. Lending agents are used, including National Financial Services (NFS), an affiliate of the investment adviser. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of a fund's daily lending revenue, for its services as lending agent. A fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, a fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of a fund and any additional required collateral is delivered to a fund on the next business day. A fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund may apply collateral received from the borrower against the obligation. A fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. Any loaned securities are identified as such in the Consolidated Schedule of Investments, and the value of loaned securities and cash collateral at period end, as applicable, are presented in the Consolidated Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Consolidated Statement of Operations as a component of income from Fidelity Central Funds. Affiliated security lending activity, if any, was as follows:
| | Total Security Lending Fees Paid to NFS ($) | Security Lending Income From Securities Loaned to NFS ($) | Value of Securities Loaned to NFS at Period End ($) |
| Fidelity U.S. Equity Central Fund | 35,282 | 8,208 | - |
8. Other.
A 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, a fund may also enter into contracts that provide general indemnifications. A fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against a 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. Risk and Uncertainties.
Many factors affect a fund's performance. Developments that disrupt global economies and financial markets, such as pandemics, epidemics, outbreaks of infectious diseases, war, terrorism, and environmental disasters, may significantly affect a fund's investment performance. The effects of these developments to a fund will be impacted by the types of securities in which a fund invests, the financial condition, industry, economic sector, and geographic location of an issuer, and a fund's level of investment in the securities of that issuer. Significant concentrations in security types, issuers, industries, sectors, and geographic locations may magnify the factors that affect a fund's performance.
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Central Investment Portfolios LLC and the Shareholders of Fidelity U.S. Equity Central Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying consolidated statement of assets and liabilities of Fidelity U.S. Equity Central Fund (the "Fund"), a fund of Fidelity Central Investment Portfolios LLC, including the consolidated schedule of investments, as of June 30, 2024, the related consolidated statement of operations for the year then ended, the consolidated statement of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the three years in the period then ended and for the period from September 18, 2020 (commencement of operations) through June 30, 2021, and the related notes. In our opinion, the consolidated financial statements and consolidated financial highlights present fairly, in all material respects, the financial position of the Fund as of June 30, 2024, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from September 18, 2020 (commencement of operations) through June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights 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 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 and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 16, 2024
We have served as the auditor of one or more of the Fidelity investment companies since 1999.
Distributions
(Unaudited)
The dividend and capital gains distributions for the fund(s) are available on Fidelity.com or Institutional.Fidelity.com.
The fund hereby designates as a capital gain dividend with respect to the taxable year ended June 30, 2024, $1,201,496,673, or, if subsequently determined to be different, the net capital gain of such year.
A total of 1.36% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.
The fund designates $14,089,739 of distributions paid during the fiscal year ended 2024 as qualifying to be taxed as section 163(j) interest dividends.
The fund designates 41%, 79%, 94%, and 94% of the dividends distributed in September, December, March, and June, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.
The fund designates 69.32%, 85.68%, 100%, and 100% of the dividends distributed in September, December, March, and June, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.
The fund designates 14.46%, 8.16%, 0%, and 0% of the dividends distributed in September, December, March, and June, respectively during the fiscal year as a section 199A dividend.
The fund will notify shareholders in January 2025 of amounts for use in preparing 2024 income tax returns.
Item 8: Changes in and Disagreements with Accountants for Open-End Management Investment Companies
Note: This is not applicable for any fund included in this document.
Item 9: Proxy Disclosures for Open-End Management Investment Companies
Note: This is not applicable for any fund included in this document.
Item 10: Remuneration Paid to Directors, Officers, and others of Open-End Management Investment Companies
Note: This information is disclosed as part of the consolidated financial statements for each Fund as part of Item 7: Consolidated Financial Statements and Consolidated Financial Highlights for Open-End Management Investment companies.
Item 11: Statement Regarding Basis for Approval of Investment Advisory Contract
Board Approval of Investment Advisory Contracts
Fidelity U.S. Equity Central Fund
At its January 2024 meeting, the Board of Trustees, including the Independent Trustees (together, the Board), approved an amended and restated management contract with Fidelity Management & Research Company LLC (FMR) (the Management Contract), and amended and restated sub-advisory agreements (the Sub-Advisory Contracts, and together with the Management Contract, the Advisory Contracts) for the fund, including the fund's sub-advisory agreements with FMR Investment Management (UK) Limited (FMR UK), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), and Fidelity Management & Research (Japan) Limited (FMR Japan). The Advisory Contracts will be effective March 1, 2024. The Board will consider the annual renewal of the fund's Advisory Contracts in May 2024, following its review of additional materials provided by FMR.
Management Contract. The Board approved the Management Contract, which eliminates the fee that FMR previously received from each investing fund's investment adviser. The Board noted the fund will continue to pay no management fee to FMR for services provided under the Management Contract.
Sub-Advisory Contracts. In connection with the Management Contract changes, the Board considered the Sub-Advisory Contracts, which simplified the calculation of the fees paid by FMR to the sub-advisers under the agreements. The Board noted that the agreements with FMR UK, FMR H.K., and FMR Japan were amended to provide that FMR will compensate each sub-adviser at a fee rate equal to 110% of the sub-adviser's costs incurred in providing services under the agreement. The Board considered that, under the Sub-Advisory Contracts, FMR, and not the fund, will continue to pay the sub-advisory fees to each applicable sub-adviser.
The Board considered that the approval of the fund's Advisory Contracts will not result in any changes in the investment process or strategies employed in the management of the fund's assets or the day-to-day management of the fund or the persons primarily responsible for such management. Further, the Board considered that the Management Contract would not change the obligations and services of FMR and its affiliates on behalf of the fund, and, in particular, there would be no change in the nature and level of advisory, management, administration, transfer agent, and pricing and bookkeeping services provided to the fund by FMR, its affiliates, and each applicable sub-adviser.
In connection with its consideration of future renewals of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent and quality of services provided to the funds, including shareholder and administrative services and investment performance; (ii) the competitiveness of the management fee and total expenses for the fund; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders, to the extent applicable; and (iv) whether there have been economies of scale in respect of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is the potential for realization of any further economies.
Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the fund's management fee structure is fair and reasonable, and that the fund's Advisory Contracts should be approved.
Board Approval of Investment Advisory Contracts and Management Fees
Fidelity U.S. Equity Central Fund
Each year, the Board of Directors, including the Independent Directors (together, the Board), considers the renewal of the fund's 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 Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.
The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board, acting directly and through its Committees (each of which is composed of and chaired by Independent Directors), 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 May 2024 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 Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and the fact that no fee is payable under the management contract was fair and reasonable in light of all of the surrounding circumstances.
Nature, Extent, and Quality of Services Provided. The Board considered staffing as it relates to the fund, including the backgrounds and experience of investment personnel of the Investment Advisers, and also considered the Investment Advisers' implementation of the fund's investment program. The Independent Directors 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 and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted the resources devoted to expansion of Fidelity's global investment organization, and 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.
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 and pricing and bookkeeping services for the fund; (ii) the nature and extent of Fidelity's supervision of third party service providers, principally custodians, subcustodians, and pricing vendors; and (iii) the resources devoted by Fidelity to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services. The Board also considered the fund's securities lending activities and any payments made to Fidelity relating to securities lending under a separate agreement.
Investment Performance. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, and noted that the fund is not publicly offered as a stand-alone investment product. In this regard, the Board noted that the fund is designed to offer a liquid investment option for other investment companies managed by Fidelity and ultimately to enhance the performance of those investment companies.
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 Directors, 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 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 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's consideration of these matters was informed by the findings of a joint ad hoc committee created by it and the boards of other Fidelity funds to evaluate potential fall-out benefits.
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 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 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 but not limited to: (i) fund flow and performance trends, in particular the underperformance of certain funds and strategies, and Fidelity's long-term strategies for certain funds; (ii) the operation of performance fees and the rationale for implementing performance fees on certain categories of funds but not others; (iii) Fidelity's pricing philosophy compared to competitors; (iv) fund profitability methodology and data; (v) evaluation of competitive fund data and peer group classifications and fee and expense comparisons; (vi) the management fee and expense structures for different funds and classes and information about the differences between various fee and expense structures; (vii) the variable management fee implemented for certain funds effective March 1, 2024; and (viii) information regarding other accounts managed by Fidelity and the funds' sub-advisory arrangements.
Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board, including the Independent Directors, concluded that the advisory and sub-advisory fee arrangements are fair and reasonable in light of all of the surrounding circumstances and that the fund's Advisory Contracts should be renewed through May 31, 2025.
1.9900193.103
USE-ANN-0824
Item 8.
Changes in and Disagreements with Accountants for Open-End Management Investment Companies
See Item 7.
Item 9.
Proxy Disclosures for Open-End Management Investment Companies
See Item 7.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies
See Item 7.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract
See Item 7.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 13.
Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 14.
Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 15.
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 16.
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 17.
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 18.
Recovery of Erroneously Awarded Compensation
(a)
Not applicable.
(b)
Not applicable.
Item 19.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Fidelity Central Investment Portfolios LLC
|
By: | /s/Stacie M. Smith |
| Stacie M. Smith |
| President and Treasurer (Principal Executive Officer) |
|
|
Date: | August 22, 2024 |
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/Stacie M. Smith |
| Stacie M. Smith |
| President and Treasurer (Principal Executive Officer) |
|
|
Date: | August 22, 2024 |
|
By: | /s/John J. Burke III |
| John J. Burke III |
| Chief Financial Officer (Principal Financial Officer) |
|
|
Date: | August 22, 2024 |
