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 811-03480
Fidelity Oxford Street Trust
(Exact name of registrant as specified in charter)
245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Scott C. Goebel, Secretary
245 Summer St.
Boston, Massachusetts 02210
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-563-7000
Date of fiscal year end: |
July 31 |
|
|
Date of reporting period: |
July 31, 2014 |
Item 1. Reports to Stockholders
Fidelity®
Series Commodity Strategy
Fund
Fidelity Series Commodity Strategy
Fund
Class F
Annual Report
July 31, 2014
(Fidelity Cover Art)
Performance |
How the fund has done over time. |
|
Management's Discussion of Fund Performance |
The Portfolio Manager's review of fund performance and strategy. |
|
Shareholder Expense Example |
An example of shareholder expenses. |
|
Investment Changes |
A summary of major shifts in the fund's investments over the past six months. |
|
Consolidated Investments |
A complete list of the fund's consolidated investments with their market values. |
|
Consolidated Financial Statements |
Consolidated statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights. |
|
Notes to Consolidated Financial Statements |
Notes to the consolidated financial statements. |
|
Report of Independent Registered Public Accounting Firm |
|
|
Trustees and Officers |
|
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 for Fidelity® Series Commodity Strategy Fund or 1-800-835-5092 for Class F to request a free copy of the proxy voting guidelines.
Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.
Other third-party marks appearing herein are the property of their respective owners.
All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.
Annual Report
This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.
NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.
Annual Report
Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.
Average Annual Total Returns
Periods ended July 31, 2014 |
Past 1 |
Life of |
Fidelity® Series Commodity Strategy Fund |
0.63% |
-0.26% |
Class F |
0.88% |
-0.06% |
A From October 1, 2009.
$10,000 Over Life of Fund
Let's say hypothetically that $10,000 was invested in Fidelity® Series Commodity Strategy Fund, a class of the fund, on October 1, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Bloomberg Commodity Index Total ReturnSM performed over the same period.
Annual Report
Market Recap: The commodities market, as measured by the Bloomberg Commodity Index Total ReturnSM (formerly named the Dow Jones-UBS Commodity Index Total ReturnSM), was up and down during the 12 months ending July 31, 2014, but ultimately added a modest 1.44%. Overall, commodities significantly underperformed global equities amid slow but steady worldwide economic growth. During the reporting period, global stock prices, as measured by the MSCI ACWI (All Country World Index) Index, added 16.32%. Meanwhile, in China - the world's most influential developing economy and a traditional source of strong demand for raw materials - economic growth continued to decelerate, though the country's monetary policymakers sought to counterbalance the weakness through economically stimulative measures. In the U.S., the Federal Reserve was winding down its economic stimulus program known as quantitative easing. At the same time, the Fed reiterated its commitment to keeping interest rates low for an extended period. The European Central Bank followed suit, unveiling additional stimulus measures with a view toward building on the region's fragile economic progress.
Comments from Bobe Simon, who oversees Fidelity® Series Commodity Strategy Fund as Senior Portfolio Manager for Geode Capital Management, LLC: For the year, the fund's Series Commodity Strategy and Class F shares returned 0.63% and 0.88%, respectively, trailing the Bloomberg index. The fund's strategy aims to provide broad-based exposure to commodities via commodity-linked futures/swaps or structured notes. Within the struggling agriculture sector, grains suffered the most. The price of corn and wheat fell 30% and about 25%, respectively, as favorable growing conditions helped boost supply. Cotton lost roughly 21%, as once-high prices encouraged more planting. Coffee prices rose 50%, however, due largely to unfavorably dry weather in Brazil. Elsewhere, the livestock sector, which contributed to results, was led by live cattle, which added 24% on reduced supplies. Lean hog prices rose 13%. The industrial metals sector also contributed. All four metals outperformed the Bloomberg index, with nickel (+31%) faring best, due partly to Indonesia's export ban on nickel ore. Energy, the largest sector in the index, managed a 3% gain. Natural gas led the way, thanks to poor winter weather across much of the U.S., while political turmoil in Iraq helped lift the price of Brent, or international crude oil.
The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.
Annual Report
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).
Actual Expenses
The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
Annual Report
Shareholder Expense Example - continued
|
Annualized |
Beginning |
Ending |
Expenses Paid |
Series Commodity Strategy |
.60% |
|
|
|
Actual |
|
$ 1,000.00 |
$ 1,010.10 |
$ 2.99 |
HypotheticalA |
|
$ 1,000.00 |
$ 1,021.82 |
$ 3.01 |
Class F |
.40% |
|
|
|
Actual |
|
$ 1,000.00 |
$ 1,011.30 |
$ 1.99 |
HypotheticalA |
|
$ 1,000.00 |
$ 1,022.81 |
$ 2.01 |
A 5% return per year before expenses
B Annualized expense ratio reflects consolidated expenses net of applicable fee waivers.
* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
Annual Report
The information in the following tables is based on the Fund's commodity-linked investments and excludes short-term investment-grade debt securities, cash and cash equivalents.
Commodity Instruments as of July 31, 2014* |
|||
|
% of fund's total |
% of fund's total |
|
![]() |
Commodity Swaps |
89.4% |
88.1 |
![]() |
Commodity Futures |
9.3% |
10.8 |
![]() |
Commodity-Linked Notes |
1.3% |
1.1 |
Commodity Sector Diversification as of July 31, 2014* |
|||
|
% of fund's total |
% of fund's total |
|
![]() |
Energy |
30.9 |
33.0 |
![]() |
Agriculture |
29.0 |
30.4 |
![]() |
Industrial Metals |
17.9 |
15.8 |
![]() |
Precious Metals |
16.2 |
15.4 |
![]() |
Livestock |
6.0 |
5.4 |
* Investments in Commodity Swaps and Commodity-Linked Notes provide exposure to the commodities market via the Bloomberg Commodity Index Total Return, an unmanaged index composed of futures contracts on 22 physical commodities. The Fund does not invest directly in physical commodities.
Annual Report
Showing Percentage of Net Assets
Commodity-Linked Notes - 0.4% |
||||
|
Principal |
Value |
||
Deutsche Bank AG London Branch 0% 10/23/14 (b)(e)(f) |
|
$ 10,000,000 |
$ 9,374,597 |
|
U.S. Treasury Obligations - 12.1% |
||||
|
||||
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.04% 8/21/14 to 11/20/14
(c)(d) |
|
265,000,000 |
|
Money Market Funds - 91.6% |
|||
Shares |
|
||
Fidelity Cash Central Fund, 0.11% (a) |
2,000,641,403 |
|
|
TOTAL INVESTMENT PORTFOLIO - 104.1% (Cost $2,275,628,949) |
2,275,008,570 |
||
NET OTHER ASSETS (LIABILITIES) - (4.1)% |
(89,389,124) |
||
NET ASSETS - 100% |
$ 2,185,619,446 |
Futures Contracts |
|||||
|
Expiration Date |
Underlying Face Amount at Value |
Unrealized |
||
Purchased |
|||||
Commodity Futures Contracts |
|||||
678 CBOT Corn Contracts |
Sept. 2014 |
$ 12,102,300 |
$ (2,930,572) |
||
179 CBOT Soybean Contracts |
Nov. 2014 |
9,683,900 |
(1,186,079) |
||
129 CBOT Soybean Meal Contracts |
Dec. 2014 |
4,499,520 |
(584,049) |
||
247 CBOT Soybean Oil Contracts |
Dec. 2014 |
5,394,480 |
(392,683) |
||
223 CBOT Wheat Contracts |
Sept. 2014 |
5,912,288 |
(919,600) |
||
110 CME Lean Hogs Contracts |
Oct. 2014 |
4,539,700 |
(512,298) |
||
120 CME Live Cattle Contracts |
Oct. 2014 |
7,551,600 |
234,591 |
||
181 COMEX Copper Contracts |
Sept. 2014 |
14,620,275 |
867,187 |
||
85 COMEX Silver Contracts |
Sept. 2014 |
8,675,100 |
492,216 |
||
189 COMEX Gold 100 oz. Contracts |
Dec. 2014 |
24,244,920 |
(812,280) |
||
106 ICE Coffee 'C' Contracts |
Sept. 2014 |
7,753,238 |
936,035 |
||
122 ICE Oil Contracts |
Nov. 2014 |
13,029,600 |
(200,755) |
||
75 KCBT Wheat Contracts |
Sept. 2014 |
2,346,563 |
(366,201) |
||
213 LME Aluminum Contracts |
Sept. 2014 |
10,572,788 |
560,224 |
||
Futures Contracts - continued |
|||||
|
Expiration Date |
Underlying Face Amount at Value |
Unrealized |
||
51 LME Nickel Contracts |
Sept. 2014 |
$ 5,651,361 |
$ (26,559) |
||
91 LME Zinc Contracts |
Sept. 2014 |
5,379,238 |
559,706 |
||
75 NYBOT Cotton No. 2 Contracts |
Dec. 2014 |
2,357,625 |
(523,051) |
||
445 NYBOT Sugar No. 11 Contracts |
Oct. 2014 |
8,203,664 |
(599,537) |
||
183 NYMEX Crude Contracts |
Sept. 2014 |
17,965,110 |
(805,919) |
||
64 NYMEX Gasoline RBOB Contracts |
Sept. 2014 |
7,519,680 |
(316,561) |
||
60 NYMEX Heating Oil Contracts |
Sept. 2014 |
7,282,548 |
(61,746) |
||
451 NYMEX Natural Gas Contracts |
Sept. 2014 |
17,322,910 |
(3,305,702) |
||
TOTAL COMMODITY FUTURES CONTRACTS |
$ 202,608,408 |
$ (9,893,633) |
The face value of futures purchased as a percentage of net assets is 9.3% |
For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $533,268,495. |
Swaps |
||||
Total Return Swaps |
Each open total return swap is an agreement to receive the total return of the Bloomberg Commodity Index Total Return and pay a floating rate based on the 3-month US auction rate T-Bill plus a specified spread. Additional information on open total return swaps is as follows: |
Counterparty |
Expiration Date |
Notional Amount |
Unrealized |
|
Barclays Bank PLC |
Aug. 2014 |
|
$ 35,500,000 |
$ (1,821,418) |
Barclays Bank PLC |
Aug. 2014 |
|
20,000,000 |
(1,139,569) |
Barclays Bank PLC |
Oct. 2014 |
|
53,000,000 |
(467,696) |
Barclays Bank PLC |
Oct. 2014 |
|
52,900,000 |
(294,755) |
Barclays Bank PLC |
Oct. 2014 |
|
19,000,000 |
(303,333) |
CIBC |
Aug. 2014 |
|
37,500,000 |
(1,909,086) |
CIBC |
Aug. 2014 |
|
32,000,000 |
(1,822,696) |
CIBC |
Aug. 2014 |
|
31,000,000 |
(1,807,414) |
CIBC |
Sep. 2014 |
|
70,000,000 |
(3,185,705) |
CIBC |
Sep. 2014 |
|
43,800,000 |
(2,083,687) |
CIBC |
Sep. 2014 |
|
35,400,000 |
(2,197,695) |
CIBC |
Oct. 2014 |
|
42,500,000 |
(1,049,191) |
Citibank, N.A. |
Aug. 2014 |
|
65,000,000 |
(3,331,774) |
Citibank, N.A. |
Aug. 2014 |
|
51,500,000 |
(3,183,448) |
Citibank, N.A. |
Aug. 2014 |
|
50,000,000 |
(3,083,874) |
Citibank, N.A. |
Oct. 2014 |
|
46,500,000 |
(194,957) |
Credit Suisse International |
Aug. 2014 |
|
15,000,000 |
(764,411) |
Credit Suisse International |
Oct. 2014 |
|
83,100,000 |
(757,206) |
Goldman Sachs Bank USA |
Aug. 2014 |
|
47,200,000 |
(2,702,488) |
Goldman Sachs Bank USA |
Aug. 2014 |
|
15,000,000 |
(763,893) |
Swaps - continued |
||||
Total Return Swaps - continued |
||||
Counterparty |
Expiration Date |
Notional Amount |
Unrealized |
|
Goldman Sachs Bank USA |
Sep. 2014 |
|
$ 43,500,000 |
$ (2,674,291) |
Goldman Sachs Bank USA |
Oct. 2014 |
|
20,500,000 |
(1,015,122) |
JPMorgan Chase Bank, N.A. |
Aug. 2014 |
|
71,000,000 |
(3,033,066) |
JPMorgan Chase Bank, N.A. |
Sep. 2014 |
|
79,000,000 |
(5,049,443) |
JPMorgan Chase Bank, N.A. |
Sep. 2014 |
|
61,500,000 |
(2,292,460) |
JPMorgan Chase Bank, N.A. |
Sep. 2014 |
|
49,500,000 |
(2,561,350) |
Merrill Lynch International |
Aug. 2014 |
|
29,000,000 |
(1,488,009) |
Merrill Lynch International |
Sep. 2014 |
|
68,000,000 |
(2,756,126) |
Merrill Lynch International |
Oct. 2014 |
|
66,700,000 |
(735,340) |
Morgan Stanley Capital Group, Inc. |
Aug. 2014 |
|
50,200,000 |
(2,217,991) |
Morgan Stanley Capital Group, Inc. |
Aug. 2014 |
|
44,500,000 |
(2,025,917) |
Morgan Stanley Capital Group, Inc. |
Sep. 2014 |
|
88,400,000 |
(5,362,032) |
Societe Generale |
Aug. 2014 |
|
35,000,000 |
(1,795,259) |
Societe Generale |
Sep. 2014 |
|
58,700,000 |
(2,378,684) |
Societe Generale |
Sep. 2014 |
|
55,000,000 |
(2,781,847) |
Societe Generale |
Oct. 2014 |
|
50,000,000 |
(349,223) |
Societe Generale |
Oct. 2014 |
|
46,000,000 |
(2,170,432) |
Societe Generale |
Oct. 2014 |
|
14,100,000 |
(202,555) |
UBS AG |
Aug. 2014 |
|
55,000,000 |
(2,800,943) |
UBS AG |
Sep. 2014 |
|
63,200,000 |
(3,915,129) |
UBS AG |
Sep. 2014 |
|
41,000,000 |
(1,823,580) |
UBS AG |
Oct. 2014 |
|
51,500,000 |
(582,420) |
UBS AG |
Oct. 2014 |
|
50,500,000 |
0 |
TOTAL RETURN SWAPS |
$ (82,875,515) |
For the period, the average monthly notional amount for swaps in the aggregate was $4,762,950,000. |
Legend |
(a) 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. |
(b) 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 $9,374,597 or 0.4% of net assets. |
(c) 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 $9,643,863. |
(d) Security or a portion of the security has been segregated as collateral for open bi-lateral over-the-counter (OTC) swaps. At period end, the value of securities pledged amounted to $226,259,617. |
(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. |
(f) Security is indexed to the Bloomberg Commodity Index Total Return, multiplied by 3. Securities do not guarantee any return of principal at maturity but instead, will pay at maturity or upon exchange, an amount based on the closing value of the Bloomberg Commodity Index Total Return. Although these instruments are primarily debt obligations, they indirectly provide exposure to changes in the value of the underlying commodities. Holders of the security have the right to exchange these notes at any time. |
Affiliated Central Funds |
Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows: |
Fund |
Income earned |
Fidelity Cash Central Fund |
$ 5,228,925 |
Consolidated Subsidiary |
|
Value, |
Purchases |
Sales |
Dividend |
Value, |
Fidelity Series Commodity Return Cayman Ltd. |
$ 1,297,606,055 |
$ 149,999,987 |
$ 1,150,000,094 |
$ - |
$ 252,890,269 |
Other Information |
The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Consolidated Financial Statements. |
Valuation Inputs at Reporting Date: |
||||
Description |
Total |
Level 1 |
Level 2 |
Level 3 |
Investments in Securities: |
||||
U.S. Government and Government Agency Obligations |
$ 264,992,570 |
$ - |
$ 264,992,570 |
$ - |
Commodity-Linked Notes |
9,374,597 |
- |
9,374,597 |
- |
Money Market Funds |
2,000,641,403 |
2,000,641,403 |
- |
- |
Total Investments in Securities: |
$ 2,275,008,570 |
$ 2,000,641,403 |
$ 274,367,167 |
$ - |
Derivative Instruments: |
||||
Assets |
||||
Futures Contracts |
$ 3,649,959 |
$ 3,649,959 |
$ - |
$ - |
Swaps |
- |
- |
- |
- |
Total Assets |
$ 3,649,959 |
$ 3,649,959 |
$ - |
$ - |
Liabilities |
||||
Futures Contracts |
$ (13,543,592) |
$ (13,543,592) |
$ - |
$ - |
Swaps |
(82,875,515) |
- |
(82,875,515) |
- |
Total Liabilities |
$ (96,419,107) |
$ (13,543,592) |
$ (82,875,515) |
$ - |
Total Derivative Instruments: |
$ (92,769,148) |
$ (9,893,633) |
$ (82,875,515) |
$ - |
Value of Derivative Instruments |
The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Consolidated Financial Statements. |
Primary Risk Exposure / |
Value |
|
|
Asset |
Liability |
Commodity Risk |
||
Futures Contracts (a) |
$ 3,649,959 |
$ (13,543,592) |
Swaps (b) |
- |
(82,875,515) |
Total Value of Derivatives |
$ 3,649,959 |
$ (96,419,107) |
(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Consolidated Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Consolidated Statement of Assets and Liabilities. |
(b) For bi-lateral OTC swaps, reflects gross value which is presented in the Consolidated Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items. |
The following table is a summary of the Fund's derivatives inclusive of potential netting arrangements. |
Counterparty |
Value of Derivative Assets |
Value of Derivative Liabilities |
Collateral Received (b) |
Collateral Pledged (b) |
Net (a) |
Barclays Bank PLC |
$ - |
$ (4,026,771) |
$ - |
$ 4,026,771 |
$ - |
CIBC |
- |
(14,055,474) |
- |
14,055,474 |
- |
Citibank, N.A. |
- |
(9,794,053) |
- |
9,794,053 |
- |
Credit Suisse International |
- |
(1,521,617) |
- |
1,521,617 |
- |
Goldman Sachs Bank USA |
- |
(7,155,794) |
- |
7,155,794 |
- |
JPMorgan Chase Bank, N.A. |
- |
(12,936,319) |
- |
12,936,319 |
- |
Merrill Lynch International |
- |
(4,979,475) |
- |
4,979,475 |
- |
Morgan Stanley Capital Group, Inc. |
- |
(9,605,940) |
- |
9,605,940 |
- |
Societe Generale |
- |
(9,678,000) |
- |
9,678,000 |
- |
UBS AG |
- |
(9,122,072) |
- |
9,122,072 |
- |
Exchange Traded Futures |
3,649,959 |
(13,543,592) |
- |
9,643,863 |
(249,770) |
Total |
$ 3,649,959 |
$ (96,419,107) |
|
|
|
(a) Net represents the receivable / (payable) that would be due from / (to) the counterparty in an event of default. Netting may be allowed across transactions traded under the same legal agreement with the same legal entity. Please refer to Derivative Instruments - Risk Exposures and the Use of Derivative Instruments section in the accompanying Notes to Consolidated Financial Statements. |
(b) Reflects collateral received from or pledged to an individual counterparty, excluding any excess or initial collateral amounts. |
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
|
July 31, 2014 |
|
|
|
|
Assets |
|
|
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $274,987,546) |
$ 274,367,167 |
|
Fidelity Central Funds (cost $2,000,641,403) |
2,000,641,403 |
|
Total Investments (cost $2,275,628,949) |
|
$ 2,275,008,570 |
Receivable for fund shares sold |
|
1,953,640 |
Distributions receivable from Fidelity Central Funds |
|
192,020 |
Interest receivable |
|
7 |
Daily variation margin on futures contracts |
|
588,520 |
Receivable from investment adviser for expense reductions |
|
74,308 |
Total assets |
|
2,277,817,065 |
|
|
|
Liabilities |
|
|
Payable for investments purchased |
$ 6,467,731 |
|
Payable for fund shares redeemed |
1,840,639 |
|
Bi-lateral OTC swaps, at value |
82,875,515 |
|
Accrued management fee |
817,667 |
|
Other affiliated payables |
195,058 |
|
Other payables and accrued expenses |
1,009 |
|
Total liabilities |
|
92,197,619 |
|
|
|
Net Assets |
|
$ 2,185,619,446 |
Net Assets consist of: |
|
|
Paid in capital |
|
$ 2,380,701,575 |
Accumulated net investment loss |
|
(5,432,415) |
Accumulated undistributed net realized gain (loss) on investments |
|
(96,260,187) |
Net unrealized appreciation (depreciation) on investments |
|
(93,389,527) |
Net Assets |
|
$ 2,185,619,446 |
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
Consolidated Financial Statements - continued
|
July 31, 2014 |
|
|
|
|
Series Commodity Strategy: |
|
$ 8.01 |
|
|
|
Class F: |
|
$ 8.07 |
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
|
Year ended July 31, 2014 |
|
|
|
|
Investment Income |
|
|
Interest |
|
$ 429,424 |
Income from Fidelity Central Funds |
|
5,228,925 |
Total income |
|
5,658,349 |
|
|
|
Expenses |
|
|
Management fee |
$ 25,995,340 |
|
Transfer agent fees |
6,002,237 |
|
Custodian fees and expenses |
8,090 |
|
Independent trustees' compensation |
25,884 |
|
Subsidiary directors' fees |
15,000 |
|
Miscellaneous |
10,714 |
|
Total expenses before reductions |
32,057,265 |
|
Expense reductions |
(2,582,786) |
29,474,479 |
Net investment income (loss) |
|
(23,816,130) |
Realized and Unrealized Gain (Loss) Net realized gain (loss) on: |
|
|
Investment securities: |
|
|
Unaffiliated issuers |
(46,931,311) |
|
Futures contracts |
(18,113,545) |
|
Swaps |
(259,768,064) |
|
Total net realized gain (loss) |
|
(324,812,920) |
Change in net unrealized appreciation (depreciation) on: Investment securities |
45,263,083 |
|
Futures contracts |
18,627,712 |
|
Swaps |
216,693,340 |
|
Total change in net unrealized appreciation (depreciation) |
|
280,584,135 |
Net gain (loss) |
|
(44,228,785) |
Net increase (decrease) in net assets resulting from operations |
|
$ (68,044,915) |
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
Consolidated Financial Statements - continued
|
Year ended |
Year ended |
Increase (Decrease) in Net Assets |
|
|
Operations |
|
|
Net investment income (loss) |
$ (23,816,130) |
$ (39,391,658) |
Net realized gain (loss) |
(324,812,920) |
(686,745,304) |
Change in net unrealized appreciation (depreciation) |
280,584,135 |
(862,126,970) |
Net increase (decrease) in net assets resulting |
(68,044,915) |
(1,588,263,932) |
Share transactions - net increase (decrease) |
(10,013,358,431) |
3,200,575,882 |
Total increase (decrease) in net assets |
(10,081,403,346) |
1,612,311,950 |
|
|
|
Net Assets |
|
|
Beginning of period |
12,267,022,792 |
10,654,710,842 |
End of period (including accumulated net investment loss of $5,432,415 and accumulated net investment loss of $22,835,909, respectively) |
$ 2,185,619,446 |
$ 12,267,022,792 |
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
Years ended July 31, |
2014 |
2013 |
2012 |
2011 |
2010G |
Selected Per-Share Data |
|
|
|
|
|
Net asset value, beginning of period |
$ 7.96 |
$ 9.15 |
$ 12.63 |
$ 10.63 |
$ 10.00 |
Income from Investment Operations |
|
|
|
|
|
Net investment income (loss) D |
(.04) |
(.04) |
(.04) |
(.05) |
(.03) |
Net realized and unrealized gain (loss) |
.09 |
(1.15) |
(1.24) |
2.21 |
.66 |
Total from investment operations |
.05 |
(1.19) |
(1.28) |
2.16 |
.63 |
Distributions from net realized gain |
- |
- |
(2.20) |
(.16) |
- |
Net asset value, end of period |
$ 8.01 |
$ 7.96 |
$ 9.15 |
$ 12.63 |
$ 10.63 |
Total Return B, C |
.63% |
(13.01)% |
(12.00)% |
20.56% |
6.30% |
Ratios to Average Net Assets E, H |
|
|
|
|
|
Expenses before reductions |
.64% |
.64% |
.64% |
.65% |
.63%A |
Expenses net of fee waivers, if any |
.60% |
.60% |
.60% |
.60% |
.60%A |
Expenses net of all reductions |
.60% |
.60% |
.60% |
.60% |
.60%A |
Net investment income (loss) |
(.50)% |
(.45)% |
(.47)% |
(.44)% |
(.40)%A |
Supplemental Data |
|
|
|
|
|
Net assets, end of period (000 omitted) |
$ 1,136,843 |
$ 6,152,604 |
$ 5,936,841 |
$ 6,114,968 |
$ 4,778,322 |
Portfolio turnover rateF |
23% |
83% |
148% |
49% |
25% A |
A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Calculated based on average shares outstanding during the period.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.
G For the period October 1, 2009 (commencement of operations) to July 31, 2010.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
Years ended July 31, |
2014 |
2013 |
2012 |
2011 |
2010 G |
Selected Per-Share Data |
|
|
|
|
|
Net asset value, beginning of period |
$ 8.00 |
$ 9.17 |
$ 12.67 |
$ 10.64 |
$ 10.00 |
Income from Investment Operations |
|
|
|
|
|
Net investment income (loss) D |
(.02) |
(.02) |
(.02) |
(.03) |
(.02) |
Net realized and unrealized gain (loss) |
.09 |
(1.15) |
(1.25) |
2.22 |
.66 |
Total from investment operations |
.07 |
(1.17) |
(1.27) |
2.19 |
.64 |
Distributions from net realized gain |
- |
- |
(2.23) |
(.16) |
- |
Net asset value, end of period |
$ 8.07 |
$ 8.00 |
$ 9.17 |
$ 12.67 |
$ 10.64 |
Total Return B, C |
.88% |
(12.76)% |
(11.91)% |
20.92% |
6.40% |
Ratios to Average Net Assets E, H |
|
|
|
|
|
Expenses before reductions |
.44% |
.44% |
.44% |
.45% |
.43%A |
Expenses net of fee waivers, if any |
.40% |
.40% |
.40% |
.40% |
.40%A |
Expenses net of all reductions |
.40% |
.40% |
.40% |
.40% |
.40%A |
Net investment income (loss) |
(.30)% |
(.25)% |
(.27)% |
(.24)% |
(.20)%A |
Supplemental Data |
|
|
|
|
|
Net assets, end of period (000 omitted) |
$ 1,048,777 |
$ 6,114,419 |
$ 4,717,870 |
$ 2,392,693 |
$ 687,689 |
Portfolio turnover rateF |
23% |
83% |
148% |
49% |
25% A |
A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Calculated based on average shares outstanding during the period.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.
G For the period October 1, 2009 (commencement of operations) to July 31, 2010.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
See accompanying notes which are an integral part of the consolidated financial statements.
Annual Report
For the period ended July 31, 2014
1. Organization.
Fidelity Series Commodity Strategy Fund (the Fund) is a non-diversified fund of Fidelity Oxford Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds and accounts for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Commodity Strategy and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.
2. Consolidated Subsidiary.
The Fund invests in certain commodity-related investments through Fidelity Series Commodity Return Cayman Ltd., a wholly owned subsidiary (the "Subsidiary"). As of July 31, 2014, the Fund held an investment of $252,890,269 in the Subsidiary, representing 11.6% of the Fund's net assets.
The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.
3. Investments in Fidelity Central Funds.
The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Consolidated Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.
The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.
A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the consolidated financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.
Annual Report
4. Significant Accounting Policies.
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 following summarizes the significant accounting policies of the Fund:
Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.
The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:
Level 1 - quoted prices in active markets for identical investments
Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)
Valuation techniques used to value the Fund's investments by major category are as follows:
Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. For commodity-linked notes, pricing vendors generally consider the movement of an underlying commodity index as well as other terms of the contract including the leverage factor and any fee and/or interest components of the note. Swaps are marked-to-market daily based on
Annual Report
Notes to Consolidated Financial Statements - continued
4. Significant Accounting Policies - continued
Investment Valuation - continued
valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as movements in the underlying index, interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swaps 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 or official closing 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 July 31, 2014 is included at the end of the Fund's Consolidated Schedule of Investments.
Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.
Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund
Annual Report
4. Significant Accounting Policies - continued
Class Allocations and Expenses - continued
are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, 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.
The Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Internal Revenue Code. Therefore, the Fund is required to increase its taxable income by its share of the Subsidiary's income. Net investment losses of the Subsidiary cannot be deducted by the Fund in the current period nor carried forward to offset taxable income in future periods.
Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
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 controlled foreign corporations, net operating losses, capital loss carryforwards and losses deferred due to excise tax regulations.
Annual Report
Notes to Consolidated Financial Statements - continued
4. Significant Accounting Policies - continued
Income Tax Information and Distributions to Shareholders - continued
The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end on an unconsolidated basis were as follows:
Gross unrealized appreciation |
$ - |
Gross unrealized depreciation |
(2,519,345,711) |
Net unrealized appreciation (depreciation) on securities |
$ (2,519,345,711) |
|
|
Tax Cost |
$ 4,705,534,338 |
The tax-based components of distributable earnings as of period end were as follows:
Capital loss carryforward |
$ (107,247,229) |
Net unrealized appreciation (depreciation) on securities and other investments |
$ (2,612,114,859) |
Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.
No expiration |
|
Short-term |
$ (81,902,430) |
Long-term |
(25,344,799) |
Total capital loss carryforward |
$ (107,247,229) |
The Fund intends to elect to defer to its next fiscal year $5,432,415 of ordinary losses recognized during the period January 1, 2014 to July 31, 2014.
Indexed Securities. The Fund may invest in indexed securities whose values, interest rates and/or redemption prices are linked either directly or inversely to changes in foreign currencies, interest rates, commodities, indices, or other underlying instruments. These securities may be used to increase or decrease its exposure to different underlying instruments and to gain exposure to markets that might be difficult to invest in through conventional securities. Indexed securities may be leveraged, increasing their volatility relative to changes in their underlying instruments, but any loss is limited to the amount of the original investment. Gains (losses) realized upon the sale of indexed securities are included in realized gains (losses) on investment securities in the Consolidated Statement of Operations.
Annual Report
4. Significant Accounting Policies - continued
Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Consolidated Schedule of Investments.
5. Derivative Instruments.
Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.
The Fund primarily used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.
The Fund's use of derivatives increased or decreased its exposure to the following risk:
Commodity Risk |
Commodity risk is the risk that the value of a commodity will fluctuate as a result of changes in market prices. |
The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a
Annual Report
Notes to Consolidated Financial Statements - continued
5. Derivative Instruments - continued
Risk Exposures and the Use of Derivative Instruments - continued
termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. Upon entering into a swap, the Fund is required to post an initial collateral amount (referred to as "Independent Amount"), as defined in the ISDA Master Agreement. The Fund is required to post additional collateral for the benefit of counterparties to meet the counterparty's unrealized appreciation on outstanding swap contracts and any such posted collateral is identified on the Consolidated Schedule of Investments. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however counterparty credit risk may be mitigated by the protection provided by the exchange's clearinghouse. A summary of the Fund's derivatives inclusive of potential netting arrangements is presented at the end of the Consolidated Schedule of Investments.
Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the 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.
Annual Report
5. Derivative Instruments - continued
Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in Consolidated Statement of Operations.
Primary Risk Exposure / Derivative Type |
Net Realized |
Change in Net |
Commodity Risk |
|
|
Futures Contracts |
$ (18,113,545) |
$ 18,627,712 |
Swaps |
(259,768,064) |
216,693,340 |
Totals |
$ (277,881,609) |
$ 235,321,052 |
Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the commodities 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 for derivative instruments 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 included 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 underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Consolidated Schedule of Investments.
Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap.
Annual Report
Notes to Consolidated Financial Statements - continued
5. Derivative Instruments - continued
Swaps - continued
Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Consolidated Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items.
Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Consolidated Statement of Operations.
Any open swaps at period end are included in the Consolidated Schedule of Investments under the caption "Swaps."
Total Return Swaps. Total return swaps are agreements between counterparties to exchange cash flows, one based on a market-linked return of an individual asset or a basket of assets (i.e., an index), and the other on a fixed or floating rate. To the extent the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting payment obligation, the Fund will receive a payment from or make a payment to the counterparty. The Fund entered into total return swaps to manage its commodities market exposure.
6. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities, aggregated $10,000,000 and $127,347,002, respectively.
7. Fees and Other Transactions with Affiliates.
Management Fee and Administration Agreement. Geode Capital Management, LLC (the investment adviser) provides the Fund with investment management services for which the Fund pays a monthly management fee that is based on an annual rate of .40% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.
FMR provides administrative services to the Fund and the investment adviser pays for these services.
The investment adviser also provides investment management services to the Subsidiary. The Subsidiary pays the investment adviser a monthly management fee at an annual rate
Annual Report
7. Fees and Other Transactions with Affiliates - continued
Management Fee and Administration Agreement - continued
of .30% of its net assets. The Subsidiary also pays certain other expenses including custody and directors' fees.
For the reporting period, the total consolidated annual management fee rate which includes the management fee of the Fund and the Subsidiary was .44% of the Fund's average net assets.
During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.
Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives an asset-based fee of Series Commodity Strategy's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.
For the period, transfer agent fees for each applicable class were as follows:
|
Amount |
% of |
Series Commodity Strategy |
$ 6,002,237 |
.20 |
8. Committed Line of Credit.
The Fund participates with funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $10,714 and is reflected in Miscellaneous expenses on the Consolidated Statement of Operations. During the period, the Fund did not borrow on this line of credit.
9. Expense Reductions.
The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to the management fee paid by the Subsidiary. During the period, this waiver reduced the Fund's management fee by $2,581,412.
In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,374.
Annual Report
Notes to Consolidated Financial Statements - continued
10. Share Transactions.
Transactions for each class of shares were as follows:
|
Shares |
Dollars |
||
Years ended July 31, |
2014 |
2013 |
2014 |
2013 |
Series Commodity Strategy |
|
|
|
|
Shares sold |
52,980,657 |
227,443,896 |
$ 430,991,019 |
$ 1,933,821,688 |
Shares redeemed |
(684,363,130) |
(103,157,547) |
(5,419,087,445) |
(912,500,155) |
Net increase (decrease) |
(631,382,473) |
124,286,349 |
$ (4,988,096,426) |
$ 1,021,321,533 |
Class F |
|
|
|
|
Shares sold |
64,383,276 |
274,013,387 |
$ 527,299,800 |
$ 2,380,785,650 |
Shares redeemed |
(699,166,968) |
(23,519,971) |
(5,552,561,805) |
(201,531,301) |
Net increase (decrease) |
(634,783,692) |
250,493,416 |
$ (5,025,262,005) |
$ 2,179,254,349 |
11. Other.
The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
At the end of the period, mutual funds and accounts managed by FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.
Annual Report
To the Trustees of Fidelity Oxford Street Trust and the Shareholders of Fidelity Series Commodity Strategy Fund:
In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, and the related consolidated statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Series Commodity Strategy Fund (a fund of Fidelity Oxford Street Trust) and its subsidiary at July 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Series Commodity Strategy Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
September 17, 2014
Annual Report
The Trustees and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and James C. Curvey, each of the Trustees oversees 224 funds. Ms. Acton oversees 206 funds. Mr. Curvey oversees 397 funds.
The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.
Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
Annual Report
Trustees and Officers - continued
Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.
Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.
The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged the adviser and FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through the adviser, FMR and its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."
Annual Report
The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Commodity Strategy Fund or 1-800-835-5092 for Class F.
Interested Trustees*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+ |
|
James C. Curvey (1935) |
|
Year of Election or Appointment: 2007 Trustee |
|
|
Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp. |
Abigail P. Johnson (1961) |
|
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees |
|
|
Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related. |
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.
+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.
Annual Report
Independent Trustees:
Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+ |
|
Elizabeth S. Acton (1951) |
|
Year of Election or Appointment: 2013 Trustee |
|
|
Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). |
Albert R. Gamper, Jr. (1942) |
|
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees |
|
|
Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007). |
Robert F. Gartland (1951) |
|
Year of Election or Appointment: 2010 Trustee |
|
|
Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007). |
Arthur E. Johnson (1947) |
|
Year of Election or Appointment: 2008 Trustee |
|
|
Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson. |
Michael E. Kenneally (1954) |
|
Year of Election or Appointment: 2009 Trustee |
|
|
Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991. |
James H. Keyes (1940) |
|
Year of Election or Appointment: 2007 Trustee |
|
|
Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008). |
Marie L. Knowles (1946) |
|
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees |
|
|
Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). |
Kenneth L. Wolfe (1939) |
|
Year of Election or Appointment: 2005 Trustee |
|
|
Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012). |
+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.
Officers:
Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.
Name, Year of Birth; Principal Occupation |
|
Elizabeth Paige Baumann (1968) |
|
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer |
|
|
Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012). |
Marc Bryant (1966) |
|
Year of Election or Appointment: 2013 Assistant Secretary |
|
|
Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006). |
Jonathan Davis (1968) |
|
Year of Election or Appointment: 2010 Assistant Treasurer |
|
|
Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010). |
Adrien E. Deberghes (1967) |
|
Year of Election or Appointment: 2010 Assistant Treasurer |
|
|
Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). |
Stephanie J. Dorsey (1969) |
|
Year of Election or Appointment: 2013 President and Treasurer |
|
|
Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank. |
Howard J. Galligan III (1966) |
|
Year of Election or Appointment: 2014 Chief Financial Officer |
|
|
Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011). |
Scott C. Goebel (1968) |
|
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) |
|
|
Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001. |
Vince Gubitosi (1972) |
|
Year of Election or Appointment: 2012 Vice President |
|
|
Mr. Gubitosi is the President and Chief Investment Officer of Geode Capital Management, LLC (Geode). Mr. Gubitosi was an employee of Geode from 2002 to 2005, and rejoined Geode in 2007. |
Chris Maher (1972) |
|
Year of Election or Appointment: 2013 Assistant Treasurer |
|
|
Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010). |
Nancy D. Prior (1967) |
|
Year of Election or Appointment: 2014 Vice President |
|
|
Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, LLC (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond of FMR (2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009). |
Kenneth B. Robins (1969) |
|
Year of Election or Appointment: 2009 Assistant Treasurer |
|
|
Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles. |
Stephen Sadoski (1971) |
|
Year of Election or Appointment: 2013 Deputy Treasurer |
|
|
Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009). |
Stacie M. Smith (1974) |
|
Year of Election or Appointment: 2013 Assistant Treasurer |
|
|
Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009). |
Renee Stagnone (1975) |
|
Year of Election or Appointment: 2013 Deputy Treasurer |
|
|
Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments. |
Michael H. Whitaker (1967) |
|
Year of Election or Appointment: 2008 Chief Compliance Officer |
|
|
Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel. |
Joseph F. Zambello (1957) |
|
Year of Election or Appointment: 2011 Deputy Treasurer |
|
|
Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009). |
Annual Report
Investment Adviser
Geode Capital Management, LLC
Boston, MA
Administrator
Fidelity Management & Research Company
Boston, MA
General Distributor
Fidelity Distributors Corporation
Smithfield, RI
Transfer and Service Agents
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA
Fidelity Service Company, Inc.
Boston, MA
Custodian
JPMorgan Chase Bank
New York, NY
(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com
SCR-S-ANN-0914 1.899299.104
Item 2. Code of Ethics
As of the end of the period, July 31, 2014, Fidelity Oxford Street Trust (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 James H. Keyes is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Keyes is independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services
Fees and Services
The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Series Commodity Strategy Fund (the "Fund"):
Services Billed by PwC
July 31, 2014 FeesA
|
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
Fidelity Series Commodity Strategy Fund |
$112,000 |
$- |
$6,500 |
$4,100 |
July 31, 2013 FeesA
|
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
Fidelity Series Commodity Strategy Fund |
$123,000 |
$- |
$6,400 |
$5,800 |
A Amounts may reflect rounding.
The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund ("Fund Service Providers"):
Services Billed by PwC
|
July 31, 2014A |
July 31, 2013A |
Audit-Related Fees |
$5,975,000 |
$4,295,000 |
Tax Fees |
$50,000 |
$- |
All Other Fees |
$- |
$- |
A Amounts may reflect rounding.
"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.
"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.
"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.
Assurance services must be performed by an independent public accountant.
* * *
The aggregate non-audit fees billed by PwC for services rendered to the Fund, 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 are as follows:
Billed By |
July 31, 2014 A |
July 31, 2013 A, |
PwC |
$7,195,000 |
$5,070,000 |
A Amounts may reflect rounding.
The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Fund, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund and its related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.
Audit Committee Pre-Approval Policies and Procedures
The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.
All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.
Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.
Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")
There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund's last two fiscal years relating to services provided to (i) the Fund or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Investments
(a) Not applicable.
(b) Not applicable
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.
Item 11. Controls and Procedures
(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.
Item 12. Exhibits
(a) |
(1) |
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH. |
(a) |
(2) |
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT. |
(a) |
(3) |
Not applicable. |
(b) |
|
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Fidelity Oxford Street Trust
By: |
/s/Stephanie J. Dorsey |
|
Stephanie J. Dorsey |
|
President and Treasurer |
|
|
Date: |
September 25, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/ Stephanie J. Dorsey |
|
Stephanie J. Dorsey |
|
President and Treasurer |
|
|
Date: |
September 25, 2014 |
By: |
/s/Howard J. Galligan III |
|
Howard J. Galligan III |
|
Chief Financial Officer |
|
|
Date: |
September 25, 2014 |
Exhibit EX-99.CERT
I, Stephanie J. Dorsey, certify that:
1. I have reviewed this report on Form N-CSR of Fidelity Oxford Street Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 25, 2014
/s/Stephanie J. Dorsey |
Stephanie J. Dorsey |
President and Treasurer |
I, Howard J. Galligan III, certify that:
1. I have reviewed this report on Form N-CSR of Fidelity Oxford Street Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 25, 2014
/s/Howard J. Galligan III |
Howard J. Galligan III |
Chief Financial Officer |
Exhibit EX-99.906CERT
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)
In connection with the attached Report of Fidelity Oxford Street Trust (the "Trust") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer's knowledge:
1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.
Dated: September 25, 2014
/s/Stephanie J. Dorsey |
Stephanie J. Dorsey |
President and Treasurer |
Dated: September 25, 2014
/s/Howard J. Galligan III |
Howard J. Galligan III |
Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT EX-99.CODE ETH
I. Purposes of the Code/Covered Officers
This document constitutes the Code of Ethics (Code) adopted by the Fidelity Funds (Funds) pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940), which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies. The Code applies to the Fidelity Funds' President and Treasurer, and Chief Financial Officer (Covered Officers). Fidelity's Ethics Office, a part of Corporate Compliance Group within Core Compliance, administers the Code.
The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers:
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically
Actual and Apparent Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fidelity Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fidelity Funds.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Fidelity Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (Investment Company Act) and the Investment Advisers Act of 1940 (Investment Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fidelity Fund because of their status as "affiliated persons" of the Fund. Separate compliance programs and procedures of the Fidelity Funds, Fidelity Management & Research Company (FMR) and the other Fidelity companies are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fidelity Funds, FMR or another Fidelity company), be involved in establishing policies and implementing decisions that have different effects on the Fidelity Funds, FMR and other Fidelity companies. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company), and is consistent with the performance by the Covered Officers of their duties as officers of the Fidelity Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Board of Trustees (Board) that the Covered Officers also may be officers or employees of one or more other Fidelity Funds covered by this Code.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fidelity Fund.
* * *
Each Covered Officer must:
With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Fidelity Ethics Office for resolution. Similarly, any questions a Covered Officer has generally regarding the application or interpretation of the Code should be directed to the Fidelity Ethics Office immediately.
III. Disclosure and Compliance
IV. Reporting and Accountability
Each Covered Officer must:
The Fidelity Ethics Office shall take all action it considers appropriate to investigate any actual or potential violations reported to it. Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any action should be taken as detailed below. The Covered Officer will be informed of any action determined to be appropriate. The Fidelity Ethics Office will inform the Personal Trading Committee of all Code violations and actions taken in response. Without implied limitation, appropriate remedial, disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. Additionally, other legal remedies may be pursued.
The policies and procedures described in the Code do not create any obligations to any person or entity other than the Fidelity Funds. The Code is intended solely for the internal use by the Fidelity Funds and does not constitute a promise, contract or an admission by or on behalf of any Fidelity Fund as to any fact, circumstance, or legal conclusion. The Fidelity Funds, the Fidelity companies and the Fidelity Chief Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.
V. Oversight
Material violations of this Code will be reported promptly by FMR to the Board's Compliance Committee. In addition, at least once each year, FMR will provide a written report to the Board, which describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and action taken in response to the material violations.
VI. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Fidelity Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Other Fidelity policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.
VII. Amendments
Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Fidelity Funds.
VIII. Records and Confidentiality
Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Fidelity Ethics Office. All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fidelity Ethics Office, the Personal Trading Committee, the Board, appropriate personnel at the relevant Fidelity company or companies and the legal counsel of any or all of the foregoing.
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