UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-21667
Fidelity Central Investment Portfolios LLC
(Exact name of registrant as specified in charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)
Scott C. Goebel, Secretary
82 Devonshire St.
Boston, Massachusetts 02109
(Name and address of agent for service)
Registrant's telephone number, including area code:
617-563-7000
Date of fiscal year end:
|
August 31
|
|
|
Date of reporting period:
|
August 31, 2009
|
Item 1.
Reports to Stockholders
Fidelity
®
High Income
Central Fund 2
Annual Report
August 31, 2009
To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or
visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting
guidelines.
Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors
Corporation.
Other third party marks appearing herein are the property of their respective owners.
All other marks appearing herein are the registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.
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.
HICII-ANN-1009
1.861961.101
Performance: The Bottom Line
Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's 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 August 31, 2009
|
Past 1
year
|
Life of
Fund
A
|
Fidelity® High Income Central Fund 2
|
4.83%
|
4.89%
|
A
From March 31, 2008.
$10,000 Over Life of Fund
Let's say hypothetically that $10,000 was invested in Fidelity
®
High Income Central Fund 2 on March 31, 2008, when the fund started. The chart
shows how the value of your investment would have changed, and also shows how the Merrill Lynch
®
U.S. High Yield Master II Constrained Index
performed over the same period.
Annual Report
Management's Discussion of Fund Performance
Market Recap:
During the 12 months ending August 31, 2009, high-yield bonds experienced the best of times and the worst of times. The first three
months of the period were the worst on record, as the U.S. economy reeled and investment bank Lehman Brothers collapsed, causing investors to
retreat sharply from investments farther out on the risk spectrum. The U.S. Treasury and the Federal Reserve Board worked feverishly to restore
liquidity to the debt markets. Nevertheless, high yield stumbled to its worst year ever in 2008. The pendulum started to swing the other way in the first
part of 2009, in large part due to evidence that the programs instituted by Washington, D.C., were having their desired effect. Starting from very low
prices, high-yield bonds enjoyed their best quarter ever in the second quarter of 2009, which included April, the market's strongest month on record.
Other factors that helped propel returns included renewed investor confidence in the markets, which sparked interest in high-yield bonds and other
investments that carry risk; signs that the market was working more normally again, including the ability of some high-yield firms to successfully
access capital through new issuance; and improved performance by the equity markets. When all was said and done, the Merrill Lynch® U.S. High
Yield Master II Constrained Index returned 6.40% for the period.
Comments from Frederick Hoff, Portfolio Manager of Fidelity
®
High Income Central Fund 2:
For the year, the fund returned 4.83%,
trailing the return of the Merrill Lynch index. The fund was hampered by its substantial underweighting in banks and thrifts, which as a group turned
in strong results. This category included General Motors Acceptance Corp. (GMAC) bonds, the fund's biggest detractor. I was significantly underexposed to this finance arm of automaker GM as well as to its subsidiary, Residential Capital. Both issuers rallied after the federal bailout of GM. Bonds
of Ford Motor Credit - another portfolio underweighting - rose as well. Elsewhere, weak security selection in technology also hurt results, as did an
out-of-benchmark position in textbook publisher Education Media & Publishing Group. In contrast, strong security selection within cable TV -
especially Charter Communications, the fund's largest position - contributed to performance. Another boost came from underweighting bonds of
yellow-pages publisher R.H. Donnelley, which struggled amid a weak advertising market. Of final note, having minimal exposure to GM bonds helped.
These securities did poorly - unlike those of GMAC and Residential Capital - and the fund benefited from both an underweighting and timely
ownership.
The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not
necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment
advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent
on behalf of any Fidelity fund.
Annual Report
Shareholder Expense Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example
is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2009 to August 31,
2009).
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this
line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for
example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled
"Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the
underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds.
These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's
actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account
values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information
to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds,
will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not
included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the
second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
Annual Report
Shareholder Expense Example - continued
|
Annualized Expense
Ratio
|
Beginning
Account Value
March 1, 2009
|
Ending
Account Value
August 31, 2009
|
Expenses Paid
During Period
*
March 1, 2009
to August 31, 2009
|
Actual
|
.0035%
|
$ 1,000.00
|
$ 1,308.60
|
$ .02
|
Hypothetical (5% return per year before
expenses)
|
|
$ 1,000.00
|
$ 1,025.19
|
$ .02
|
*
Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/365 (to reflect the one-half year period).
Annual Report
Investment Changes (Unaudited)
Top Five Holdings as of August 31, 2009
|
(by issuer, excluding cash equivalents)
|
% of fund's
net assets
|
% of fund's net assets
6 months ago
|
HCA, Inc.
|
2.8
|
3.2
|
Charter Communications Operating LLC/Charter Communications Operating
Capital Corp.
|
2.1
|
2.3
|
Intelsat Jackson Holdings Limited
|
2.0
|
3.0
|
Avaya, Inc.
|
2.0
|
0.0
|
Chesapeake Energy Corp.
|
1.7
|
2.1
|
|
10.6
|
|
Top Five Market Sectors as of August 31, 2009
|
|
% of fund's
net assets
|
% of fund's net assets
6 months ago
|
Telecommunications
|
10.5
|
11.0
|
Healthcare
|
8.8
|
11.1
|
Electric Utilities
|
7.0
|
9.0
|
Technology
|
6.0
|
3.4
|
Energy
|
5.7
|
6.3
|
Quality Diversification (% of fund's net assets)
|
As of August 31, 2009
|
As of February 28, 2009
|
|
BBB 0.8%
|
|
|
BBB 2.2%
|
|
|
BB 26.3%
|
|
|
BB 24.6%
|
|
|
B 41.0%
|
|
|
B 51.3%
|
|
|
CCC,CC,C 22.7%
|
|
|
CCC,CC,C 12.5%
|
|
|
D 2.9%
|
|
|
D 0.0%
|
|
|
Not Rated 2.0%
|
|
|
Not Rated 0.7%
|
|
|
Equities 0.6%
|
|
|
Equities 0.0%
|
|
|
Short-Term
Investments and
Net Other Assets 3.7%
|
|
|
Short-Term
Investments and
Net Other Assets 8.7%
|
|
We have used ratings from Moody's
®
Investors Services, Inc. Where Moody's ratings are not available, we have used S&P
®
ratings. All ratings are as of the report date and do not
reflect subsequent downgrades.
|
Asset Allocation (% of fund's net assets)
|
As of August 31, 2009
*
|
As of February 28, 2009
**
|
|
Nonconvertible
Bonds 79.9%
|
|
|
Nonconvertible
Bonds 75.6%
|
|
|
Convertible Bonds, Preferred Stocks 1.7%
|
|
|
Convertible Bonds, Preferred Stocks 1.0%
|
|
|
Floating Rate Loans 14.7%
|
|
|
Floating Rate Loans 14.7%
|
|
|
Short-Term
Investments and
Net Other Assets 3.7%
|
|
|
Short-Term
Investments and
Net Other Assets 8.7%
|
|
*
Foreign investments
|
9.7%
|
|
**
Foreign investments
|
8.4%
|
|
Annual Report
Investments August 31, 2009
Showing Percentage of Net Assets
Corporate Bonds - 81.0%
|
|
Principal Amount
|
|
Value
|
Convertible Bonds - 1.1%
|
Building Materials - 0.2%
|
General Cable Corp.:
|
|
|
|
|
0.875% 11/15/13
|
|
$ 340,000
|
|
$ 316,676
|
1% 10/15/12
|
|
420,000
|
|
353,052
|
|
|
669,728
|
Energy - 0.2%
|
Chesapeake Energy Corp. 2.75% 11/15/35
|
|
1,000,000
|
|
879,100
|
Homebuilding/Real Estate - 0.3%
|
Ventas, Inc. 3.875% 11/15/11 (e)
|
|
1,410,000
|
|
1,472,646
|
Metals/Mining - 0.1%
|
Peabody Energy Corp. 4.75% 12/15/66
|
|
770,000
|
|
616,000
|
Technology - 0.3%
|
Advanced Micro Devices, Inc. 6% 5/1/15
|
|
501,000
|
|
332,564
|
Lucent Technologies, Inc. 2.875% 6/15/25
|
|
1,140,000
|
|
911,966
|
|
|
1,244,530
|
TOTAL CONVERTIBLE BONDS
|
|
4,882,004
|
Nonconvertible Bonds - 79.9%
|
Aerospace - 0.7%
|
Bombardier, Inc.:
|
|
|
|
|
6.3% 5/1/14 (e)
|
|
685,000
|
|
633,625
|
8% 11/15/14 (e)
|
|
1,165,000
|
|
1,137,331
|
Sequa Corp. 11.75% 12/1/15 (e)
|
|
2,275,000
|
|
1,410,500
|
TransDigm, Inc. 7.75% 7/15/14
|
|
230,000
|
|
230,000
|
|
|
3,411,456
|
Air Transportation - 0.1%
|
Delta Air Lines, Inc. 8.3% 12/15/29 (a)
|
|
5,950,000
|
|
59,500
|
Delta Air Lines, Inc. pass-thru trust certificates 10.06% 1/2/16 (a)
|
|
32,208
|
|
16,104
|
Northwest Airlines, Inc. pass-thru trust certificates 7.691% 4/1/17
|
|
380,599
|
|
235,971
|
|
|
311,575
|
Auto Parts Distribution - 0.3%
|
Affinia Group, Inc. 10.75% 8/15/16 (e)
|
|
145,000
|
|
149,350
|
Ford Motor Credit Co. LLC 7.5% 8/1/12
|
|
1,320,000
|
|
1,214,400
|
|
|
1,363,750
|
Automotive - 3.4%
|
Commercial Vehicle Group, Inc. 8% 7/1/13
|
|
115,000
|
|
63,250
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Automotive - continued
|
Ford Motor Co. 7.45% 7/16/31
|
|
$ 1,540,000
|
|
$ 1,178,100
|
Ford Motor Credit Co. LLC:
|
|
|
|
|
7.8% 6/1/12
|
|
1,100,000
|
|
1,023,000
|
8% 12/15/16
|
|
1,050,000
|
|
919,950
|
9.875% 8/10/11
|
|
1,780,000
|
|
1,761,171
|
General Motors Corp.:
|
|
|
|
|
7.125% 7/15/13 (b)
|
|
265,000
|
|
39,750
|
7.2% 1/15/11 (b)
|
|
300,000
|
|
42,000
|
8.25% 7/15/23 (b)
|
|
500,000
|
|
72,500
|
8.375% 7/15/33 (b)
|
|
1,805,000
|
|
277,519
|
GMAC LLC 6.625% 5/15/12
|
|
340,000
|
|
296,650
|
Tenneco, Inc.:
|
|
|
|
|
8.125% 11/15/15
|
|
2,820,000
|
|
2,573,250
|
8.625% 11/15/14
|
|
1,720,000
|
|
1,505,000
|
10.25% 7/15/13
|
|
355,000
|
|
362,100
|
The Goodyear Tire & Rubber Co.:
|
|
|
|
|
5.01% 12/1/09 (f)
|
|
140,000
|
|
139,650
|
8.625% 12/1/11
|
|
905,000
|
|
907,263
|
10.5% 5/15/16
|
|
3,280,000
|
|
3,509,600
|
TRW Automotive, Inc. 7% 3/15/14 (e)
|
|
1,280,000
|
|
1,113,600
|
|
|
15,784,353
|
Banks and Thrifts - 1.5%
|
CIT Group, Inc.:
|
|
|
|
|
4.75% 12/15/10
|
|
680,000
|
|
411,792
|
7.625% 11/30/12
|
|
1,685,000
|
|
954,665
|
GMAC LLC:
|
|
|
|
|
6.625% 5/15/12 (e)
|
|
790,000
|
|
697,175
|
6.75% 12/1/14 (e)
|
|
1,878,000
|
|
1,539,960
|
6.875% 9/15/11 (e)
|
|
1,489,000
|
|
1,369,880
|
6.875% 8/28/12 (e)
|
|
567,000
|
|
498,960
|
7% 2/1/12 (e)
|
|
594,000
|
|
530,145
|
7.5% 12/31/13 (e)
|
|
835,000
|
|
693,050
|
8% 11/1/31 (e)
|
|
600,000
|
|
468,000
|
|
|
7,163,627
|
Broadcasting - 0.1%
|
Nexstar Broadcasting, Inc.:
|
|
|
|
|
0.4479% 1/15/14 pay-in-kind (e)(f)
|
|
1,577,141
|
|
456,429
|
7% 1/15/14
|
|
521,000
|
|
203,190
|
|
|
659,619
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Building Materials - 2.7%
|
Building Materials Corp. of America 7.75% 8/1/14
|
|
$ 1,320,000
|
|
$ 1,247,400
|
Coleman Cable, Inc. 9.875% 10/1/12
|
|
3,540,000
|
|
3,256,800
|
General Cable Corp.:
|
|
|
|
|
2.9719% 4/1/15 (f)
|
|
1,240,000
|
|
1,078,800
|
7.125% 4/1/17
|
|
1,505,000
|
|
1,433,513
|
Nortek, Inc.:
|
|
|
|
|
8.5% 9/1/14
|
|
1,740,000
|
|
817,800
|
10% 12/1/13
|
|
4,225,000
|
|
4,013,750
|
Owens Corning:
|
|
|
|
|
6.5% 12/1/16
|
|
540,000
|
|
511,934
|
9% 6/15/19
|
|
405,000
|
|
417,150
|
|
|
12,777,147
|
Cable TV - 4.6%
|
Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp.
11% 10/1/15 (b)
|
|
1,230,000
|
|
172,200
|
Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp.:
|
|
|
|
|
Series B, 10.25% 9/15/10 (b)
|
|
560,000
|
|
595,056
|
10.25% 9/15/10 (b)
|
|
2,030,000
|
|
2,255,838
|
Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:
|
|
|
|
|
10% 4/30/12 (e)(f)
|
|
6,980,000
|
|
7,049,800
|
10.375% 4/30/14 (e)(f)
|
|
615,000
|
|
622,688
|
12.875% 9/15/14 (e)
|
|
2,140,000
|
|
2,321,900
|
CSC Holdings, Inc.:
|
|
|
|
|
6.75% 4/15/12
|
|
200,000
|
|
201,000
|
7.625% 4/1/11
|
|
3,898,000
|
|
3,946,725
|
8.5% 4/15/14 (e)
|
|
750,000
|
|
763,125
|
8.625% 2/15/19 (e)
|
|
785,000
|
|
796,775
|
EchoStar Communications Corp.:
|
|
|
|
|
7% 10/1/13
|
|
450,000
|
|
441,000
|
7.125% 2/1/16
|
|
2,095,000
|
|
2,011,200
|
Kabel Deutschland GmbH 10.625% 7/1/14
|
|
70,000
|
|
72,800
|
|
|
21,250,107
|
Capital Goods - 1.1%
|
Anixter International, Inc. 10% 3/15/14
|
|
135,000
|
|
137,363
|
Baldor Electric Co. 8.625% 2/15/17
|
|
1,805,000
|
|
1,795,975
|
Esco Corp.:
|
|
|
|
|
4.5044% 12/15/13 (e)(f)
|
|
90,000
|
|
79,200
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Capital Goods - continued
|
Esco Corp.: - continued
|
|
|
|
|
8.625% 12/15/13 (e)
|
|
$ 550,000
|
|
$ 539,000
|
RBS Global, Inc. / Rexnord Corp. 9.5% 8/1/14
|
|
475,000
|
|
432,250
|
SPX Corp. 7.625% 12/15/14
|
|
1,630,000
|
|
1,630,000
|
Terex Corp. 10.875% 6/1/16
|
|
680,000
|
|
714,000
|
|
|
5,327,788
|
Chemicals - 1.1%
|
Airgas, Inc. 7.125% 10/1/18 (e)
|
|
510,000
|
|
506,175
|
Momentive Performance Materials, Inc. 9.75% 12/1/14
|
|
3,160,000
|
|
1,990,800
|
Nalco Co. 8.25% 5/15/17 (e)
|
|
460,000
|
|
477,250
|
NOVA Chemicals Corp. 6.5% 1/15/12
|
|
480,000
|
|
460,800
|
Phibro Animal Health Corp. 10% 8/1/13 (e)
|
|
370,000
|
|
344,100
|
PolyOne Corp. 8.875% 5/1/12
|
|
1,205,000
|
|
1,180,900
|
|
|
4,960,025
|
Consumer Products - 1.0%
|
Jarden Corp. 7.5% 5/1/17
|
|
2,740,000
|
|
2,637,250
|
Riddell Bell Holdings, Inc. 8.375% 10/1/12
|
|
2,000,000
|
|
1,800,000
|
|
|
4,437,250
|
Containers - 1.2%
|
Berry Plastics Corp. 5.2594% 2/15/15 (f)
|
|
4,780,000
|
|
4,278,100
|
Berry Plastics Holding Corp. 8.875% 9/15/14
|
|
745,000
|
|
651,875
|
BWAY Corp. 10% 4/15/14 (e)
|
|
715,000
|
|
743,600
|
Owens-Brockway Glass Container, Inc. 8.25% 5/15/13
|
|
105,000
|
|
106,050
|
|
|
5,779,625
|
Diversified Financial Services - 0.8%
|
Capital One Capital V 10.25% 8/15/39
|
|
1,650,000
|
|
1,677,753
|
Sprint Capital Corp. 8.75% 3/15/32
|
|
2,315,000
|
|
1,921,450
|
|
|
3,599,203
|
Diversified Media - 1.1%
|
Interpublic Group of Companies, Inc. 10% 7/15/17 (e)
|
|
510,000
|
|
532,950
|
Liberty Media Corp. 5.7% 5/15/13
|
|
865,000
|
|
821,750
|
Nielsen Finance LLC/Nielsen Finance Co.:
|
|
|
|
|
0% 8/1/16 (c)
|
|
660,000
|
|
458,700
|
10% 8/1/14
|
|
850,000
|
|
799,000
|
11.5% 5/1/16
|
|
1,775,000
|
|
1,766,125
|
11.625% 2/1/14
|
|
835,000
|
|
828,738
|
|
|
5,207,263
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Electric Utilities - 5.1%
|
AES Corp.:
|
|
|
|
|
8% 10/15/17
|
|
$ 2,795,000
|
|
$ 2,697,175
|
8.75% 5/15/13 (e)
|
|
804,000
|
|
812,040
|
9.75% 4/15/16 (e)
|
|
660,000
|
|
686,400
|
CMS Energy Corp.:
|
|
|
|
|
8.5% 4/15/11
|
|
2,880,000
|
|
2,959,200
|
8.75% 6/15/19
|
|
590,000
|
|
620,975
|
Dynegy Holdings, Inc. 7.75% 6/1/19
|
|
990,000
|
|
706,613
|
Edison Mission Energy 7.2% 5/15/19
|
|
2,605,000
|
|
1,875,600
|
Energy Future Holdings:
|
|
|
|
|
10.875% 11/1/17
|
|
1,450,000
|
|
1,044,000
|
12% 11/1/17 pay-in-kind (f)
|
|
463,600
|
|
270,742
|
Mirant Americas Generation LLC:
|
|
|
|
|
8.3% 5/1/11
|
|
2,800,000
|
|
2,814,000
|
9.125% 5/1/31
|
|
985,000
|
|
758,450
|
NRG Energy, Inc.:
|
|
|
|
|
7.25% 2/1/14
|
|
1,865,000
|
|
1,790,400
|
7.375% 2/1/16
|
|
1,195,000
|
|
1,123,300
|
NSG Holdings II, LLC 7.75% 12/15/25 (e)
|
|
960,000
|
|
801,600
|
RRI Energy, Inc. 7.875% 6/15/17
|
|
2,630,000
|
|
2,334,125
|
Texas Competitive Electric Holdings Co. LLC Series A, 10.25% 11/1/15
|
|
3,580,000
|
|
2,434,400
|
|
|
23,729,020
|
Energy - 5.4%
|
Ashland, Inc. 9.125% 6/1/17 (e)
|
|
515,000
|
|
540,750
|
Chesapeake Energy Corp.:
|
|
|
|
|
6.5% 8/15/17
|
|
4,175,000
|
|
3,715,750
|
6.625% 1/15/16
|
|
480,000
|
|
436,200
|
6.875% 1/15/16
|
|
10,000
|
|
9,150
|
7% 8/15/14
|
|
25,000
|
|
23,500
|
7.5% 6/15/14
|
|
690,000
|
|
669,300
|
7.625% 7/15/13
|
|
1,150,000
|
|
1,129,875
|
9.5% 2/15/15
|
|
1,155,000
|
|
1,178,100
|
Connacher Oil and Gas Ltd.:
|
|
|
|
|
10.25% 12/15/15 (e)
|
|
795,000
|
|
564,450
|
11.75% 7/15/14 (e)
|
|
470,000
|
|
476,486
|
Denbury Resources, Inc. 9.75% 3/1/16
|
|
410,000
|
|
433,575
|
El Paso Corp. 8.25% 2/15/16
|
|
475,000
|
|
475,000
|
El Paso Performance-Linked Trust 7.75% 7/15/11 (e)
|
|
500,000
|
|
482,500
|
Forest Oil Corp. 7.25% 6/15/19
|
|
3,660,000
|
|
3,440,400
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Energy - continued
|
Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (e)
|
|
$ 1,820,000
|
|
$ 1,692,600
|
OPTI Canada, Inc. 8.25% 12/15/14
|
|
1,850,000
|
|
1,202,500
|
Petrohawk Energy Corp. 9.125% 7/15/13
|
|
2,210,000
|
|
2,232,100
|
Plains Exploration & Production Co.:
|
|
|
|
|
7% 3/15/17
|
|
2,285,000
|
|
2,107,913
|
7.625% 6/1/18
|
|
350,000
|
|
333,375
|
10% 3/1/16
|
|
1,395,000
|
|
1,471,725
|
Pride International, Inc. 7.375% 7/15/14
|
|
480,000
|
|
484,800
|
Range Resources Corp. 7.375% 7/15/13
|
|
1,425,000
|
|
1,417,875
|
SandRidge Energy, Inc.:
|
|
|
|
|
4.2219% 4/1/14 (f)
|
|
385,000
|
|
317,625
|
8.625% 4/1/15 pay-in-kind (f)
|
|
195,000
|
|
184,275
|
Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17
|
|
315,000
|
|
305,550
|
|
|
25,325,374
|
Entertainment/Film - 0.1%
|
AMC Entertainment, Inc. 8.75% 6/1/19
|
|
545,000
|
|
539,550
|
Environmental - 0.1%
|
Clean Harbors, Inc. 7.625% 8/15/16 (e)
|
|
470,000
|
|
472,350
|
Food and Drug Retail - 1.0%
|
Federated Retail Holdings, Inc. 5.35% 3/15/12
|
|
1,005,000
|
|
954,750
|
Rite Aid Corp.:
|
|
|
|
|
7.5% 3/1/17
|
|
1,120,000
|
|
938,000
|
10.375% 7/15/16
|
|
1,040,000
|
|
1,001,000
|
SUPERVALU, Inc.:
|
|
|
|
|
7.5% 11/15/14
|
|
670,000
|
|
659,950
|
8% 5/1/16
|
|
1,010,000
|
|
999,900
|
|
|
4,553,600
|
Food/Beverage/Tobacco - 1.8%
|
Constellation Brands, Inc.:
|
|
|
|
|
7.25% 5/15/17
|
|
1,744,000
|
|
1,687,320
|
8.375% 12/15/14
|
|
3,600,000
|
|
3,654,000
|
Dean Foods Co. 7% 6/1/16
|
|
1,802,413
|
|
1,685,256
|
Smithfield Foods, Inc.:
|
|
|
|
|
7.75% 7/1/17
|
|
1,065,000
|
|
772,125
|
10% 7/15/14 (e)
|
|
605,000
|
|
608,025
|
|
|
8,406,726
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Gaming - 1.0%
|
MGM Mirage, Inc.:
|
|
|
|
|
5.875% 2/27/14
|
|
$ 2,645,000
|
|
$ 1,877,950
|
6.75% 4/1/13
|
|
1,020,000
|
|
775,200
|
13% 11/15/13 (e)
|
|
880,000
|
|
981,200
|
Mohegan Tribal Gaming Authority:
|
|
|
|
|
6.875% 2/15/15
|
|
370,000
|
|
255,300
|
7.125% 8/15/14
|
|
610,000
|
|
427,000
|
Station Casinos, Inc.:
|
|
|
|
|
6% 4/1/12 (b)
|
|
930,000
|
|
288,300
|
7.75% 8/15/16 (b)
|
|
810,000
|
|
255,150
|
|
|
4,860,100
|
Healthcare - 7.6%
|
AMR HoldCo, Inc./EmCare HoldCo, Inc. 10% 2/15/15
|
|
460,000
|
|
478,400
|
Apria Healthcare Group, Inc. 12.375% 11/1/14 (e)
|
|
1,070,000
|
|
1,078,025
|
Biomet, Inc. 10.375% 10/15/17 pay-in-kind (f)
|
|
3,955,000
|
|
4,083,538
|
Carriage Services, Inc. 7.875% 1/15/15
|
|
680,000
|
|
612,000
|
Community Health Systems, Inc. 8.875% 7/15/15
|
|
2,000,000
|
|
2,005,000
|
DaVita, Inc.:
|
|
|
|
|
6.625% 3/15/13
|
|
1,000,000
|
|
958,750
|
7.25% 3/15/15
|
|
1,685,000
|
|
1,630,238
|
HCA, Inc.:
|
|
|
|
|
7.875% 2/15/20 (e)
|
|
2,290,000
|
|
2,247,063
|
8.5% 4/15/19 (e)
|
|
1,420,000
|
|
1,428,875
|
9.125% 11/15/14
|
|
770,000
|
|
781,550
|
9.25% 11/15/16
|
|
2,625,000
|
|
2,651,250
|
9.625% 11/15/16 pay-in-kind (f)
|
|
2,607,000
|
|
2,629,811
|
IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14
|
|
540,000
|
|
523,800
|
Inverness Medical Innovations, Inc. 9% 5/15/16
|
|
1,005,000
|
|
999,975
|
Psychiatric Solutions, Inc. 7.75% 7/15/15 (e)
|
|
370,000
|
|
345,950
|
Senior Housing Properties Trust 7.875% 4/15/15
|
|
313,000
|
|
291,873
|
Service Corp. International 7.375% 10/1/14
|
|
265,000
|
|
257,050
|
Skilled Healthcare Group, Inc. 11% 1/15/14
|
|
235,000
|
|
239,700
|
Tenet Healthcare Corp.:
|
|
|
|
|
8.875% 7/1/19 (e)
|
|
1,680,000
|
|
1,722,000
|
9.25% 2/1/15
|
|
2,295,000
|
|
2,197,463
|
Ventas Realty LP:
|
|
|
|
|
6.5% 6/1/16
|
|
3,550,000
|
|
3,301,500
|
6.5% 6/1/16
|
|
205,000
|
|
190,650
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Healthcare - continued
|
Ventas Realty LP: - continued
|
|
|
|
|
7.125% 6/1/15
|
|
$ 128,000
|
|
$ 121,600
|
VWR Funding, Inc. 11.25% 7/15/15 pay-in-kind (d)
|
|
5,275,000
|
|
4,562,875
|
|
|
35,338,936
|
Homebuilding/Real Estate - 2.8%
|
CB Richard Ellis Services, Inc. 11.625% 6/15/17 (e)
|
|
1,620,000
|
|
1,672,650
|
KB Home 5.875% 1/15/15
|
|
175,000
|
|
162,750
|
Realogy Corp. 10.5% 4/15/14
|
|
3,620,000
|
|
2,135,800
|
Rouse Co.:
|
|
|
|
|
5.375% 11/26/13 (b)
|
|
1,670,000
|
|
1,260,850
|
7.2% 9/15/12 (b)
|
|
705,000
|
|
542,850
|
Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (b)(e)
|
|
4,670,000
|
|
3,549,200
|
Toys 'R' Us Property Co. I LLC 10.75% 7/15/17 (e)
|
|
3,480,000
|
|
3,532,200
|
|
|
12,856,300
|
Hotels - 1.3%
|
Host Hotels & Resorts LP:
|
|
|
|
|
6.875% 11/1/14
|
|
1,650,000
|
|
1,567,500
|
9% 5/15/17 (e)
|
|
135,000
|
|
137,700
|
Host Marriott LP 7.125% 11/1/13
|
|
1,170,000
|
|
1,134,900
|
Starwood Hotels & Resorts Worldwide, Inc. 7.875% 10/15/14
|
|
3,130,000
|
|
3,114,350
|
|
|
5,954,450
|
Leisure - 0.6%
|
Harrah's Escrow Corp. 11.25% 6/1/17 (e)
|
|
850,000
|
|
867,000
|
Royal Caribbean Cruises Ltd. 11.875% 7/15/15
|
|
1,590,000
|
|
1,621,800
|
Six Flags Operations, Inc. 12.25% 7/15/16 (b)(e)
|
|
243,000
|
|
201,690
|
Universal City Florida Holding Co. I/II 5.2331% 5/1/10 (f)
|
|
260,000
|
|
234,000
|
|
|
2,924,490
|
Metals/Mining - 4.7%
|
Arch Coal, Inc. 8.75% 8/1/16 (e)
|
|
665,000
|
|
665,000
|
Drummond Co., Inc. 7.375% 2/15/16 (e)
|
|
515,000
|
|
448,050
|
FMG Finance Property Ltd.:
|
|
|
|
|
10% 9/1/13 (e)
|
|
1,150,000
|
|
1,201,750
|
10.625% 9/1/16 (e)
|
|
3,310,000
|
|
3,541,700
|
Foundation Pennsylvania Coal Co. 7.25% 8/1/14
|
|
530,000
|
|
516,750
|
Freeport-McMoRan Copper & Gold, Inc.:
|
|
|
|
|
4.995% 4/1/15 (f)
|
|
1,530,000
|
|
1,461,150
|
8.25% 4/1/15
|
|
885,000
|
|
923,719
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Metals/Mining - continued
|
Freeport-McMoRan Copper & Gold, Inc.: - continued
|
|
|
|
|
8.375% 4/1/17
|
|
$ 1,180,000
|
|
$ 1,234,575
|
Massey Energy Co. 6.875% 12/15/13
|
|
2,000,000
|
|
1,880,000
|
Novelis, Inc.:
|
|
|
|
|
7.25% 2/15/15 (d)
|
|
1,150,000
|
|
885,500
|
11.5% 2/15/15 (e)
|
|
225,000
|
|
222,750
|
Peabody Energy Corp.:
|
|
|
|
|
6.875% 3/15/13
|
|
1,000,000
|
|
1,000,000
|
7.375% 11/1/16
|
|
1,240,000
|
|
1,233,800
|
Teck Resources Ltd.:
|
|
|
|
|
9.75% 5/15/14
|
|
1,895,000
|
|
2,051,338
|
10.25% 5/15/16
|
|
1,640,000
|
|
1,805,968
|
10.75% 5/15/19
|
|
2,465,000
|
|
2,810,100
|
|
|
21,882,150
|
Paper - 2.5%
|
Cellu Tissue Holdings, Inc. 11.5% 6/1/14 (e)
|
|
205,000
|
|
213,200
|
Domtar Corp.:
|
|
|
|
|
7.125% 8/15/15
|
|
470,000
|
|
453,550
|
7.875% 10/15/11
|
|
302,000
|
|
305,020
|
9.5% 8/1/16
|
|
550,000
|
|
544,500
|
10.75% 6/1/17
|
|
915,000
|
|
992,775
|
Georgia-Pacific Corp.:
|
|
|
|
|
7.125% 1/15/17 (e)
|
|
870,000
|
|
828,675
|
8.125% 5/15/11
|
|
1,120,000
|
|
1,134,000
|
9.5% 12/1/11
|
|
2,151,000
|
|
2,237,040
|
Graphic Packaging International, Inc.:
|
|
|
|
|
8.5% 8/15/11
|
|
889,000
|
|
889,000
|
9.5% 8/15/13
|
|
355,000
|
|
355,000
|
9.5% 6/15/17 (e)
|
|
1,025,000
|
|
1,053,188
|
NewPage Corp. 10% 5/1/12
|
|
1,665,000
|
|
782,550
|
Rock-Tenn Co.:
|
|
|
|
|
9.25% 3/15/16
|
|
265,000
|
|
278,250
|
9.25% 3/15/16 (e)
|
|
235,000
|
|
246,750
|
Verso Paper Holdings LLC/ Verso Paper, Inc. 11.5% 7/1/14 (e)
|
|
765,000
|
|
753,525
|
Verso Paper Holdings LLC/Verso Paper, Inc. 9.125% 8/1/14
|
|
1,065,000
|
|
692,250
|
|
|
11,759,273
|
Publishing/Printing - 3.1%
|
Cadmus Communications Corp. 8.375% 6/15/14
|
|
445,000
|
|
296,481
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Publishing/Printing - continued
|
Cenveo Corp.:
|
|
|
|
|
7.875% 12/1/13
|
|
$ 2,030,000
|
|
$ 1,512,350
|
10.5% 8/15/16 (e)
|
|
2,930,000
|
|
2,450,213
|
The Reader's Digest Association, Inc. 9% 2/15/17 (b)
|
|
2,030,000
|
|
48,213
|
TL Acquisitions, Inc.:
|
|
|
|
|
10.5% 1/15/15 (e)
|
|
6,580,000
|
|
5,987,800
|
13.25% 7/15/15 (e)
|
|
595,000
|
|
538,475
|
Valassis Communications, Inc. 8.25% 3/1/15
|
|
3,875,000
|
|
3,390,625
|
|
|
14,224,157
|
Railroad - 0.2%
|
Kansas City Southern de Mexico, SA de CV 12.5% 4/1/16 (e)
|
|
380,000
|
|
400,900
|
Kansas City Southern Railway Co. 8% 6/1/15
|
|
565,000
|
|
553,700
|
|
|
954,600
|
Restaurants - 0.2%
|
Carrols Corp. 9% 1/15/13
|
|
920,000
|
|
894,700
|
Services - 4.1%
|
ARAMARK Corp.:
|
|
|
|
|
3.9831% 2/1/15 (f)
|
|
3,735,000
|
|
3,184,088
|
8.5% 2/1/15
|
|
1,150,000
|
|
1,112,625
|
Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:
|
|
|
|
|
2.94% 5/15/14 (f)
|
|
950,000
|
|
660,250
|
7.625% 5/15/14
|
|
470,000
|
|
376,000
|
7.75% 5/15/16
|
|
1,330,000
|
|
1,029,088
|
Corrections Corp. of America 6.25% 3/15/13
|
|
1,655,000
|
|
1,617,763
|
Hertz Corp. 8.875% 1/1/14
|
|
3,540,000
|
|
3,363,000
|
Iron Mountain, Inc.:
|
|
|
|
|
6.625% 1/1/16
|
|
155,000
|
|
146,475
|
8% 6/15/20
|
|
2,305,000
|
|
2,235,850
|
8.625% 4/1/13
|
|
190,000
|
|
190,000
|
Penhall International Corp. 12% 8/1/14 (e)
|
|
190,000
|
|
72,200
|
ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (e)
|
|
1,375,000
|
|
1,210,000
|
United Rentals North America, Inc.:
|
|
|
|
|
6.5% 2/15/12
|
|
355,000
|
|
342,575
|
7% 2/15/14
|
|
375,000
|
|
315,000
|
7.75% 11/15/13
|
|
1,275,000
|
|
1,058,250
|
10.875% 6/15/16 (e)
|
|
2,030,000
|
|
2,060,450
|
|
|
18,973,614
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Shipping - 1.3%
|
Hornbeck Offshore Services, Inc. 6.125% 12/1/14
|
|
$ 1,780,000
|
|
$ 1,628,700
|
Navios Maritime Holdings, Inc. 9.5% 12/15/14
|
|
635,000
|
|
555,625
|
Ship Finance International Ltd. 8.5% 12/15/13
|
|
2,310,000
|
|
2,125,200
|
Teekay Corp. 8.875% 7/15/11
|
|
1,110,000
|
|
1,104,450
|
Ultrapetrol (Bahamas) Ltd. 9% 11/24/14
|
|
680,000
|
|
571,200
|
|
|
5,985,175
|
Specialty Retailing - 1.3%
|
Dollar General Corp.:
|
|
|
|
|
10.625% 7/15/15
|
|
535,000
|
|
593,850
|
11.875% 7/15/17 pay-in-kind (f)
|
|
435,000
|
|
487,200
|
Michaels Stores, Inc. 10% 11/1/14
|
|
1,040,000
|
|
993,200
|
Sally Holdings LLC 9.25% 11/15/14
|
|
3,096,000
|
|
3,196,620
|
United Auto Group, Inc. 7.75% 12/15/16
|
|
800,000
|
|
701,000
|
|
|
5,971,870
|
Steels - 0.4%
|
Steel Dynamics, Inc. 7.375% 11/1/12
|
|
1,810,000
|
|
1,769,275
|
Tube City IMS Corp. 9.75% 2/1/15
|
|
195,000
|
|
140,400
|
|
|
1,909,675
|
Super Retail - 2.5%
|
Asbury Automotive Group, Inc.:
|
|
|
|
|
7.625% 3/15/17
|
|
2,911,000
|
|
2,387,020
|
8% 3/15/14
|
|
2,910,000
|
|
2,604,450
|
GSC Holdings Corp./Gamestop, Inc. 8% 10/1/12
|
|
2,000,000
|
|
2,025,000
|
Macy's Retail Holdings, Inc. 8.875% 7/15/15
|
|
1,125,000
|
|
1,139,281
|
Sonic Automotive, Inc. 8.625% 8/15/13
|
|
2,375,000
|
|
2,006,875
|
The Bon-Ton Department Stores, Inc. 10.25% 3/15/14
|
|
480,000
|
|
296,400
|
The May Department Stores Co. 5.75% 7/15/14
|
|
470,000
|
|
425,244
|
Toys 'R' Us, Inc. 7.875% 4/15/13
|
|
845,000
|
|
722,475
|
|
|
11,606,745
|
Technology - 3.4%
|
Avago Technologies Finance Ltd. 10.125% 12/1/13
|
|
785,000
|
|
820,325
|
Avaya, Inc. 10.875% 11/1/15 pay-in-kind (d)(e)
|
|
4,995,000
|
|
3,136,080
|
First Data Corp. 9.875% 9/24/15
|
|
495,000
|
|
420,750
|
Freescale Semiconductor, Inc. 8.875% 12/15/14
|
|
1,825,000
|
|
1,222,750
|
Lucent Technologies, Inc.:
|
|
|
|
|
6.45% 3/15/29
|
|
1,160,000
|
|
788,800
|
6.5% 1/15/28
|
|
480,000
|
|
326,400
|
Nortel Networks Corp.:
|
|
|
|
|
0% 7/15/11 (b)(f)
|
|
575,000
|
|
253,000
|
10.75% 7/15/16 (b)
|
|
1,200,000
|
|
555,000
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Technology - continued
|
NXP BV:
|
|
|
|
|
7.875% 10/15/14
|
|
$ 270,000
|
|
$ 183,600
|
10% 7/15/13 (e)
|
|
581,000
|
|
488,040
|
Seagate Technology International 10% 5/1/14 (e)
|
|
525,000
|
|
561,750
|
Serena Software, Inc. 10.375% 3/15/16
|
|
355,000
|
|
333,700
|
SunGard Data Systems, Inc.:
|
|
|
|
|
9.125% 8/15/13
|
|
3,125,000
|
|
3,101,563
|
10.625% 5/15/15 (e)
|
|
365,000
|
|
375,950
|
Xerox Capital Trust I 8% 2/1/27
|
|
3,850,000
|
|
3,091,473
|
|
|
15,659,181
|
Telecommunications - 9.4%
|
CC Holdings GS V LLC/Crown Castle GS III Corp. 7.75% 5/1/17 (e)
|
|
715,000
|
|
720,363
|
Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13
|
|
1,225,000
|
|
1,249,500
|
Cricket Communications, Inc.:
|
|
|
|
|
9.375% 11/1/14
|
|
1,560,000
|
|
1,470,300
|
10% 7/15/15
|
|
1,780,000
|
|
1,713,250
|
Crown Castle International Corp. 9% 1/15/15
|
|
1,265,000
|
|
1,312,438
|
Digicel Group Ltd.:
|
|
|
|
|
8.875% 1/15/15 (e)
|
|
1,785,000
|
|
1,584,188
|
9.125% 1/15/15 pay-in-kind (e)(f)
|
|
2,329,000
|
|
2,072,810
|
9.25% 9/1/12 (e)
|
|
765,000
|
|
765,000
|
Frontier Communications Corp. 8.25% 5/1/14
|
|
1,510,000
|
|
1,498,675
|
Intelsat Jackson Holdings Ltd. 9.5% 6/15/16
|
|
6,910,000
|
|
7,065,462
|
Intelsat Subsidiary Holding Co. Ltd.:
|
|
|
|
|
8.5% 1/15/13
|
|
1,000,000
|
|
1,002,500
|
8.875% 1/15/15
|
|
2,425,000
|
|
2,437,125
|
Level 3 Financing, Inc.:
|
|
|
|
|
4.6013% 2/15/15 (f)
|
|
540,000
|
|
378,000
|
9.25% 11/1/14
|
|
1,120,000
|
|
924,000
|
MetroPCS Wireless, Inc. 9.25% 11/1/14
|
|
1,660,000
|
|
1,628,875
|
Nextel Communications, Inc.:
|
|
|
|
|
5.95% 3/15/14
|
|
655,000
|
|
550,200
|
6.875% 10/31/13
|
|
380,000
|
|
340,100
|
7.375% 8/1/15
|
|
4,110,000
|
|
3,508,913
|
Qwest Corp.:
|
|
|
|
|
3.8794% 6/15/13 (f)
|
|
2,060,000
|
|
1,905,500
|
7.5% 10/1/14
|
|
75,000
|
|
74,250
|
8.375% 5/1/16 (e)
|
|
1,000,000
|
|
1,017,500
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Telecommunications - continued
|
Qwest Corp.: - continued
|
|
|
|
|
8.875% 3/15/12
|
|
$ 455,000
|
|
$ 468,650
|
Sprint Capital Corp.:
|
|
|
|
|
6.9% 5/1/19
|
|
4,820,000
|
|
4,048,800
|
7.625% 1/30/11
|
|
765,000
|
|
765,956
|
Wind Acquisition Finance SA:
|
|
|
|
|
10.75% 12/1/15 (e)
|
|
1,025,000
|
|
1,091,625
|
11.75% 7/15/17 (e)
|
|
2,100,000
|
|
2,278,500
|
Windstream Corp.:
|
|
|
|
|
7% 3/15/19
|
|
910,000
|
|
832,650
|
8.625% 8/1/16
|
|
1,159,000
|
|
1,163,346
|
|
|
43,868,476
|
Textiles & Apparel - 0.3%
|
Hanesbrands, Inc. 4.5925% 12/15/14 (f)
|
|
300,000
|
|
258,000
|
Quiksilver, Inc. 6.875% 4/15/15
|
|
1,745,000
|
|
1,099,350
|
|
|
1,357,350
|
TOTAL NONCONVERTIBLE BONDS
|
|
372,040,650
|
TOTAL CORPORATE BONDS
(Cost $369,993,804)
|
376,922,654
|
Commercial Mortgage Securities - 0.0%
|
|
Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0.4406% 8/1/24 (e)(f)
(Cost $139,483)
|
|
179,606
|
|
68,250
|
Common Stocks - 0.0%
|
|
Shares
|
|
|
Air Transportation - 0.0%
|
Delta Air Lines, Inc. (a)
|
9
|
|
65
|
Chemicals - 0.0%
|
Georgia Gulf Corp. (a)(e)
|
2,670
|
|
68,108
|
TOTAL COMMON STOCKS
(Cost $49,485)
|
68,173
|
Convertible Preferred Stocks - 0.6%
|
|
Shares
|
|
Value
|
Banks and Thrifts - 0.3%
|
Bank of America Corp. Series L, 7.25%
|
1,300
|
|
$ 1,121,900
|
Chemicals - 0.3%
|
Georgia Gulf Corp. (e)
|
59,830
|
|
1,526,174
|
Technology - 0.0%
|
Lucent Technologies Capital Trust I 7.75%
|
100
|
|
73,000
|
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $2,282,661)
|
2,721,074
|
Floating Rate Loans (h) - 14.7%
|
|
Principal Amount
|
|
|
Aerospace - 0.4%
|
Sequa Corp. term loan 3.8441% 12/3/14 (f)
|
|
$ 2,450,810
|
|
2,083,188
|
Automotive - 1.9%
|
Federal-Mogul Corp.:
|
|
|
|
|
Tranche B, term loan 2.217% 12/27/14 (f)
|
|
5,739,622
|
|
4,276,018
|
Tranche C, term loan 2.2161% 12/27/15 (f)
|
|
2,928,378
|
|
2,167,000
|
Ford Motor Co. term loan 3.495% 12/15/13 (f)
|
|
2,680,218
|
|
2,318,389
|
The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.04% 4/30/14 (f)
|
|
280,000
|
|
258,300
|
|
|
9,019,707
|
Broadcasting - 0.6%
|
Univision Communications, Inc. Tranche 1LN, term loan 2.535% 9/29/14 (f)
|
|
2,750,000
|
|
2,151,875
|
VNU, Inc. term loan 2.2756% 8/9/13 (f)
|
|
710,335
|
|
664,163
|
|
|
2,816,038
|
Cable TV - 0.8%
|
Charter Communications Operating LLC Tranche B 1LN, term loan 6.25% 3/6/14 (f)
|
|
3,652,660
|
|
3,369,578
|
CSC Holdings, Inc. Tranche B, term loan 2.0229% 3/31/13 (f)
|
|
380,844
|
|
368,466
|
|
|
3,738,044
|
Capital Goods - 0.2%
|
Dresser, Inc. Tranche 2LN, term loan 6.0225% 5/4/15 pay-in-kind (f)
|
|
1,040,000
|
|
863,200
|
Chemicals - 0.3%
|
Georgia Gulf Corp. term loan 9.4114% 10/3/13 (f)
|
|
895,487
|
|
859,667
|
MacDermid, Inc. Tranche B, term loan 2.285% 4/12/14 (f)
|
|
356,066
|
|
297,315
|
|
|
1,156,982
|
Floating Rate Loans (h) - continued
|
|
Principal Amount
|
|
Value
|
Electric Utilities - 1.9%
|
Ashmore Energy International:
|
|
|
|
|
Revolving Credit-Linked Deposit 3.2875% 3/30/12 (f)
|
|
$ 34,657
|
|
$ 31,191
|
term loan 3.5975% 3/30/14 (f)
|
|
1,112,327
|
|
1,001,094
|
Calpine Corp. Tranche D, term loan 3.475% 3/29/14 (f)
|
|
3,226,811
|
|
2,944,465
|
Texas Competitive Electric Holdings Co. LLC:
|
|
|
|
|
Tranche B1, term loan 3.7757% 10/10/14 (f)
|
|
847,068
|
|
641,654
|
Tranche B2, term loan 3.7757% 10/10/14 (f)
|
|
5,355,152
|
|
4,056,527
|
|
|
8,674,931
|
Energy - 0.1%
|
CCS, Inc. Tranche B, term loan 3.285% 11/14/14 (f)
|
|
560,235
|
|
408,972
|
Food and Drug Retail - 0.2%
|
Rite Aid Corp. Tranche ABL, term loan 2.0268% 6/4/14 (f)
|
|
1,312,500
|
|
1,135,313
|
Healthcare - 1.2%
|
Community Health Systems, Inc.:
|
|
|
|
|
Tranche B, term loan 2.612% 7/25/14 (f)
|
|
1,441,929
|
|
1,340,994
|
Tranche DD, term loan 2.535% 7/25/14 (f)
|
|
73,576
|
|
68,426
|
HCA, Inc. Tranche B, term loan 2.8475% 11/17/13 (f)
|
|
3,081,313
|
|
2,904,137
|
VWR Funding, Inc. term loan 2.785% 6/29/14 (f)
|
|
1,420,725
|
|
1,314,171
|
|
|
5,627,728
|
Homebuilding/Real Estate - 0.1%
|
Realogy Corp.:
|
|
|
|
|
Credit-Linked Deposit 3.3088% 10/10/13 (f)
|
|
29,697
|
|
22,718
|
Tranche B, term loan 3.2807% 10/10/13 (f)
|
|
110,303
|
|
84,382
|
Tranche DD, term loan 3.3982% 10/10/13 (f)
|
|
248,734
|
|
190,282
|
|
|
297,382
|
Paper - 0.2%
|
Georgia-Pacific Corp. Tranche B 1LN, term loan 2.6095% 12/20/12 (f)
|
|
285,531
|
|
276,109
|
NewPage Corp. term loan 4.0625% 12/21/14 (f)
|
|
660,000
|
|
603,900
|
|
|
880,009
|
Publishing/Printing - 0.7%
|
Cengage Learning, Inc. Tranche B, term loan 2.79% 7/5/14 (f)
|
|
2,772,105
|
|
2,397,871
|
Education Media and Publishing Group Ltd. Tranche 2LN, term loan 17.5% 12/12/14 (f)
|
|
4,378,929
|
|
963,364
|
|
|
3,361,235
|
Floating Rate Loans (h) - continued
|
|
Principal Amount
|
|
Value
|
Restaurants - 0.9%
|
OSI Restaurant Partners, Inc.:
|
|
|
|
|
Credit-Linked Deposit 2.8669% 6/14/13 (f)
|
|
$ 404,988
|
|
$ 321,965
|
term loan 2.625% 6/14/14 (f)
|
|
4,785,012
|
|
3,804,085
|
|
|
4,126,050
|
Services - 0.7%
|
RSC Equipment Rental Tranche 2LN, term loan 4.0157% 11/30/13 (f)
|
|
1,850,000
|
|
1,572,500
|
ServiceMaster Co.:
|
|
|
|
|
term loan 2.85% 7/24/14 (f)
|
|
1,682,938
|
|
1,447,327
|
Tranche DD, term loan 2.79% 7/24/14 (f)
|
|
167,596
|
|
144,132
|
|
|
3,163,959
|
Specialty Retailing - 0.7%
|
Michaels Stores, Inc. Tranche B1, term loan 2.5625% 10/31/13 (f)
|
|
3,648,911
|
|
3,211,042
|
Super Retail - 0.4%
|
Dollar General Corp. Tranche B1, term loan 3.1249% 7/6/14 (f)
|
|
935,000
|
|
902,275
|
Neiman Marcus Group, Inc. term loan 2.4933% 4/6/13 (f)
|
|
975,000
|
|
801,938
|
|
|
1,704,213
|
Technology - 2.3%
|
Avaya, Inc. term loan 3.1369% 10/26/14 (f)
|
|
8,215,000
|
|
5,914,800
|
First Data Corp. Tranche B1, term loan 3.0171% 9/24/14 (f)
|
|
574,580
|
|
478,338
|
Flextronics International Ltd. Tranche B-B, term loan 2.8469% 10/1/12 (f)
|
|
683,383
|
|
633,838
|
Freescale Semiconductor, Inc. term loan:
|
|
|
|
|
2.0306% 12/1/13 (f)
|
|
1,687,158
|
|
1,256,933
|
12.5% 12/15/14
|
|
1,515,187
|
|
1,416,699
|
SunGard Data Systems, Inc. term loan 2.0256% 2/28/14 (f)
|
|
1,249,382
|
|
1,168,172
|
|
|
10,868,780
|
Telecommunications - 1.1%
|
Digicel International Finance Ltd. term loan 3.125% 3/30/12 (f)
|
|
155,000
|
|
147,250
|
FairPoint Communications, Inc.:
|
|
|
|
|
Tranche A, term loan 3/31/14 (f)
|
|
105,000
|
|
79,538
|
Tranche B, term loan 5% 3/31/15 (f)
|
|
685,000
|
|
517,175
|
Floating Rate Loans (h) - continued
|
|
Principal Amount
|
|
Value
|
Telecommunications - continued
|
Intelsat Jackson Holdings Ltd. term loan 3.2756% 2/1/14 (f)
|
|
$ 2,755,000
|
|
$ 2,400,294
|
Level 3 Financing, Inc. term loan 2.6914% 3/13/14 (f)
|
|
2,520,000
|
|
2,160,900
|
|
|
5,305,157
|
TOTAL FLOATING RATE LOANS
(Cost $68,014,916)
|
68,441,930
|
Money Market Funds - 4.0%
|
|
Shares
|
|
|
Fidelity Cash Central Fund, 0.33% (g)
(Cost $18,547,496)
|
18,547,496
|
|
18,547,496
|
TOTAL INVESTMENT PORTFOLIO - 100.3%
(Cost $459,027,845)
|
|
466,769,577
|
NET OTHER ASSETS - (0.3)%
|
|
(1,214,785
)
|
NET ASSETS - 100%
|
$ 465,554,792
|
Legend
|
(a) Non-income producing
|
(b) Non-income producing - Issuer is in default.
|
(c) Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.
|
(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.
|
(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration,
normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $89,496,932 or 19.2% of net assets.
|
(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.
|
(g) Affiliated fund that is 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.
|
(h) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower.
Such prepayments cannot be predicted with certainty.
|
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
|
$ 256,566
|
Other Information
|
The following is a summary of the inputs used, as of August 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology
used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their
aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.
|
Valuation Inputs at Reporting Date:
|
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Investments in Securities:
|
|
|
|
|
Equities:
|
|
|
|
|
Financials
|
$ 1,121,900
|
$ 1,121,900
|
$ -
|
$ -
|
Industrials
|
65
|
65
|
-
|
-
|
Information Technology
|
73,000
|
-
|
73,000
|
-
|
Materials
|
1,594,282
|
-
|
1,594,282
|
-
|
Corporate Bonds
|
376,922,654
|
-
|
376,847,050
|
75,604
|
Commercial Mortgage Securities
|
68,250
|
-
|
-
|
68,250
|
Floating Rate Loans
|
68,441,930
|
-
|
68,441,930
|
-
|
Money Market Funds
|
18,547,496
|
18,547,496
|
-
|
-
|
Total Investments in Securities:
|
$ 466,769,577
|
$ 19,669,461
|
$ 446,956,262
|
$ 143,854
|
The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:
|
|
Investments in Securities
|
Beginning Balance
|
$ 367,524
|
Total Realized Gain (Loss)
|
-
|
Total Unrealized Gain (Loss)
|
(21,297)
|
Cost of Purchases
|
-
|
Proceeds of Sales
|
(240,000)
|
Amortization/Accretion
|
(66,702)
|
Transfers in/out of Level 3
|
104,329
|
Ending Balance
|
$ 143,854
|
The change in unrealized gain (loss) attributable to Level 3 securities at August 31, 2009
|
$ (19,496)
|
The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either
the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for
transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized
gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Statements
Statement of Assets and Liabilities
|
August 31, 2009
|
|
|
|
Assets
|
|
|
Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $440,480,349)
|
$ 448,222,081
|
|
Fidelity Central Funds (cost $18,547,496)
|
18,547,496
|
|
Total Investments (cost $459,027,845)
|
|
$ 466,769,577
|
Cash
|
|
582,062
|
Receivable for investments sold
|
|
2,373,015
|
Interest receivable
|
|
8,780,353
|
Distributions receivable from Fidelity Central Funds
|
|
5,517
|
Other receivables
|
|
2,210
|
Total assets
|
|
478,512,734
|
|
|
|
Liabilities
|
|
|
Payable for investments purchased
|
$ 12,948,809
|
|
Distributions payable
|
81
|
|
Other payables and accrued expenses
|
9,052
|
|
Total liabilities
|
|
12,957,942
|
|
|
|
Net Assets
|
|
$ 465,554,792
|
Net Assets consist of:
|
|
|
Paid in capital
|
|
$ 457,819,360
|
Net unrealized appreciation (depreciation) on investments
|
|
7,735,432
|
Net Assets
, for 4,929,346 shares outstanding
|
|
$ 465,554,792
|
Net Asset Value
, offering price and redemption price per share ($465,554,792 ÷ 4,929,346
shares)
|
|
$ 94.45
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Statements - continued
Statement of Operations
|
Year ended August 31, 2009
|
|
|
|
Investment Income
|
|
|
Dividends
|
|
$ 23,562
|
Interest
|
|
43,108,092
|
Income from Fidelity Central Funds
|
|
256,566
|
Total income
|
|
43,388,220
|
|
|
|
Expenses
|
|
|
Custodian fees and expenses
|
$ 12,186
|
|
Independent directors' compensation
|
2,862
|
|
Interest
|
746
|
|
Miscellaneous
|
16
|
|
Total expenses before reductions
|
15,810
|
|
Expense reductions
|
(4,911
)
|
10,899
|
Net investment income
|
|
43,377,321
|
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
|
|
|
Investment securities:
|
|
|
Unaffiliated issuers
|
|
(45,632,325)
|
Change in net unrealized appreciation (depreciation) on:
Investment securities
|
|
29,193,124
|
Net gain (loss)
|
|
(16,439,201
)
|
Net
increase (decrease) in net assets resulting from operations
|
|
$ 26,938,120
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Statement of Changes in Net Assets
|
Year ended
August 31,
2009
|
For the period March 31, 2008
(commencement of operations)
to August 31,
2008
|
Increase (Decrease) in Net Assets
|
|
|
Operations
|
|
|
Net investment income
|
$ 43,377,321
|
$ 16,058,721
|
Net realized gain (loss)
|
(45,632,325)
|
(3,257,522)
|
Change in net unrealized appreciation (depreciation)
|
29,193,124
|
(4,177,145
)
|
Net
increase (decrease) in net assets resulting
from operations
|
26,938,120
|
8,624,054
|
Distributions to partners from net investment income
|
(37,208,364
)
|
(14,849,632
)
|
Affiliated share transactions
Proceeds from sales of shares
|
117,819,819
|
11,209,702
|
Contributions in-kind
|
-
|
426,190,204
|
Reinvestment of distributions
|
37,207,830
|
14,849,629
|
Cost of shares redeemed
|
(115,039,611
)
|
(10,186,959
)
|
Net increase (decrease) in net assets resulting from share transactions
|
39,988,038
|
442,062,576
|
Total increase (decrease) in net assets
|
29,717,794
|
435,836,998
|
|
|
|
Net Assets
|
|
|
Beginning of period
|
435,836,998
|
-
|
End of period
|
$ 465,554,792
|
$ 435,836,998
|
Other Information
Shares
|
|
|
Sold
|
1,488,758
|
110,901
|
Issued for in-kind contributions
|
-
|
4,261,902
|
Issued in reinvestment of distributions
|
457,882
|
147,351
|
Redeemed
|
(1,436,447
)
|
(101,001
)
|
Net increase (decrease)
|
510,193
|
4,419,153
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Highlights
Years ended August 31,
|
2009
|
2008
H
|
Selected Per-Share Data
|
|
|
Net asset value, beginning of period
|
$ 98.62
|
$ 100.00
|
Income from Investment Operations
|
|
|
Net investment income
D
|
8.623
|
3.708
|
Net realized and unrealized gain (loss)
|
(5.390
)
|
(1.658
)
|
Total from investment operations
|
3.233
|
2.050
|
Distributions to partners from net investment income
|
(7.403
)
|
(3.430
)
|
Net asset value, end of period
|
$ 94.45
|
$ 98.62
|
Total Return
B, C
|
4.83%
|
2.09%
|
Ratios to Average Net Assets
E, I
|
|
|
Expenses before reductions
|
-%
G
|
-%
A, G
|
Expenses net of fee waivers, if any
|
-%
G
|
-%
A, G
|
Expenses net of all reductions
|
-%
G
|
-%
A, G
|
Net investment income
|
10.53%
|
8.73%
A
|
Supplemental Data
|
|
|
Net assets, end of period (000 omitted)
|
$ 465,555
|
$ 435,837
|
Portfolio turnover rate
F
|
57%
|
35%
A, J
|
A
Annualized
B
Total returns for periods of less than one year are not annualized.
C
Total returns would have been lower had certain expenses not been reduced during the periods shown.
D
Calculated based on average shares outstanding during the period.
E
Fees and expenses of the 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
Amount represents less than .01%.
H
For the period March 31, 2008 (commencement of operations) to August 31, 2008.
I
Expense ratios reflect operating expenses of the
Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods
when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment
adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.
J
Portfolio turnover rate excludes securities received or delivered in-kind.
See accompanying notes which are an integral part of the financial statements.
Annual Report
Notes to Financial Statements
For the period ended August 31, 2009
1.
Organization.
Fidelity High Income Central Fund 2 (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an
unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each Fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company
(FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each Fund, in accordance with the Partnership Agreement.
2. Investments in Fidelity Central Funds.
The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and
accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if
any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund
indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.
The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management,
Inc. (FIMM), an affiliate of FMR.
A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition,
the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting
Firm, are available on the SEC's web site or upon request.
3. Significant Accounting Policies.
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which
require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those
estimates. Events or transactions occurring after period end through the date that the financial statements were issued, October 26, 2009, have
been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:
Annual Report
Notes to Financial Statements - continued
3. Significant Accounting Policies - continued
Security Valuation.
Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent
pricing services approved by the Board of Directors to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a
disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are
classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2
includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of August 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the
Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of
Investments are as follows.
Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by
independent pricing services. For corporate bonds and floating rate loans pricing services generally utilize matrix pricing which considers yield or
price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. For commercial mortgage securities, pricing
services generally utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of
comparable quality, coupon, maturity and types as well as dealer supplied prices. Equity securities, including restricted securities, for which
market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing
service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not
available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are
valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations
are not readily available are valued at amortized cost, which approximates value. The Fund invests a significant portion of its assets in below
investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to
changes in economic, market and regulatory conditions. Actual prices received at disposition may differ.
Annual Report
3. Significant Accounting Policies - continued
Security Valuation - continued
When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with
procedures adopted by the Board of Directors. Factors used in determining value may include significant market or security specific events,
changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs,
futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a
significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for
the same securities.
Investment Transactions and Income.
For financial reporting purposes, the Fund's investment holdings and NAV include trades executed
through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of
business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior
business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend
date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is
informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities
received. Interest income and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and
amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery
of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current
accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied
procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is
reasonably assured.
Expenses.
Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among
each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are
known.
Income Tax Information and Distributions to Partners.
No provision has been made for federal income taxes because all income and expenses
and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income
tax returns.
Annual Report
Notes to Financial Statements - continued
3. Significant Accounting Policies - continued
Income Tax Information and Distributions to Partners - continued
Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount
and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the
Fund's partnership structure, paid in capital includes net realized gain/loss on investments.
The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a
minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no
unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue
Service (IRS) for a period of three years.
The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:
Unrealized appreciation
|
$ 40,870,331
|
Unrealized depreciation
|
(27,872,527
)
|
Net unrealized appreciation (depreciation)
|
$ 12,997,804
|
|
|
Cost for federal income tax purposes
|
$ 453,771,773
|
4. Operating Policies.
Restricted Securities.
The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally
may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is
included at the end of the Fund's Schedule of Investments.
Loans and Other Direct Debt Instruments.
The Fund may invest in loans and loan participations, trade claims or other receivables. These
investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to
the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be
contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.
Annual Report
5. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities, aggregated $276,383,083 and $219,052,976, respectively.
6. Fees and Other Transactions with Affiliates.
Management Fee and Expense Contract.
Fidelity Management & Research Company, Inc. (FMRC), an affiliate of FMR, provides the Fund
with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with
FMRC, FMR pays FMRC a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also
pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as
interest expense.
Interfund Lending Program.
Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund, along
with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This
program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. The Fund's
activity in this program during the period for which loans were outstanding was as follows:
Borrower or Lender
|
Average Daily
Loan Balance
|
Weighted Average
Interest Rate
|
Interest
Expense
|
Borrower
|
$ 6,837,889
|
.44%
|
$ 746
|
Exchange-In-Kind.
On March 31, 2008, the Investing Funds completed a non-taxable exchange with the Fund. The Investing Funds delivered
securities with a value, including accrued interest, of $ 426,190,204 (which included $17,280,547 of unrealized depreciation) for 4,261,902 shares
(each then valued at $100.00 per share) of the Fund, as presented in the accompanying Statement of Changes in Net Assets. This is considered a
non-taxable exchange for federal income tax purposes, with no gain or loss recognized by the Fund or its partners.
7. Expense Reductions.
FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by
$2,862.
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 $2,049.
Annual Report
Notes to Financial Statements - continued
8. Other.
The Fund's organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in
connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that
may be made against the Fund. The risk of material loss from such claims is considered remote.
At the end of the period, mutual funds managed by FMR or its affiliates were the owners of record of all outstanding shares of the Fund.
Annual Report
Report of Independent Registered Public Accounting Firm
To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity High Income Central Fund 2:
We have audited the accompanying statement of assets and liabilities of Fidelity High Income Central Fund 2 (the Fund), a fund of Fidelity Central
Investment Portfolios LLC, including the schedule of investments, as of August 31, 2009, and the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial highlights for the year ended August 31, 2009 and for the period from March 31,
2008 (commencement of operations) to August 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. Our procedures included confirmation of securities owned as of August 31, 2009, by correspondence with the custodians and
brokers and agent banks; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of
Fidelity High Income Central Fund 2 as of August 31, 2009, the results of its operations for the year then ended, and the changes in its net assets and
the financial highlights for the year ended August 31, 2009 and for the period from March 31, 2008 (commencement of operations) to August 31,
2008, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 26, 2009
Annual Report
Trustees and Officers
The Trustees, Member of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are
listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced
executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that
provide services to the fund, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 220 funds advised by
FMR or an affiliate. Mr. Curvey oversees 407 funds advised by FMR or an affiliate.
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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd
birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive
officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be
removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual
has held the office shown or other offices in the same company for the past five years.
The fund's Part B of the Registration Statement includes more information about the Trustees. To request a free copy, call Fidelity at
1-800-544-8544.
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation
|
Edward C. Johnson 3d (79)
|
|
Year of Election or Appointment: 2004
Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive
Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity
Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and
Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited.
Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
|
James C. Curvey (74)
|
|
Year of Election or Appointment: 2007
Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a
Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.
|
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the Fidelity Central Investment Portfolios LLC or various entities under common control with FMR.
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, Age; Principal Occupation
|
Dennis J. Dirks (61)
|
|
Year of Election or Appointment: 2005
Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The
Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board
member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing
Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government
Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing
Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee
and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a
member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
|
Alan J. Lacy (55)
|
|
Year of Election or Appointment: 2008
Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served
as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears,
Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union
Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals,
2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The
National Parks Conservation Association.
|
Ned C. Lautenbach (65)
|
|
Year of Election or Appointment: 2004
Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr.
Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach
was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach
serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples,
Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well as a
member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation
(2006-2007).
|
Joseph Mauriello (64)
|
|
Year of Election or Appointment: 2008
Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including
Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of
KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors
of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services
and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New
York (2006-2007).
|
Cornelia M. Small (65)
|
|
Year of Election or Appointment: 2005
Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of
the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In
addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present).
Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms.
Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors
of Scudder, Stevens & Clark and Scudder Kemper Investments.
|
William S. Stavropoulos (70)
|
|
Year of Election or Appointment: 2004
Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons
(2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where
he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004),
Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently,
Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present),
Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational
manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity
investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity
investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College
of Science.
|
David M. Thomas (60)
|
|
Year of Election or Appointment: 2008
Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer
(2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves
as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of
Companies, Inc. (marketing communication, 2004-present).
|
Michael E. Wiley (58)
|
|
Year of Election or Appointment: 2008
Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and
production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006;
2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer,
2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr.
Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a
Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings
(private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director
of Spinnaker Exploration Company (exploration and production, 2001-2005).
|
Advisory Board Member and Executive Officers
:
Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation
|
Peter S. Lynch (65)
|
|
Year of Election or Appointment: 2003
Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of
FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the
Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors
(1997-2006).
|
Kenneth B. Robins (40)
|
|
Year of Election or Appointment: 2008
President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other
Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity
Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice
(2002-2004).
|
Brian B. Hogan (44)
|
|
Year of Election or Appointment: 2009
Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice
President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr.
Hogan served as a portfolio manager.
|
Thomas C. Hense (45)
|
|
Year of Election or Appointment: 2008
Vice President of Fidelity's High Income and Small Cap Funds. Previously, Mr. Hense served as a portfolio manager for
Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
|
Scott C. Goebel (41)
|
|
Year of Election or Appointment: 2008
Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and
Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC;
Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of
Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc.
(2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis
Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice
President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
|
William C. Coffey (40)
|
|
Year of Election or Appointment: 2009
Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate
General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
|
Holly C. Laurent (55)
|
|
Year of Election or Appointment: 2008
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously,
Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and
Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
|
Christine Reynolds (50)
|
|
Year of Election or Appointment: 2008
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously,
Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
|
Kenneth A. Rathgeber (62)
|
|
Year of Election or Appointment: 2004
Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of
Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc.
(2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc.
(2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc.
(2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
|
Jeffrey S. Christian (47)
|
|
Year of Election or Appointment: 2009
Deputy Treasurer of the Fidelity funds. Mr. Christian also serves as Chief Financial Officer of other Fidelity funds
(2008-present) and is an employee of Fidelity Investments. Previously, Mr. Christian served as Senior Vice President of
Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis
(2003-2004).
|
Bryan A. Mehrmann (48)
|
|
Year of Election or Appointment: 2005
Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann
served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional
Operations Company, Inc. (FIIOC) Client Services (1998-2004).
|
Adrien E. Deberghes (42)
|
|
Year of Election or Appointment: 2008
Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes is an employee of Fidelity Investments
(2008-present). Previously, Mr. Deberghes served as 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).
|
John R. Hebble (51)
|
|
Year of Election or Appointment: 2009
Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of
other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
|
Paul M. Murphy (62)
|
|
Year of Election or Appointment: 2007
Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy
served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of
FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
|
Gary W. Ryan (51)
|
|
Year of Election or Appointment: 2005
Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as
Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
|
Annual Report
Board Approval of Investment Advisory Contracts and Management Fees
High Income Central Fund 2
Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract
and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent
Directors' counsel, requests and considers a broad range of information throughout the year.
The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers
at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services
and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent
Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as
needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.
At its July 2009 meeting, the Board of Directors, including the Independent Directors, unanimously determined to renew the fund's Advisory
Contracts. In reaching its determination, the Board considered all factors it believed relevant and ultimately reached a determination, with the
assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory
Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under
applicable law.
Nature, Extent, and Quality of Services Provided.
The Board considered staffing within the investment adviser, FMR Co., Inc., and the
sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment
groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate
incentives.
Resources Dedicated to Investment Management and Support Services
. The Board reviewed the size, education, and experience of the Investment
Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers
and other research, advisory, and management personnel. In response to last year's financial crisis, FMR took a number of actions intended to cut
costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a
variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to
specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to
aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication
system that provides immediate real-time access to research concerning issuers and credit enhancers.
Annual Report
Board Approval of Investment Advisory Contracts and
Management Fees - continued
Administrative Services
. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the
Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and
bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally
custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the
use of "soft" commission dollars to pay for research services.
Investment Performance
. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance
with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the
fund is designed to offer a liquid investment option for other investment companies and accounts managed by Fidelity Management & Research
Company (FMR) or its affiliates and ultimately to enhance the performance of those investment companies and accounts.
Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.
Competitiveness of Management Fee and Total Fund Expenses.
The Board considered that FMR pays the fund's management fee on behalf
of the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily
custody expenses). Based on its review, the Board concluded that the fund's net management fee and total expenses were reasonable in light of the
services that the fund and its shareholders receive and the other factors considered.
Costs of the Services and Profitability.
The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the
profitability of each fund that invests in this fund.
Annual Report
PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been
engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and
assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After
considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation
methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.
The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where
Fidelity's affiliates may benefit from or be related to the fund's business.
The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund
were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except
expenses related to the fund's investment activities.
Economies of Scale.
The Board concluded that the realization of economies of scale was not relevant to the renewal of the Advisory Contracts
because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.
Additional Information Requested by the Board.
In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken
by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that
have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance
benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of
equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences
between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should
have a performance adjustment component as part of their management fees; and (ix) explanations for the relative total expenses borne by certain
funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.
Annual Report
Board Approval of Investment Advisory Contracts and
Management Fees - continued
Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the
advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.
Annual Report
Fidelity
®
Specialized High Income
Central Fund
Annual Report
August 31, 2009
To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or
visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting
guidelines.
Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.
Other third party marks appearing herein are the property of their respective owners.
All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.
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.
SHI-ANN-1009
1.820817.104
Performance: The Bottom Line
Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's 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 August 31, 2009
|
Past 1
year
|
Life of
Fund
A
|
Fidelity® Specialized High Income Central Fund
|
4.96%
|
4.49%
|
A
From September 20, 2005.
$10,000 Over Life of Fund
Let's say hypothetically that $10,000 was invested in Fidelity® Specialized High Income Central Fund on September 20, 2005, when the fund started.
The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch® U.S. High Yield Master II - BB Rated
Constrained Index performed over the same period.
Annual Report
Management's Discussion of Fund Performance
Market Recap:
During the 12 months ending August 31, 2009, high-yield bonds experienced the best of times and the worst of times. The first three
months of the period were the worst on record, as the U.S. economy reeled and investment bank Lehman Brothers collapsed, causing investors to
retreat sharply from investments farther out on the risk spectrum. The U.S. Treasury and the Federal Reserve Board worked feverishly to restore
liquidity to the debt markets. Nevertheless, high yield stumbled to its worst year ever in 2008. The pendulum started to swing the other way in the first
part of 2009, in large part due to evidence that the programs instituted by Washington, D.C., were having their desired effect. Starting from very low
prices, high-yield bonds enjoyed their best quarter ever in the second quarter of 2009, which included April, the market's strongest month on record.
Other factors that helped propel returns included renewed investor confidence in the markets, which sparked interest in high-yield bonds and other
investments that carry risk; signs that the market was working more normally again, including the ability of some high-yield firms to successfully
access capital through new issuance; and improved performance by the equity markets. When all was said and done, the Merrill Lynch® U.S. High
Yield Master II Constrained Index returned 6.40% for the period.
Comments from Matthew Conti, Portfolio Manager of Fidelity
®
Specialized High Income Central Fund:
The fund returned 4.96%
during the year, trailing its benchmark, the Merrill Lynch U.S. High Yield Master II - BB Rated Constrained Index, which returned 8.11%. Among the
factors that dampened the fund's relative performance was its lack of exposure to the top-performing insurance industry. Unfavorable security selection in services and technology also hurt, as did underweighting diversified financial services. On the plus side, underweighting building materials
helped, as did positive security selection in the paper industry. The fund's modest cash position further bolstered relative results, specifically during
the market turbulence early in the period. At the security level, detractors included not owning insurance giant AIG (American International Group)
and Royal Bank of Scotland, index constituents that significantly outperformed. Untimely ownership of VIP Finance Ireland - not held at period end
- also hurt, as did investments in car rental company Avis - since sold - and tech firm Xerox, which was not part of the benchmark. Contributions
came from not owning several benchmark components that struggled, including financial firms TuranAlem Finance and Washington Mutual, as well as
real-estate-related companies Rouse and iStar Financial.
The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not
necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment
advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent
on behalf of any Fidelity fund.
Annual Report
Shareholder Expense Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example
is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2009 to August 31,
2009).
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this
line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for
example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled
"Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's
actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account
values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information
to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the
second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
|
Annualized
Expense Ratio
|
Beginning
Account Value
March 1, 2009
|
Ending
Account Value
August 31, 2009
|
Expenses Paid
During Period
*
March 1, 2009 to
August 31, 2009
|
Actual
|
.0025%
|
$ 1,000.00
|
$ 1,195.00
|
$ .01
|
Hypothetical (5% return per year
before expenses)
|
|
$ 1,000.00
|
$ 1,025.19
|
$ .01
|
*
Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/365 (to reflect the one-half year period).
Annual Report
Investment Changes (Unaudited)
Top Five Holdings as of August 31, 2009
|
(by issuer, excluding cash equivalents)
|
% of fund's
net assets
|
% of fund's net assets
6 months ago
|
HCA, Inc.
|
4.1
|
3.2
|
Chesapeake Energy Corp.
|
3.9
|
3.3
|
EchoStar Communications Corp.
|
3.4
|
3.0
|
American Real Estate Partners/American Real Estate Finance Corp.
|
3.1
|
2.5
|
Host Marriott Lp
|
2.6
|
2.2
|
|
17.1
|
|
Top Five Market Sectors as of August 31, 2009
|
|
% of fund's
net assets
|
% of fund's net assets
6 months ago
|
Telecommunications
|
12.4
|
9.5
|
Energy
|
10.7
|
11.9
|
Electric Utilities
|
7.8
|
7.8
|
Healthcare
|
7.0
|
7.4
|
Cable TV
|
6.6
|
9.7
|
Quality Diversification (% of fund's net assets)
|
As of August 31, 2009
|
As of February 28, 2009
|
|
AAA,AA,A 0.0%
|
|
|
AAA,AA,A 0.1%
|
|
|
BBB 3.3%
|
|
|
BBB 5.4%
|
|
|
BB 68.2%
|
|
|
BB 72.3%
|
|
|
B 21.7%
|
|
|
B 18.3%
|
|
|
CCC,CC,C 1.0%
|
|
|
CCC,CC,C 1.0%
|
|
|
D 0.0%
|
|
|
D 0.0%
|
|
|
Not Rated 0.9%
|
|
|
Not Rated 0.0%
|
|
|
Short-Term
Investments and
Net Other Assets 4.9%
|
|
|
Short-Term
Investments and
Net Other Assets 2.9%
|
|
We have used ratings from Moody's
®
Investors Services, Inc. Where Moody's ratings are not available, we have used S&P
®
ratings. All ratings are as of the report date
and do not reflect subsequent downgrades.
|
Asset Allocation (% of fund's net assets)
|
As of August 31, 2009
*
|
As of February 28, 2009
**
|
|
Nonconvertible
Bonds 91.0%
|
|
|
Nonconvertible
Bonds 91.5%
|
|
|
Convertible Bonds, Preferred Stocks 0.8%
|
|
|
Convertible Bonds, Preferred Stocks 0.7%
|
|
|
Floating Rate Loans 3.3%
|
|
|
Floating Rate Loans 4.9%
|
|
|
Short-Term
Investments and
Net Other Assets 4.9%
|
|
|
Short-Term
Investments and
Net Other Assets 2.9%
|
|
*
Foreign investments
|
13.4%
|
|
**
Foreign investments
|
14.3%
|
|
Annual Report
Investments August 31, 2009
Showing Percentage of Net Assets
Corporate Bonds - 91.8%
|
|
Principal Amount
|
|
Value
|
Convertible Bonds - 0.8%
|
Energy - 0.5%
|
Chesapeake Energy Corp. 2.5% 5/15/37
|
|
$ 2,466,000
|
|
$ 1,932,851
|
Homebuilding/Real Estate - 0.3%
|
Ventas, Inc. 3.875% 11/15/11 (a)
|
|
1,210,000
|
|
1,263,760
|
TOTAL CONVERTIBLE BONDS
|
|
3,196,611
|
Nonconvertible Bonds - 91.0%
|
Aerospace - 1.2%
|
BE Aerospace, Inc. 8.5% 7/1/18
|
|
840,000
|
|
827,400
|
Bombardier, Inc.:
|
|
|
|
|
6.75% 5/1/12 (a)
|
|
1,180,000
|
|
1,153,450
|
7.45% 5/1/34 (a)
|
|
775,000
|
|
612,250
|
8% 11/15/14 (a)
|
|
2,550,000
|
|
2,489,438
|
|
|
5,082,538
|
Air Transportation - 2.9%
|
American Airlines, Inc. pass-thru trust certificates:
|
|
|
|
|
6.817% 5/23/11
|
|
2,275,000
|
|
1,979,250
|
6.977% 11/23/22
|
|
733,851
|
|
469,664
|
7.024% 4/15/11
|
|
655,000
|
|
651,725
|
7.324% 4/15/11
|
|
365,000
|
|
365,000
|
8.608% 10/1/12
|
|
1,120,000
|
|
940,800
|
10.375% 7/2/19
|
|
845,000
|
|
878,800
|
Continental Airlines, Inc. pass-thru trust certificates:
|
|
|
|
|
6.903% 4/19/22
|
|
795,000
|
|
556,500
|
7.566% 9/15/21
|
|
257,283
|
|
218,691
|
7.73% 9/15/12
|
|
45,200
|
|
39,324
|
7.875% 7/2/18
|
|
1,636,452
|
|
1,080,058
|
8.388% 5/1/22
|
|
84,851
|
|
62,790
|
9.558% 9/1/19
|
|
229,913
|
|
142,546
|
9.798% 4/1/21
|
|
1,573,564
|
|
975,609
|
Delta Air Lines, Inc. pass-thru trust certificates:
|
|
|
|
|
7.57% 11/18/10
|
|
250,000
|
|
243,750
|
8.021% 8/10/22
|
|
2,301,903
|
|
1,611,332
|
8.954% 8/10/14
|
|
459,004
|
|
330,483
|
Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17
|
|
973,711
|
|
662,124
|
United Air Lines, Inc. pass-thru trust certificates Class B, 7.336% 7/2/19
|
|
1,338,191
|
|
802,915
|
|
|
12,011,361
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Auto Parts Distribution - 0.4%
|
RSC Equipment Rental, Inc. 10% 7/15/17 (a)
|
|
$ 1,580,000
|
|
$ 1,674,800
|
Automotive - 0.2%
|
The Goodyear Tire & Rubber Co. 9% 7/1/15
|
|
675,000
|
|
683,438
|
Banks and Thrifts - 0.4%
|
CIT Group, Inc.:
|
|
|
|
|
5.2% 11/3/10
|
|
370,000
|
|
222,536
|
5.4% 3/7/13
|
|
1,100,000
|
|
622,049
|
5.6% 4/27/11
|
|
330,000
|
|
196,916
|
7.625% 11/30/12
|
|
1,340,000
|
|
759,200
|
|
|
1,800,701
|
Building Materials - 0.3%
|
Owens Corning:
|
|
|
|
|
6.5% 12/1/16
|
|
1,073,000
|
|
1,017,231
|
9% 6/15/19
|
|
330,000
|
|
339,900
|
|
|
1,357,131
|
Cable TV - 6.6%
|
CSC Holdings, Inc.:
|
|
|
|
|
6.75% 4/15/12
|
|
1,825,000
|
|
1,834,125
|
8.5% 4/15/14 (a)
|
|
1,025,000
|
|
1,042,938
|
8.5% 6/15/15 (a)
|
|
1,295,000
|
|
1,307,950
|
8.625% 2/15/19 (a)
|
|
3,040,000
|
|
3,085,600
|
EchoStar Communications Corp.:
|
|
|
|
|
6.375% 10/1/11
|
|
3,895,000
|
|
3,899,869
|
6.625% 10/1/14
|
|
1,455,000
|
|
1,378,613
|
7% 10/1/13
|
|
6,645,000
|
|
6,512,100
|
7.125% 2/1/16
|
|
1,560,000
|
|
1,497,600
|
7.75% 5/31/15
|
|
705,000
|
|
694,425
|
Videotron Ltd.:
|
|
|
|
|
9.125% 4/15/18 (a)
|
|
800,000
|
|
842,000
|
9.125% 4/15/18
|
|
4,770,000
|
|
5,008,500
|
|
|
27,103,720
|
Capital Goods - 2.7%
|
Case Corp. 7.25% 1/15/16
|
|
3,600,000
|
|
3,429,000
|
Case New Holland, Inc. 7.75% 9/1/13 (a)
|
|
1,885,000
|
|
1,856,725
|
Leucadia National Corp.:
|
|
|
|
|
7% 8/15/13
|
|
2,160,000
|
|
2,052,000
|
7.125% 3/15/17
|
|
2,955,000
|
|
2,689,050
|
Terex Corp. 8% 11/15/17
|
|
1,325,000
|
|
1,126,250
|
|
|
11,153,025
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Chemicals - 2.6%
|
Dow Chemical Co. 8.55% 5/15/19
|
|
$ 3,200,000
|
|
$ 3,485,616
|
Nalco Co. 8.25% 5/15/17 (a)
|
|
1,225,000
|
|
1,270,938
|
NOVA Chemicals Corp.:
|
|
|
|
|
4.5375% 11/15/13 (b)
|
|
2,720,000
|
|
2,393,600
|
6.5% 1/15/12
|
|
3,545,000
|
|
3,403,200
|
|
|
10,553,354
|
Containers - 1.4%
|
Ball Corp. 7.125% 9/1/16
|
|
915,000
|
|
919,575
|
Greif, Inc. 6.75% 2/1/17
|
|
5,275,000
|
|
4,932,125
|
|
|
5,851,700
|
Diversified Financial Services - 0.5%
|
Reliance Intermediate Holdings LP 9.5% 12/15/19 (a)
|
|
1,255,000
|
|
1,248,725
|
Sprint Capital Corp. 8.75% 3/15/32
|
|
760,000
|
|
630,800
|
|
|
1,879,525
|
Diversified Media - 1.9%
|
Interpublic Group of Companies, Inc. 6.25% 11/15/14
|
|
3,110,000
|
|
2,868,975
|
Lamar Media Corp. 9.75% 4/1/14 (a)
|
|
1,265,000
|
|
1,340,900
|
Liberty Media Corp.:
|
|
|
|
|
5.7% 5/15/13
|
|
2,260,000
|
|
2,147,000
|
8.25% 2/1/30
|
|
1,710,000
|
|
1,299,600
|
8.5% 7/15/29
|
|
130,000
|
|
98,800
|
|
|
7,755,275
|
Electric Utilities - 6.7%
|
AES Corp.:
|
|
|
|
|
7.75% 3/1/14
|
|
3,370,000
|
|
3,268,900
|
7.75% 10/15/15
|
|
455,000
|
|
442,488
|
8% 10/15/17
|
|
1,335,000
|
|
1,288,275
|
9.75% 4/15/16 (a)
|
|
700,000
|
|
728,000
|
Aquila, Inc. 11.875% 7/1/12 (b)
|
|
95,000
|
|
107,825
|
Calpine Construction Finance Co. LP 8% 6/1/16 (a)
|
|
1,330,000
|
|
1,316,700
|
Edison Mission Energy:
|
|
|
|
|
7% 5/15/17
|
|
2,260,000
|
|
1,726,075
|
7.2% 5/15/19
|
|
3,535,000
|
|
2,545,200
|
7.625% 5/15/27
|
|
1,945,000
|
|
1,254,525
|
Intergen NV 9% 6/30/17 (a)
|
|
4,410,000
|
|
4,332,825
|
IPALCO Enterprises, Inc. 7.25% 4/1/16 (a)
|
|
2,175,000
|
|
2,109,750
|
NiSource Finance Corp. 10.75% 3/15/16
|
|
792,000
|
|
927,575
|
NRG Energy, Inc. 8.5% 6/15/19
|
|
1,255,000
|
|
1,204,800
|
NSG Holdings II, LLC 7.75% 12/15/25 (a)
|
|
4,805,000
|
|
4,012,175
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Electric Utilities - continued
|
RRI Energy, Inc. 6.75% 12/15/14
|
|
$ 1,919,000
|
|
$ 1,919,000
|
Tenaska Alabama Partners LP 7% 6/30/21 (a)
|
|
233,551
|
|
204,941
|
|
|
27,389,054
|
Energy - 10.2%
|
Ashland, Inc. 9.125% 6/1/17 (a)
|
|
515,000
|
|
540,750
|
Chesapeake Energy Corp.:
|
|
|
|
|
6.5% 8/15/17
|
|
3,135,000
|
|
2,790,150
|
6.875% 1/15/16
|
|
2,230,000
|
|
2,040,450
|
7.25% 12/15/18
|
|
890,000
|
|
812,125
|
7.5% 9/15/13
|
|
495,000
|
|
482,625
|
7.5% 6/15/14
|
|
1,495,000
|
|
1,450,150
|
7.625% 7/15/13
|
|
2,560,000
|
|
2,515,200
|
9.5% 2/15/15
|
|
3,540,000
|
|
3,610,800
|
Compagnie Generale de Geophysique SA:
|
|
|
|
|
7.5% 5/15/15
|
|
730,000
|
|
686,200
|
7.75% 5/15/17
|
|
1,540,000
|
|
1,470,700
|
Denbury Resources, Inc. 9.75% 3/1/16
|
|
515,000
|
|
544,613
|
El Paso Corp.:
|
|
|
|
|
6.95% 6/1/28
|
|
1,275,000
|
|
1,020,000
|
8.25% 2/15/16
|
|
430,000
|
|
430,000
|
El Paso Performance-Linked Trust 7.75% 7/15/11 (a)
|
|
3,010,000
|
|
2,904,650
|
Forest Oil Corp. 8.5% 2/15/14 (a)
|
|
645,000
|
|
648,225
|
Frontier Oil Corp. 8.5% 9/15/16
|
|
1,900,000
|
|
1,928,500
|
Newfield Exploration Co. 7.125% 5/15/18
|
|
1,875,000
|
|
1,837,500
|
Pioneer Natural Resources Co. 6.65% 3/15/17
|
|
2,985,000
|
|
2,731,275
|
Plains Exploration & Production Co.:
|
|
|
|
|
7% 3/15/17
|
|
6,465,000
|
|
5,963,963
|
7.625% 6/1/18
|
|
1,575,000
|
|
1,500,188
|
10% 3/1/16
|
|
1,540,000
|
|
1,624,700
|
Range Resources Corp.:
|
|
|
|
|
7.375% 7/15/13
|
|
1,000,000
|
|
995,000
|
7.5% 5/15/16
|
|
895,000
|
|
877,100
|
8% 5/15/19
|
|
1,335,000
|
|
1,355,025
|
Southwestern Energy Co. 7.5% 2/1/18 (a)
|
|
1,005,000
|
|
1,005,000
|
|
|
41,764,889
|
Environmental - 0.1%
|
Clean Harbors, Inc. 7.625% 8/15/16 (a)
|
|
415,000
|
|
417,075
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Food and Drug Retail - 2.3%
|
Albertsons, Inc.:
|
|
|
|
|
7.75% 6/15/26
|
|
$ 190,000
|
|
$ 162,450
|
8% 5/1/31
|
|
1,245,000
|
|
1,080,038
|
Federated Retail Holdings, Inc. 5.9% 12/1/16
|
|
5,570,000
|
|
4,909,938
|
SUPERVALU, Inc.:
|
|
|
|
|
7.5% 5/15/12
|
|
165,000
|
|
166,650
|
8% 5/1/16
|
|
3,005,000
|
|
2,974,950
|
|
|
9,294,026
|
Food/Beverage/Tobacco - 1.5%
|
Constellation Brands, Inc.:
|
|
|
|
|
7.25% 9/1/16
|
|
1,785,000
|
|
1,726,988
|
7.25% 5/15/17
|
|
1,955,000
|
|
1,891,463
|
8.375% 12/15/14
|
|
1,250,000
|
|
1,268,750
|
Smithfield Foods, Inc. 10% 7/15/14 (a)
|
|
1,160,000
|
|
1,165,800
|
|
|
6,053,001
|
Gaming - 3.0%
|
Ameristar Casinos, Inc. 9.25% 6/1/14 (a)
|
|
1,480,000
|
|
1,509,600
|
Chukchansi Economic Development Authority:
|
|
|
|
|
4.9125% 11/15/12 (a)(b)
|
|
150,000
|
|
110,250
|
8% 11/15/13 (a)
|
|
720,000
|
|
576,000
|
Mashantucket Western Pequot Tribe 8.5% 11/15/15 (a)
|
|
1,745,000
|
|
366,450
|
Mohegan Tribal Gaming Authority 7.125% 8/15/14
|
|
847,000
|
|
592,900
|
Pinnacle Entertainment, Inc. 8.625% 8/1/17 (a)
|
|
980,000
|
|
970,200
|
Scientific Games Corp.:
|
|
|
|
|
7.875% 6/15/16 (a)
|
|
1,135,000
|
|
1,081,088
|
9.25% 6/15/19 (a)
|
|
870,000
|
|
878,700
|
Seminole Hard Rock Entertainment, Inc. 3.1294% 3/15/14 (a)(b)
|
|
1,220,000
|
|
927,200
|
Seneca Gaming Corp.:
|
|
|
|
|
Series B, 7.25% 5/1/12
|
|
1,130,000
|
|
1,062,200
|
7.25% 5/1/12
|
|
1,695,000
|
|
1,593,300
|
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:
|
|
|
|
|
6.625% 12/1/14
|
|
595,000
|
|
550,375
|
6.625% 12/1/14
|
|
2,155,000
|
|
1,982,600
|
|
|
12,200,863
|
Healthcare - 6.7%
|
HCA, Inc.:
|
|
|
|
|
7.875% 2/15/20 (a)
|
|
720,000
|
|
706,500
|
8.5% 4/15/19 (a)
|
|
2,510,000
|
|
2,525,688
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Healthcare - continued
|
HCA, Inc.: - continued
|
|
|
|
|
9.125% 11/15/14
|
|
$ 1,500,000
|
|
$ 1,522,500
|
9.25% 11/15/16
|
|
4,655,000
|
|
4,701,550
|
9.625% 11/15/16 pay-in-kind (b)
|
|
6,821,000
|
|
6,880,684
|
9.875% 2/15/17 (a)
|
|
265,000
|
|
271,625
|
Omega Healthcare Investors, Inc.:
|
|
|
|
|
7% 4/1/14
|
|
3,815,000
|
|
3,567,025
|
7% 1/15/16
|
|
1,675,000
|
|
1,515,875
|
Service Corp. International 7.5% 4/1/27
|
|
1,720,000
|
|
1,453,400
|
Tenet Healthcare Corp. 8.875% 7/1/19 (a)
|
|
1,655,000
|
|
1,696,375
|
Ventas Realty LP:
|
|
|
|
|
6.5% 6/1/16
|
|
830,000
|
|
771,900
|
6.5% 6/1/16
|
|
215,000
|
|
199,950
|
6.625% 10/15/14
|
|
1,795,000
|
|
1,705,250
|
|
|
27,518,322
|
Homebuilding/Real Estate - 5.0%
|
American Real Estate Partners/American Real Estate Finance Corp.:
|
|
|
|
|
7.125% 2/15/13
|
|
11,350,000
|
|
10,782,490
|
8.125% 6/1/12
|
|
2,010,000
|
|
1,979,850
|
D.R. Horton, Inc. 6.5% 4/15/16
|
|
2,430,000
|
|
2,247,750
|
KB Home 5.875% 1/15/15
|
|
345,000
|
|
320,850
|
Lennar Corp.:
|
|
|
|
|
5.6% 5/31/15
|
|
1,060,000
|
|
927,500
|
12.25% 6/1/17 (a)
|
|
1,920,000
|
|
2,217,600
|
Ryland Group, Inc. 8.4% 5/15/17
|
|
1,785,000
|
|
1,802,850
|
|
|
20,278,890
|
Hotels - 4.1%
|
Host Hotels & Resorts LP:
|
|
|
|
|
6.875% 11/1/14
|
|
545,000
|
|
517,750
|
9% 5/15/17 (a)
|
|
485,000
|
|
494,700
|
Host Marriott LP 7.125% 11/1/13
|
|
10,765,000
|
|
10,442,050
|
ITT Corp. 7.375% 11/15/15
|
|
1,280,000
|
|
1,219,200
|
Starwood Hotels & Resorts Worldwide, Inc.:
|
|
|
|
|
6.25% 2/15/13
|
|
580,000
|
|
546,650
|
7.875% 5/1/12
|
|
1,765,000
|
|
1,773,825
|
7.875% 10/15/14
|
|
1,740,000
|
|
1,731,300
|
|
|
16,725,475
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Leisure - 2.5%
|
Royal Caribbean Cruises Ltd.:
|
|
|
|
|
7.25% 3/15/18
|
|
$ 500,000
|
|
$ 392,500
|
yankee:
|
|
|
|
|
7% 6/15/13
|
|
4,740,000
|
|
4,206,750
|
7.25% 6/15/16
|
|
4,290,000
|
|
3,496,350
|
7.5% 10/15/27
|
|
1,845,000
|
|
1,293,806
|
Speedway Motorsports, Inc. 8.75% 6/1/16 (a)
|
|
870,000
|
|
885,225
|
|
|
10,274,631
|
Metals/Mining - 4.1%
|
Arch Coal, Inc. 8.75% 8/1/16 (a)
|
|
605,000
|
|
605,000
|
Crown Americas LLC/Capital Corp. II 7.625% 5/15/17 (a)
|
|
625,000
|
|
620,313
|
Drummond Co., Inc. 7.375% 2/15/16 (a)
|
|
1,810,000
|
|
1,574,700
|
Freeport-McMoRan Copper & Gold, Inc.:
|
|
|
|
|
4.995% 4/1/15 (b)
|
|
50,000
|
|
47,750
|
8.25% 4/1/15
|
|
5,305,000
|
|
5,537,094
|
8.375% 4/1/17
|
|
3,260,000
|
|
3,410,775
|
Massey Energy Co. 6.875% 12/15/13
|
|
1,510,000
|
|
1,419,400
|
Teck Resources Ltd.:
|
|
|
|
|
9.75% 5/15/14
|
|
1,580,000
|
|
1,710,350
|
10.25% 5/15/16
|
|
1,745,000
|
|
1,921,594
|
|
|
16,846,976
|
Paper - 3.6%
|
Cascades, Inc. 7.25% 2/15/13
|
|
1,630,000
|
|
1,536,275
|
Domtar Corp.:
|
|
|
|
|
5.375% 12/1/13
|
|
2,260,000
|
|
2,045,300
|
7.125% 8/15/15
|
|
1,310,000
|
|
1,264,150
|
7.875% 10/15/11
|
|
44,000
|
|
44,440
|
10.75% 6/1/17
|
|
1,575,000
|
|
1,708,875
|
Georgia-Pacific Corp. 7% 1/15/15 (a)
|
|
3,645,000
|
|
3,499,200
|
Georgia-Pacific LLC 8.25% 5/1/16 (a)
|
|
820,000
|
|
830,250
|
Rock-Tenn Co.:
|
|
|
|
|
9.25% 3/15/16
|
|
1,485,000
|
|
1,559,250
|
9.25% 3/15/16 (a)
|
|
235,000
|
|
246,750
|
Temple-Inland, Inc. 6.875% 1/15/18
|
|
1,390,000
|
|
1,341,350
|
Verso Paper Holdings LLC/ Verso Paper, Inc. 11.5% 7/1/14 (a)
|
|
885,000
|
|
871,725
|
|
|
14,947,565
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Publishing/Printing - 0.1%
|
Scholastic Corp. 5% 4/15/13
|
|
$ 470,000
|
|
$ 380,700
|
Services - 0.6%
|
FTI Consulting, Inc. 7.625% 6/15/13
|
|
2,370,000
|
|
2,322,600
|
Shipping - 0.4%
|
Overseas Shipholding Group, Inc.:
|
|
|
|
|
7.5% 2/15/24
|
|
255,000
|
|
204,000
|
8.75% 12/1/13
|
|
290,000
|
|
279,850
|
Teekay Corp. 8.875% 7/15/11
|
|
1,090,000
|
|
1,084,550
|
|
|
1,568,400
|
Specialty Retailing - 0.4%
|
Ltd. Brands, Inc. 8.5% 6/15/19 (a)
|
|
1,630,000
|
|
1,621,850
|
Steels - 1.6%
|
Steel Dynamics, Inc.:
|
|
|
|
|
6.75% 4/1/15
|
|
3,770,000
|
|
3,515,525
|
7.375% 11/1/12
|
|
3,240,000
|
|
3,167,100
|
|
|
6,682,625
|
Super Retail - 0.1%
|
Macy's Retail Holdings, Inc. 8.875% 7/15/15
|
|
515,000
|
|
521,537
|
Technology - 4.6%
|
Jabil Circuit, Inc.:
|
|
|
|
|
7.75% 7/15/16
|
|
1,135,000
|
|
1,116,556
|
8.25% 3/15/18
|
|
1,455,000
|
|
1,433,175
|
Lucent Technologies, Inc.:
|
|
|
|
|
6.45% 3/15/29
|
|
3,665,000
|
|
2,492,200
|
6.5% 1/15/28
|
|
10,000
|
|
6,800
|
Seagate Technology HDD Holdings:
|
|
|
|
|
6.375% 10/1/11
|
|
1,090,000
|
|
1,068,200
|
6.8% 10/1/16
|
|
3,490,000
|
|
3,175,900
|
Seagate Technology International 10% 5/1/14 (a)
|
|
1,735,000
|
|
1,856,450
|
Xerox Capital Trust I 8% 2/1/27
|
|
9,690,000
|
|
7,780,876
|
|
|
18,930,157
|
Telecommunications - 12.3%
|
Cincinnati Bell, Inc. 7.25% 7/15/13
|
|
2,315,000
|
|
2,245,550
|
Citizens Communications Co.:
|
|
|
|
|
7.875% 1/15/27
|
|
360,000
|
|
297,000
|
9% 8/15/31
|
|
1,990,000
|
|
1,833,288
|
Cricket Communications, Inc. 7.75% 5/15/16 (a)
|
|
2,380,000
|
|
2,308,600
|
DigitalGlobe, Inc. 10.5% 5/1/14 (a)
|
|
625,000
|
|
650,000
|
Frontier Communications Corp. 8.25% 5/1/14
|
|
1,745,000
|
|
1,731,913
|
Corporate Bonds - continued
|
|
Principal Amount
|
|
Value
|
Nonconvertible Bonds - continued
|
Telecommunications - continued
|
Intelsat Jackson Holdings Ltd. 9.5% 6/15/16
|
|
$ 1,675,000
|
|
$ 1,712,688
|
Intelsat Subsidiary Holding Co. Ltd.:
|
|
|
|
|
8.5% 1/15/13
|
|
1,500,000
|
|
1,503,750
|
8.875% 1/15/15 (a)
|
|
270,000
|
|
271,350
|
Nextel Communications, Inc.:
|
|
|
|
|
5.95% 3/15/14
|
|
925,000
|
|
777,000
|
6.875% 10/31/13
|
|
4,865,000
|
|
4,354,175
|
7.375% 8/1/15
|
|
4,850,000
|
|
4,140,688
|
NII Capital Corp. 10% 8/15/16 (a)
|
|
1,915,000
|
|
1,934,150
|
Qwest Capital Funding, Inc. 7.25% 2/15/11
|
|
795,000
|
|
783,075
|
Qwest Communications International, Inc. 7.5% 2/15/14
|
|
2,005,000
|
|
1,934,825
|
Qwest Corp.:
|
|
|
|
|
3.8794% 6/15/13 (b)
|
|
1,795,000
|
|
1,660,375
|
6.5% 6/1/17
|
|
500,000
|
|
460,000
|
7.5% 10/1/14
|
|
1,260,000
|
|
1,247,400
|
7.625% 6/15/15
|
|
1,240,000
|
|
1,230,700
|
8.375% 5/1/16 (a)
|
|
1,535,000
|
|
1,561,863
|
Sprint Capital Corp.:
|
|
|
|
|
6.875% 11/15/28
|
|
2,095,000
|
|
1,524,113
|
7.625% 1/30/11
|
|
3,165,000
|
|
3,168,956
|
8.375% 3/15/12
|
|
1,140,000
|
|
1,141,425
|
Sprint Nextel Corp.:
|
|
|
|
|
6% 12/1/16
|
|
3,100,000
|
|
2,604,000
|
8.375% 8/15/17
|
|
1,225,000
|
|
1,174,469
|
U.S. West Communications:
|
|
|
|
|
6.875% 9/15/33
|
|
1,895,000
|
|
1,478,100
|
7.5% 6/15/23
|
|
2,500,000
|
|
2,162,500
|
Wind Acquisition Finance SA 11.75% 7/15/17 (a)
|
|
4,140,000
|
|
4,491,900
|
|
|
50,383,853
|
TOTAL NONCONVERTIBLE BONDS
|
|
373,029,057
|
TOTAL CORPORATE BONDS
(Cost $371,461,898)
|
376,225,668
|
Floating Rate Loans - 3.3%
|
|
Air Transportation - 0.1%
|
Northwest Airlines, Inc. term loan 2.28% 12/31/10 (b)
|
|
351,378
|
|
337,322
|
Floating Rate Loans - continued
|
|
Principal Amount
|
|
Value
|
Automotive - 0.8%
|
Federal-Mogul Corp.:
|
|
|
|
|
Tranche B, term loan 2.217% 12/27/14 (b)
|
|
$ 2,947,709
|
|
$ 2,196,043
|
Tranche C, term loan 2.2161% 12/27/15 (b)
|
|
1,722,860
|
|
1,274,916
|
The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.04% 4/30/14 (b)
|
|
85,000
|
|
78,413
|
|
|
3,549,372
|
Electric Utilities - 1.1%
|
Ashmore Energy International:
|
|
|
|
|
Revolving Credit-Linked Deposit 3.2875% 3/30/12 (b)
|
|
268,708
|
|
241,837
|
term loan 3.5975% 3/30/14 (b)
|
|
2,158,191
|
|
1,942,372
|
Texas Competitive Electric Holdings Co. LLC Tranche B3, term loan 3.7757% 10/10/14 (b)
|
|
2,901,986
|
|
2,187,372
|
|
|
4,371,581
|
Entertainment/Film - 0.5%
|
Zuffa LLC term loan 2.375% 6/19/15 (b)
|
|
2,475,431
|
|
2,215,510
|
Healthcare - 0.3%
|
PTS Acquisition Corp. term loan 2.535% 4/10/14 (b)
|
|
1,271,074
|
|
1,121,723
|
Publishing/Printing - 0.3%
|
Newsday LLC term loan 9.75% 8/1/13
|
|
1,290,000
|
|
1,312,575
|
R.H. Donnelley Corp. Tranche D2, term loan 6.75% 6/30/11 (b)
|
|
20,352
|
|
16,587
|
|
|
1,329,162
|
Technology - 0.1%
|
Flextronics International Ltd.:
|
|
|
|
|
Tranche B A1, term loan 2.7594% 10/1/14 (b)
|
|
87,723
|
|
79,390
|
Tranche B-A, term loan 2.6961% 10/1/14 (b)
|
|
305,277
|
|
276,275
|
|
|
355,665
|
Telecommunications - 0.1%
|
Intelsat Jackson Holdings Ltd. term loan 3.2756% 2/1/14 (b)
|
|
385,000
|
|
335,431
|
Textiles & Apparel - 0.0%
|
Hanesbrands, Inc. Tranche 2LN, term loan 4.2538% 3/5/14 (b)
|
|
95,000
|
|
92,625
|
TOTAL FLOATING RATE LOANS
(Cost $13,706,906)
|
13,708,391
|
Cash Equivalents - 3.8%
|
|
Maturity Amount
|
|
Value
|
Investments in repurchase agreements in a joint trading account at 0.20%, dated 8/31/09 due
9/1/09 (Collateralized by U.S. Treasury Obligations) #
(Cost $15,426,000)
|
$ 15,426,086
|
|
$ 15,426,000
|
TOTAL INVESTMENT PORTFOLIO - 98.9%
(Cost $400,594,804)
|
|
405,360,059
|
NET OTHER ASSETS - 1.1%
|
|
4,368,655
|
NET ASSETS - 100%
|
$ 409,728,714
|
Legend
|
(a) 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 $76,736,667 or 18.7% of net assets.
|
(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.
|
# Additional information on each counterparty to the repurchase agreement is as follows:
|
Repurchase Agreement / Counterparty
|
Value
|
$15,426,000 due 9/01/09 at 0.20%
|
BNP Paribas Securities Corp.
|
$ 2,652,495
|
Banc of America Securities LLC
|
1,320,703
|
Bank of America, NA
|
3,301,759
|
Deutsche Bank Securities, Inc.
|
1,452,774
|
ING Financial Markets LLC
|
424,928
|
J.P. Morgan Securities, Inc.
|
2,641,407
|
Mizuho Securities USA, Inc.
|
1,320,703
|
Morgan Stanley & Co., Inc.
|
660,352
|
Societe Generale, New York Branch
|
1,650,879
|
|
$ 15,426,000
|
Other Information
|
All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the
risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying
Notes to Financial Statements.
|
Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)
|
United States of America
|
86.6%
|
Canada
|
5.4%
|
Liberia
|
2.3%
|
Cayman Islands
|
1.5%
|
Luxembourg
|
1.1%
|
Netherlands
|
1.1%
|
Bermuda
|
1.0%
|
Others (individually less than 1%)
|
1.0%
|
|
100.0%
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Statements
Statement of Assets and Liabilities
|
August 31, 2009
|
Assets
|
|
|
Investment in securities, at value (including repurchase agreements of $15,426,000) - See
accompanying schedule:
Unaffiliated issuers (cost $400,594,804)
|
|
$ 405,360,059
|
Cash
|
|
906
|
Receivable for investments sold
|
|
2,862,017
|
Interest receivable
|
|
7,762,725
|
Total assets
|
|
415,985,707
|
|
|
|
Liabilities
|
|
|
Payable for investments purchased
|
$ 6,255,222
|
|
Distributions payable
|
74
|
|
Other payables and accrued expenses
|
1,697
|
|
Total liabilities
|
|
6,256,993
|
|
|
|
Net Assets
|
|
$ 409,728,714
|
Net Assets consist of:
|
|
|
Paid in capital
|
|
$ 404,963,459
|
Net unrealized appreciation (depreciation) on investments
|
|
4,765,255
|
Net Assets
, for 4,591,387 shares outstanding
|
|
$ 409,728,714
|
Net Asset Value
, offering price and redemption price per share ($409,728,714 ÷ 4,591,387
shares)
|
|
$ 89.24
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Statement of Operations
|
Year ended August 31, 2009
|
Investment Income
|
|
|
Interest (including $33,557 from affiliated interfund lending)
|
|
$ 36,299,811
|
|
|
|
Expenses
|
|
|
Custodian fees and expenses
|
$ 9,741
|
|
Independent directors' compensation
|
2,706
|
|
Total expenses before reductions
|
12,447
|
|
Expense reductions
|
(3,656
)
|
8,791
|
Net investment income
|
|
36,291,020
|
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
|
|
|
Investment securities:
|
|
|
Unaffiliated issuers
|
|
(38,655,043)
|
Change in net unrealized appreciation (depreciation) on:
Investment securities
|
|
26,166,378
|
Net gain (loss)
|
|
(12,488,665
)
|
Net
increase (decrease) in net assets resulting from operations
|
|
$ 23,802,355
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Statements - continued
Statement of Changes in Net Assets
|
Year ended
August 31,
2009
|
Year ended
August 31,
2008
|
Increase (Decrease) in Net Assets
|
|
|
Operations
|
|
|
Net investment income
|
$ 36,291,020
|
$ 28,206,593
|
Net realized gain (loss)
|
(38,655,043)
|
(5,012,210)
|
Change in net unrealized appreciation (depreciation)
|
26,166,378
|
(15,492,374
)
|
Net
increase (decrease) in net assets resulting
from operations
|
23,802,355
|
7,702,009
|
Distributions to partners from net investment income
|
(32,276,602
)
|
(27,114,638
)
|
Affiliated share transactions
Proceeds from sales of shares
|
25,302,989
|
60,115,019
|
Reinvestment of distributions
|
32,276,120
|
27,114,636
|
Cost of shares redeemed
|
(50,209,965
)
|
-
|
Net increase (decrease) in net assets resulting from share transactions
|
7,369,144
|
87,229,655
|
Total increase (decrease) in net assets
|
(1,105,103)
|
67,817,026
|
|
|
|
Net Assets
|
|
|
Beginning of period
|
410,833,817
|
343,016,791
|
End of period
|
$ 409,728,714
|
$ 410,833,817
|
Other Information
Shares
|
|
|
Sold
|
325,689
|
623,588
|
Issued in reinvestment of distributions
|
401,003
|
283,455
|
Redeemed
|
(578,785
)
|
-
|
Net increase (decrease)
|
147,907
|
907,043
|
See accompanying notes which are an integral part of the financial statements.
Annual Report
Financial Highlights
Years ended August 31,
|
2009
|
2008
|
2007
|
2006
H
|
2006
F
|
Selected Per-Share Data
|
|
|
|
|
|
Net asset value, beginning of period
|
$ 92.46
|
$ 97.00
|
$ 98.47
|
$ 98.68
|
$ 100.00
|
Income from Investment Operations
|
|
|
|
|
|
Net investment income
D
|
7.598
|
7.134
|
7.095
|
2.314
|
3.996
|
Net realized and unrealized gain (loss)
|
(4.053
)
|
(4.802
)
|
(1.570
)
|
(.270
)
|
(1.413
)
|
Total from investment operations
|
3.545
|
2.332
|
5.525
|
2.044
|
2.583
|
Distributions to partners from net investment
income
|
(6.765
)
|
(6.872
)
|
(6.995
)
|
(2.254
)
|
(3.903
)
|
Net asset value, end of period
|
$ 89.24
|
$ 92.46
|
$ 97.00
|
$ 98.47
|
$ 98.68
|
Total Return
B, C
|
4.96%
|
2.39%
|
5.61%
|
2.11%
|
2.63%
|
Ratios to Average Net Assets
G
|
|
|
|
|
Expenses before reductions
|
-%
E
|
-%
E
|
-%
E
|
.04%
A
|
.04%
A
|
Expenses net of fee waivers, if any
|
-%
E
|
-%
E
|
-%
E
|
.01%
A
|
.04%
A
|
Expenses net of all reductions
|
-%
E
|
-%
E
|
-%
E
|
-%
A, E
|
.04%
A
|
Net investment income
|
9.40%
|
7.45%
|
7.10%
|
7.04%
A
|
6.64%
A
|
Supplemental Data
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$ 409,729
|
$ 410,834
|
$ 343,017
|
$ 206,873
|
$ 207,327
|
Portfolio turnover rate
|
73%
|
50%
|
75%
|
46%
A
|
55%
A
|
A
Annualized
B
Total returns for periods of less than one year are not annualized.
C
Total returns would have been lower had certain expenses not been reduced during the periods shown.
D
Calculated based on average shares outstanding during the period.
E
Amount represents less than .01%.
F
For the period September 20, 2005 (commencement of operations) to April 30, 2006.
G
Expense ratios reflect operating expenses of the
Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods
when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment
adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.
H
For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.
See accompanying notes which are an integral part of the financial statements.
Annual Report
Notes to Financial Statements
For the period ended August 31, 2009
1. Organization.
Fidelity Specialized High Income Central Fund (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to
issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end
management investment company organized as a Delaware Limited Liability Company. Each Fund in the LLC is a separate partnership for tax
purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company
(FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each Fund, in accordance with the Partnership Agreement.
2. Significant Accounting Policies.
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which
require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those
estimates. Events or transactions occurring after period end through the date that the financial statements were issued, October 21, 2009, have
been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:
Security Valuation.
Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent
pricing services approved by the Board of Directors to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a
disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are
classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2
includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of August 31, 2009, for the Fund's investments is included at the
end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows. Debt securities, including restricted securities, are valued based on quotations received from dealers who make
markets in such securities or by independent pricing services. For corporate bonds and floating rate loans, pricing services generally utilize matrix
pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in
open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty
Annual Report
2. Significant Accounting Policies - continued
Security Valuation - continued
days or less for which quotations are not readily available are valued at amortized cost, which approximates value. The Fund invests a significant
portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of
the issuer and is sensitive to changes in economic, market and regulatory conditions. Actual prices received at disposition may differ.
When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with
procedures adopted by the Board of Directors. Factors used in determining value may include significant market or security specific events,
changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs,
futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a
significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for
the same securities.
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. Interest income is accrued as earned. Interest
income includes coupon interest and amortization of premium and accretion of discount on debt securities.
Expenses.
Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among
each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are
known.
Income Tax Information and Distributions to Partners.
No provision has been made for federal income taxes because all income and expenses
and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income
tax returns.
Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount
and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the
Fund's partnership structure, paid in capital includes net realized gain/loss on investments.
Annual Report
Notes to Financial Statements - continued
2. Significant Accounting Policies - continued
Income Tax Information and Distributions to Partners - continued
The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a
minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no
unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue
Service (IRS) for a period of three years.
The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:
Unrealized appreciation
|
$ 24,350,496
|
Unrealized depreciation
|
(16,627,804
)
|
Net unrealized appreciation (depreciation)
|
$ 7,722,692
|
|
|
Cost for federal income tax purposes
|
$ 397,637,367
|
3. Operating Policies.
Repurchase Agreements.
FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the
Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase
agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in
the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral
proceeds could be delayed, during which time the value of the collateral may decline.
Restricted Securities.
The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally
may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is
included at the end of the Fund's Schedule of Investments.
Annual Report
3. Operating Policies - continued
Loans and Other Direct Debt Instruments.
The Fund may invest in loans and loan participations, trade claims or other receivables. These
investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to
the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be
contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.
4. Purchases and Sales of Investments.
Purchases and sales of securities, other than short-term securities, aggregated $277,596,124 and $269,170,848, respectively.
5. Fees and Other Transactions with Affiliates.
Management Fee and Expense Contract.
Fidelity Management & Research Company, Inc. (FMRC), an affiliate of FMR, provides the Fund
with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with
FMRC, FMR pays FMRC a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also
pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as
interest expense.
Interfund Lending Program.
Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility
allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding.
The Fund's activity in this program during the period for which loans were outstanding was as follows:
Borrower or Lender
|
Average Daily Loan Balance
|
Weighted Average Interest Rate
|
Lender
|
$ 6,934,129
|
1.02%
|
6. Expense Reductions.
FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by
$2,706.
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 $950.
Annual Report
Notes to Financial Statements - continued
7. Other.
The Fund's organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in
connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that
may be made against the Fund. The risk of material loss from such claims is considered remote.
At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the Fund.
Annual Report
Report of Independent Registered Public Accounting Firm
To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity Specialized High Income Central Fund:
We have audited the accompanying statement of assets and liabilities of Fidelity Specialized High Income Central Fund (the Fund), a fund of Fidelity
Central Investment Portfolios LLC, including the schedule of investments, as of August 31, 2009, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the
periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. Our procedures included confirmation of securities owned as of August 31, 2009, by correspondence with the custodians,
brokers and agent banks; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of
Fidelity Specialized High Income Central Fund as of August 31, 2009, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and its financial highlights for each of the periods presented, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 21, 2009
Annual Report
Trustees and Officers
The Trustees, Member of the Advisory Board, and executive officers of Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed
below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced
executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that
provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees
oversees 220 funds advised by FMR or an affiliate. Mr. Johnson oversees 262 funds advised by FMR or an affiliate. Mr. Curvey oversees 392 funds
advised by FMR or an affiliate.
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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd
birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive
officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be
removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual
has held the office shown or other offices in the same company for the past five years.
The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at
1-800-544-8544.
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation
|
Edward C. Johnson 3d (79)
|
|
Year of Election or Appointment: 2004
Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive
Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity
Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and
Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited.
Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
|
James C. Curvey (74)
|
|
Year of Election or Appointment: 2007
Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a
Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-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.
|
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with Fidelity Central Investment Portfolios LLC or various entities under common control with FMR.
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, Age; Principal Occupation
|
Dennis J. Dirks (61)
|
|
Year of Election or Appointment: 2005
Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The
Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board
member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing
Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government
Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing
Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee
and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a
member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
|
Alan J. Lacy (55)
|
|
Year of Election or Appointment: 2008
Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served
as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears,
Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union
Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals,
2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The
National Parks Conservation Association.
|
Ned C. Lautenbach (65)
|
|
Year of Election or Appointment: 2004
Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr.
Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). Previously, Mr. Lautenbach
was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach
serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in
Naples, Florida. Mr. Lautenbach is also a member of the Board of Trustees of Fairfield University (2005-present), as well
as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation
(2006-2007).
|
Joseph Mauriello (64)
|
|
Year of Election or Appointment: 2008
Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including
Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of
KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors
of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services
and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New
York (2006-2007).
|
Cornelia M. Small (65)
|
|
Year of Election or Appointment: 2005
Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of
the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In
addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present).
Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition,
Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of
Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
|
William S. Stavropoulos (70)
|
|
Year of Election or Appointment: 2004
Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons
(2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where
he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004),
Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently,
Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present),
Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational
manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity
investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity
investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College
of Science.
|
David M. Thomas (60)
|
|
Year of Election or Appointment: 2008
Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer
(2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves
as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of
Companies, Inc. (marketing communication, 2004-present).
|
Michael E. Wiley (58)
|
|
Year of Election or Appointment: 2008
Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and
production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006;
2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer,
2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr.
Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a
Sr. Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings
(private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director
of Spinnaker Exploration Company (exploration and production, 2001-2005).
|
Advisory Board Member and Executive Officers
:
Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation
|
Peter S. Lynch (65)
|
|
Year of Election or Appointment: 2003
Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of
FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the
Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors
(1997-2006).
|
Kenneth B. Robins (40)
|
|
Year of Election or Appointment: 2008
President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other
Fidelity funds (2009-present) and is an employee of Fidelity Investments (2004-present). Before joining Fidelity
Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice
(2002-2004).
|
Brian B. Hogan (44)
|
|
Year of Election or Appointment: 2009
Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice
President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr.
Hogan served as a portfolio manager.
|
Thomas C. Hense (45)
|
|
Year of Election or Appointment: 2008
Vice President of Fidelity's High Income and Small Cap Funds. Previously, Mr. Hense served as a portfolio manager for
Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
|
Scott C. Goebel (41)
|
|
Year of Election or Appointment: 2008
Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and
Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC;
Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of
Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc.
(2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis
Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice
President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
|
William C. Coffey (40)
|
|
Year of Election or Appointment: 2009
Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate
General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
|
Holly C. Laurent (55)
|
|
Year of Election or Appointment: 2008
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously,
Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and
Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
|
Christine Reynolds (50)
|
|
Year of Election or Appointment: 2008
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously,
Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
|
Kenneth A. Rathgeber (62)
|
|
Year of Election or Appointment: 2004
Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of
Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc.
(2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc.
(2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc.
(2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
|
Jeffrey S. Christian (47)
|
|
Year of Election or Appointment: 2009
Deputy Treasurer of the Fidelity funds. Mr. Christian also serves as Chief Financial Officer of other Fidelity funds
(2008-present) and is an employee of Fidelity Investments. Previously, Mr. Christian served as Senior Vice President of
Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis
(2003-2004).
|
Bryan A. Mehrmann (48)
|
|
Year of Election or Appointment: 2005
Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann
served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional
Operations Company, Inc. (FIIOC) Client Services (1998-2004).
|
Adrien E. Deberghes (42)
|
|
Year of Election or Appointment: 2008
Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes is an employee of Fidelity Investments
(2008-present). Previously, Mr. Deberghes served as 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).
|
John R. Hebble (51)
|
|
Year of Election or Appointment: 2009
Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other
Fidelity funds (2008-present) and is an employee of Fidelity Investments.
|
Paul M. Murphy (62)
|
|
Year of Election or Appointment: 2007
Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy
served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of
FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
|
Gary W. Ryan (51)
|
|
Year of Election or Appointment: 2005
Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as
Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
|
Annual Report
Board Approval of Investment Advisory Contracts and Management Fees
Fidelity Specialized High Income Central Fund
Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract
and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent
Directors' counsel, requests and considers a broad range of information throughout the year.
The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers
at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services
and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent
Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as
needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.
At its July 2009 meeting, the Board of Directors, including the Independent Directors, unanimously determined to renew the fund's Advisory
Contracts. In reaching its determination, the Board considered all factors it believed relevant and ultimately reached a determination, with the
assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory
Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under
applicable law.
Nature, Extent, and Quality of Services Provided.
The Board considered staffing within the investment adviser, FMR Co., Inc., and the
sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment
groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate
incentives.
Resources Dedicated to Investment Management and Support Services
. The Board reviewed the size, education, and experience of the Investment
Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers
and other research, advisory, and management personnel. In response to last year's financial crisis, FMR took a number of actions intended to cut
costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a
variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to
specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to
aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication
system that provides immediate real-time access to research concerning issuers and credit enhancers.
Annual Report
Board Approval of Investment Advisory Contracts and
Management Fees - continued
Administrative Services
. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the
Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and
bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally
custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the
use of "soft" commission dollars to pay for research services.
Investment Performance
. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance
with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the
fund is designed to offer a liquid investment option for other investment companies and accounts managed by Fidelity Management & Research
Company (FMR) or its affiliates and ultimately to enhance the performance of those investment companies and accounts.
Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.
Competitiveness of Management Fee and Total Fund Expenses.
The Board considered that FMR pays the fund's management fee on behalf
of the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily
custody expenses). Based on its review, the Board concluded that the fund's net management fee and total expenses were reasonable in light of the
services that the fund and its shareholders receive and the other factors considered.
Costs of the Services and Profitability.
The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the
profitability of each fund that invests in this fund.
Annual Report
PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been
engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and
assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After
considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation
methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.
The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where
Fidelity's affiliates may benefit from or be related to the fund's business.
The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund
were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except
expenses related to the fund's investment activities.
Economies of Scale.
The Board concluded that the realization of economies of scale was not relevant to the renewal of the Advisory Contracts
because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.
Additional Information Requested by the Board.
In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken
by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that
have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance
benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of
equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences
between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should
have a performance adjustment component as part of their management fees; and (ix) explanations for the relative total expenses borne by certain
funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.
Annual Report
Board Approval of Investment Advisory Contracts and
Management Fees - continued
Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the
advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.
Annual Report
Item 2.
Code of Ethics
As of the end of the period, August 31, 2009, Fidelity Central Investment Portfolios LLC
(the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies
to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
Item 3.
Audit Committee Financial Expert
The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services
Fees and Services
The following table presents fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity High Income
Central Fund 2 and Fidelity Specialized High Income Central Fund (the "Funds"):
Services Billed by Deloitte Entities
August 31, 2009 Fees
A
|
Audit Fees
|
Audit-Related Fees
|
Tax Fees
|
All Other
Fees
|
Fidelity High Income
Central Fund 2
|
$47,000
|
$-
|
$6,000
|
$-
|
Fidelity Specialized High
Income Central Fund
|
$56,000
|
$-
|
$8,100
|
$-
|
August 31, 2008 Fees
A,B
|
Audit Fees
|
Audit-Related Fees
|
Tax Fees
|
All Other
Fees
|
Fidelity High Income
Central Fund 2
|
$43,000
|
$-
|
$6,000
|
$-
|
Fidelity Specialized High
Income Central Fund
|
$50,000
|
$-
|
$8,100
|
$-
|
A
Amounts may reflect rounding.
B
Fidelity High Income Central Fund 2 commenced operations on March 31, 2008.
The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management &
Research Company ("FMR") and entities controlling, controlled by, or under common
control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):
Services Billed by Deloitte Entities
|
August 31, 2009
A
|
August 31, 2008
A
|
Audit-Related Fees
|
$815,000
|
$410,000
|
Tax Fees
|
$2,000
|
$-
|
All Other Fees
|
$405,000
|
$470,000
B
|
A
Amounts may reflect rounding.
B
Reflects current period presentation.
"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 assurance services provided to the fund or Fund
Service Provider that relate directly to the operations and financial reporting of the fund,
excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax
Fees.
Assurance services must be performed by an independent public accountant.
* * *
The aggregate non-audit fees billed by Deloitte Entities for services rendered to the
Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund
Service Provider for each of the last two fiscal years of the Funds are as follows:
Billed By
|
August 31, 2009
A
|
August 31, 2008
A
|
Deloitte Entities
|
$1,345,000
|
$1,085,000
|
A
Amounts may reflect rounding.
The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public
Company Accounting Oversight Board rules, regarding its independence from the Funds
and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service
Providers.
Audit Committee Pre-Approval Policies and Procedures
The trust's Audit Committee must pre-approve all audit and non-audit services provided
by a fund's independent registered public accounting firm relating to the operations or
financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are
appropriate and permissible under applicable law.
The Audit Committee has adopted policies and procedures to, among other purposes,
provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service
provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.
All Covered Services must be approved in advance of provision of the service either: (i)
by formal resolution of the Audit Committee, or (ii) by oral or written approval of the
service by the Chair of the Audit Committee (or if the Chair is unavailable, such other
member of the Audit Committee as may be designated by the Chair to act in the Chair's
absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the
Audit Committee.
Non-audit services provided by a fund audit firm to a Fund Service Provider that do not
relate directly to the operations and financial reporting of a Fidelity fund are reported to
the Audit Committee on a periodic basis.
Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation
S-X ("De Minimis Exception")
There were no non-audit services approved or required to be approved by the Audit
Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years
relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate
directly to the operations and financial reporting of the Funds.
Item 5.
Audit Committee of Listed Registrants
Not applicable.
Item 6.
Investments
(a) Not applicable.
(b) Not applicable
Item 7.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8.
Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9.
Purchase of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers
Not applicable.
Item 10.
Submission of Matters to a Vote of Security Holders
There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.
Item 11.
Controls and Procedures
(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that
the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating
to the trust is made known to them by the appropriate persons, based on their evaluation
of these controls and procedures as of a date within 90 days of the filing date of this report.
(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the trust's internal control over financial reporting.
Item 12.
Exhibits
(a)
|
(1)
|
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached
hereto as EX-99.CODE ETH.
|
(a)
|
(2)
|
Certification pursuant to Rule 30a-2(a) under the Investment Company
Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit
99.CERT.
|
(a)
|
(3)
|
Not applicable.
|
(b)
|
|
Certification pursuant to Rule 30a-2(b) under the Investment Company
Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as
Exhibit 99.906CERT.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Fidelity Central Investment Portfolios LLC
By:
|
/s/Kenneth B. Robins
|
|
Kenneth B. Robins
|
|
President and Treasurer
|
|
|
Date:
|
October 29, 2009
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:
|
/s/Kenneth B. Robins
|
|
Kenneth B. Robins
|
|
President and Treasurer
|
|
|
Date:
|
October 29, 2009
|
By:
|
/s/Christine Reynolds
|
|
Christine Reynolds
|
|
Chief Financial Officer
|
|
|
Date:
|
October 29, 2009
|
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