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.


FID10

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

FID12

BBB 0.8%

 

FID12

BBB 2.2%

 

FID15

BB 26.3%

 

FID15

BB 24.6%

 

FID18

B 41.0%

 

FID18

B 51.3%

 

FID21

CCC,CC,C 22.7%

 

FID21

CCC,CC,C 12.5%

 

FID24

D 2.9%

 

FID24

D 0.0%

 

FID27

Not Rated 2.0%

 

FID27

Not Rated 0.7%

 

FID30

Equities 0.6%

 

FID30

Equities 0.0%

 

FID33

Short-Term
Investments and
Net Other Assets 3.7%

 

FID33

Short-Term
Investments and
Net Other Assets 8.7%

 

FID36

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 **

FID12

Nonconvertible
Bonds 79.9%

 

FID39

Nonconvertible
Bonds 75.6%

 

FID18

Convertible Bonds, Preferred Stocks 1.7%

 

FID42

Convertible Bonds, Preferred Stocks 1.0%

 

FID44

Floating Rate Loans 14.7%

 

FID46

Floating Rate Loans 14.7%

 

FID33

Short-Term
Investments and
Net Other Assets 3.7%

 

FID49

Short-Term
Investments and
Net Other Assets 8.7%

 

* Foreign investments

9.7%

 

** Foreign investments

8.4%

 

FID51

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.


FID53

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

FID39

AAA,AA,A 0.0%

 

FID56

AAA,AA,A 0.1%

 

FID58

BBB 3.3%

 

FID58

BBB 5.4%

 

FID42

BB 68.2%

 

FID42

BB 72.3%

 

FID63

B 21.7%

 

FID63

B 18.3%

 

FID46

CCC,CC,C 1.0%

 

FID46

CCC,CC,C 1.0%

 

FID68

D 0.0%

 

FID68

D 0.0%

 

FID71

Not Rated 0.9%

 

FID71

Not Rated 0.0%

 

FID49

Short-Term
Investments and
Net Other Assets 4.9%

 

FID49

Short-Term
Investments and
Net Other Assets 2.9%

 

FID76

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 **

FID39

Nonconvertible
Bonds 91.0%

 

FID39

Nonconvertible
Bonds 91.5%

 

FID42

Convertible Bonds, Preferred Stocks 0.8%

 

FID42

Convertible Bonds, Preferred Stocks 0.7%

 

FID46

Floating Rate Loans 3.3%

 

FID83

Floating Rate Loans 4.9%

 

FID49

Short-Term
Investments and
Net Other Assets 4.9%

 

FID49

Short-Term
Investments and
Net Other Assets 2.9%

 

* Foreign investments

13.4%

 

** Foreign investments

14.3%

 

FID87

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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