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, 2008

Item 1. Reports to Stockholders

Fidelity ® High Income
Central Fund 2

Annual Report

August 31, 2008

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 (search for "proxy voting guidelines") 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-1008
1.861961.100

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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 31, 2008 to August 31, 2008). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (March 1, 2008 to August 31, 2008).

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

 

Beginning
Account Value

Ending
Account Value
August 31, 2008

Expenses Paid
During Period

Actual

$ 1,000.00

$ 1,020.90

$ .01 A

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,025.12

$ .01 B

A Actual expenses are equal to the Fund's annualized expense ratio of .0029%; multiplied by the average account value over the period, multiplied by 154/366 (to reflect the period March 31, 2008 to August 31, 2008).

B Hypothetical expenses are equal to the Fund's annualized expense ratio of .0029%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Summary (Unaudited)

Top Five Holdings as of August 31, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

HCA, Inc.

2.7

Texas Competitive Electric Holdings Co. LLC

2.7

Intelsat Jackson Holdings Ltd.

2.2

Chesapeake Energy Corp.

1.9

Constellation Brands, Inc.

1.8

 

11.3

Top Five Market Sectors as of August 31, 2008

 

% of fund's
net assets

Healthcare

10.5

Electric Utilities

9.8

Telecommunications

7.9

Technology

6.5

Energy

6.0

Quality Diversification (% of fund's net assets)

As of August 31, 2008

FID209

BBB 1.5%

 

FID211

BB 24.0%

 

FID213

B 52.6%

 

FID215

CCC,CC,C 13.2%

 

FID217

Not Rated 0.9%

 

FID219

Short-Term Investments and Net Other Assets 7.8%

 


FID221

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings.

Asset Allocation (% of fund's net assets)

As of August 31, 2008 *

FID209

Nonconvertible Bonds 80.8%

 

FID224

Convertible Bonds, Preferred Stocks 0.5%

 

FID226

Floating Rate Loans 10.9%

 

FID219

Short-Term Investments and Net Other Assets 7.8%

 

* Foreign investments 10.0%

 

FID229

Annual Report

Investments August 31, 2008

Showing Percentage of Net Assets

Corporate Bonds - 81.3%

 

Principal Amount

Value

Convertible Bonds - 0.5%

Energy - 0.3%

Chesapeake Energy Corp. 2.75% 11/15/35

$ 1,000,000

$ 1,399,400

Technology - 0.1%

Advanced Micro Devices, Inc. 6% 5/1/15

841,000

477,015

Telecommunications - 0.1%

Level 3 Communications, Inc. 6% 3/15/10

180,000

165,600

TOTAL CONVERTIBLE BONDS

2,042,015

Nonconvertible Bonds - 80.8%

Aerospace - 1.7%

Bombardier, Inc.:

6.3% 5/1/14 (d)

960,000

921,600

8% 11/15/14 (d)

4,165,000

4,289,950

Sequa Corp. 11.75% 12/1/15 (d)

2,140,000

1,808,300

TransDigm, Inc. 7.75% 7/15/14

230,000

224,250

 

7,244,100

Air Transportation - 0.2%

Continental Airlines, Inc.:

pass-thru trust certificates 6.903% 4/19/22

130,000

92,300

7.339% 4/19/14

210,000

158,550

Delta Air Lines, Inc. 8.3% 12/15/29 (a)

5,950,000

74,375

Delta Air Lines, Inc. pass-thru trust certificates 10.06% 1/2/16 (a)

32,208

29,954

Northwest Airlines, Inc. pass-thru trust certificates 7.691% 4/1/17

450,944

356,246

 

711,425

Automotive - 2.5%

Commercial Vehicle Group, Inc. 8% 7/1/13

230,000

198,950

Ford Motor Co. 7.45% 7/16/31

1,000,000

515,000

Ford Motor Credit Co. LLC:

7.2406% 4/15/12 (e)

480,000

451,200

7.8% 6/1/12

450,000

333,000

8% 12/15/16

155,000

111,600

9.875% 8/10/11

2,015,000

1,654,116

12% 5/15/15

365,000

306,600

General Motors Acceptance Corp.:

6.75% 12/1/14

1,885,000

1,036,750

6.875% 9/15/11

1,715,000

1,071,875

6.875% 8/28/12

1,785,000

1,047,161

7% 2/1/12

720,000

431,401

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Automotive - continued

General Motors Acceptance Corp.: - continued

8% 11/1/31

$ 300,000

$ 163,500

General Motors Corp.:

8.25% 7/15/23

760,000

370,500

8.375% 7/15/33

605,000

302,500

GMAC LLC 6.625% 5/15/12

540,000

313,200

Tenneco, Inc.:

8.125% 11/15/15

175,000

157,063

8.625% 11/15/14

2,650,000

2,239,250

The Goodyear Tire & Rubber Co. 8.625% 12/1/11

110,000

112,475

 

10,816,141

Broadcasting - 0.9%

Nexstar Broadcasting, Inc. 7% 1/15/14

2,110,000

1,709,100

Paxson Communications Corp. 6.0406% 1/15/12 (d)(e)

1,810,000

1,448,000

Umbrella Acquisition, Inc. 9.75% 3/15/15 pay-in-kind (d)(e)

1,290,000

919,125

 

4,076,225

Building Materials - 1.5%

Building Materials Corp. of America 7.75% 8/1/14

820,000

631,400

Coleman Cable, Inc. 9.875% 10/1/12

285,000

262,200

General Cable Corp.:

5.1663% 4/1/15 (e)

815,000

717,200

7.125% 4/1/17

110,000

104,500

Nortek, Inc.:

8.5% 9/1/14

2,040,000

1,264,800

10% 12/1/13 (d)

3,790,000

3,467,850

 

6,447,950

Cable TV - 4.4%

Cablevision Systems Corp. 7.1325% 4/1/09 (e)

1,075,000

1,084,406

Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp. 11% 10/1/15

2,925,000

2,179,125

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

8% 4/30/12 (d)

4,640,000

4,431,200

8.375% 4/30/14 (d)

115,000

109,825

10.875% 9/15/14 (d)

1,805,000

1,895,250

CSC Holdings, Inc.:

6.75% 4/15/12

200,000

196,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Cable TV - continued

CSC Holdings, Inc.: - continued

7.625% 4/1/11

$ 3,898,000

$ 3,917,490

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.375% 6/15/15

860,000

812,700

EchoStar Communications Corp.:

7% 10/1/13

500,000

476,250

7.125% 2/1/16

3,300,000

3,036,000

Videotron Ltd. 6.875% 1/15/14

990,000

959,063

 

19,097,309

Capital Goods - 0.4%

Baldor Electric Co. 8.625% 2/15/17

285,000

288,563

Esco Corp. 8.625% 12/15/13 (d)

125,000

126,250

RBS Global, Inc. / Rexnord Corp. 9.5% 8/1/14

300,000

293,250

SPX Corp. 7.625% 12/15/14 (d)

1,130,000

1,156,838

 

1,864,901

Chemicals - 2.0%

Airgas, Inc. 7.125% 10/1/18 (d)

510,000

513,825

Georgia Gulf Corp.:

9.5% 10/15/14

1,265,000

923,450

10.75% 10/15/16

540,000

270,000

Momentive Performance Materials, Inc. 9.75% 12/1/14

3,895,000

3,466,550

NOVA Chemicals Corp. 6.5% 1/15/12

645,000

586,950

Phibro Animal Health Corp. 10% 8/1/13 (d)

370,000

362,600

PolyOne Corp. 8.875% 5/1/12

2,525,000

2,543,938

Sterling Chemicals, Inc. 10.25% 4/1/15 (d)

240,000

241,800

 

8,909,113

Consumer Products - 1.1%

Jarden Corp. 7.5% 5/1/17

3,365,000

2,986,438

Riddell Bell Holdings, Inc. 8.375% 10/1/12

2,155,000

1,799,425

 

4,785,863

Containers - 1.3%

Berry Plastics Corp. 7.5406% 2/15/15 (e)

3,295,000

3,113,775

Berry Plastics Holding Corp. 8.875% 9/15/14

1,835,000

1,513,875

BWAY Corp. 10% 10/15/10

820,000

815,900

Owens-Brockway Glass Container, Inc. 8.25% 5/15/13

105,000

108,150

 

5,551,700

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Financial Services - 0.1%

Residential Capital LLC:

8.5% 5/15/10 (d)

$ 472,000

$ 323,320

9.625% 5/15/15 (d)

774,000

255,420

 

578,740

Diversified Media - 0.4%

Liberty Media Corp. 5.7% 5/15/13

1,375,000

1,220,312

Nielsen Finance LLC/Nielsen Finance Co. 10% 8/1/14

675,000

681,750

 

1,902,062

Electric Utilities - 7.5%

AES Corp.:

8% 10/15/17

2,225,000

2,186,063

8.75% 5/15/13 (d)

804,000

828,120

Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (d)

1,255,000

1,319,319

CMS Energy Corp. 8.5% 4/15/11

2,600,000

2,743,000

Dynegy Holdings, Inc. 7.75% 6/1/19

1,500,000

1,372,500

Edison Mission Energy 7.2% 5/15/19

3,605,000

3,469,813

Energy Future Holdings:

10.875% 11/1/17 (d)

1,720,000

1,758,700

11.25% 11/1/17 pay-in-kind (d)(e)

310,000

303,800

Mirant Americas Generation LLC 8.3% 5/1/11

1,490,000

1,516,075

Mirant North America LLC 7.375% 12/31/13

1,420,000

1,411,125

NRG Energy, Inc.:

7.25% 2/1/14

2,720,000

2,679,200

7.375% 2/1/16

2,055,000

2,019,038

NSG Holdings II, LLC 7.75% 12/15/25 (d)

610,000

585,600

Reliant Energy, Inc. 7.875% 6/15/17

3,815,000

3,681,475

Texas Competitive Electric Holdings Co. LLC Series A, 10.25% 11/1/15 (d)

6,910,000

6,892,725

 

32,766,553

Energy - 5.4%

Bristow Group, Inc. 7.5% 9/15/17

510,000

484,500

Chesapeake Energy Corp.:

6.5% 8/15/17

5,035,000

4,657,375

6.625% 1/15/16

25,000

23,656

6.875% 1/15/16

10,000

9,550

7% 8/15/14

25,000

24,500

7.5% 6/15/14

690,000

693,450

7.625% 7/15/13

1,150,000

1,161,500

Complete Production Services, Inc. 8% 12/15/16

505,000

496,163

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (d)

$ 1,105,000

$ 1,140,913

Forest Oil Corp. 7.25% 6/15/19

1,400,000

1,284,500

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (d)

1,720,000

1,713,550

Hilcorp Energy I LP/Hilcorp Finance Co.:

7.75% 11/1/15 (d)

400,000

362,000

9% 6/1/16 (d)

320,000

310,400

OPTI Canada, Inc. 8.25% 12/15/14

3,175,000

3,159,125

Petrohawk Energy Corp. 9.125% 7/15/13

1,710,000

1,692,900

Plains Exploration & Production Co. 7% 3/15/17

2,070,000

1,857,825

Pride International, Inc. 7.375% 7/15/14

480,000

484,800

Range Resources Corp. 7.375% 7/15/13

1,925,000

1,925,000

Southwestern Energy Co. 7.5% 2/1/18 (d)

940,000

951,750

Tesoro Corp. 6.25% 11/1/12

725,000

652,500

Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17

540,000

534,600

 

23,620,557

Environmental - 0.7%

Allied Waste North America, Inc.:

6.875% 6/1/17

200,000

196,750

7.125% 5/15/16

2,780,000

2,807,800

 

3,004,550

Food and Drug Retail - 0.7%

Rite Aid Corp.:

7.5% 3/1/17

700,000

582,750

9.5% 6/15/17

1,535,000

993,913

10.375% 7/15/16

355,000

339,469

Stater Brothers Holdings, Inc. 7.75% 4/15/15

550,000

522,500

SUPERVALU, Inc. 7.5% 11/15/14

830,000

821,700

 

3,260,332

Food/Beverage/Tobacco - 3.0%

Constellation Brands, Inc.:

7.25% 5/15/17

4,224,000

4,128,960

8.375% 12/15/14

3,600,000

3,708,000

Dean Foods Co.:

6.9% 10/15/17

550,000

495,000

7% 6/1/16

2,750,000

2,543,750

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Food/Beverage/Tobacco - continued

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

$ 1,655,000

$ 1,655,000

Smithfield Foods, Inc. 7.75% 7/1/17

380,000

336,300

 

12,867,010

Gaming - 2.8%

FireKeepers Development Authority 13.875% 5/1/15 (d)

350,000

321,125

Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp. 10.25% 6/15/15 (d)

300,000

135,000

Harrah's Operating Co., Inc. 10.75% 2/1/16 (d)

1,000,000

681,250

MGM Mirage, Inc.:

5.875% 2/27/14

5,430,000

4,357,575

7.5% 6/1/16

540,000

442,800

Mohegan Tribal Gaming Authority:

6.875% 2/15/15

870,000

609,000

7.125% 8/15/14

530,000

386,900

Penn National Gaming, Inc. 6.875% 12/1/11

1,400,000

1,330,000

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (d)

220,000

180,400

Snoqualmie Entertainment Authority 9.125% 2/1/15 (d)

250,000

183,125

Station Casinos, Inc.:

6% 4/1/12

2,035,000

1,404,150

7.75% 8/15/16

2,260,000

1,525,500

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

700,000

635,250

 

12,192,075

Healthcare - 9.2%

AMR HoldCo, Inc./EmCare HoldCo, Inc. 10% 2/15/15

460,000

481,850

Bausch & Lomb, Inc. 9.875% 11/1/15 (d)

1,790,000

1,839,225

Biomet, Inc. 10% 10/15/17

805,000

867,388

Carriage Services, Inc. 7.875% 1/15/15

680,000

618,800

Community Health Systems, Inc. 8.875% 7/15/15

5,180,000

5,173,784

DaVita, Inc.:

6.625% 3/15/13

1,760,000

1,720,400

7.25% 3/15/15

1,685,000

1,659,725

HCA, Inc.:

6.5% 2/15/16

1,285,000

1,055,306

9.125% 11/15/14

770,000

792,138

9.25% 11/15/16

4,755,000

4,903,594

9.625% 11/15/16 pay-in-kind

1,340,000

1,365,125

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

$ 1,705,000

$ 1,713,525

Senior Housing Properties Trust 7.875% 4/15/15

278,000

276,610

Service Corp. International:

6.75% 4/1/15

540,000

507,600

7.375% 10/1/14

500,000

487,500

7.5% 4/1/27

540,000

432,000

Skilled Healthcare Group, Inc. 11% 1/15/14

235,000

247,925

Tenet Healthcare Corp.:

9.25% 2/1/15

530,000

535,300

9.875% 7/1/14

4,175,000

4,237,625

U.S. Oncology, Inc. 9% 8/15/12

965,000

957,763

United Surgical Partners International, Inc. 9.25% 5/1/17 pay-in-kind

780,000

672,750

Universal Hospital Services, Inc.:

6.3025% 6/1/15 (e)

320,000

302,400

8.5% 6/1/15 pay-in-kind

270,000

267,300

Ventas Realty LP:

6.5% 6/1/16

3,870,000

3,637,800

6.75% 4/1/17

410,000

389,500

VWR Funding, Inc. 10.25% 7/15/15

5,640,000

5,132,400

 

40,275,333

Homebuilding/Real Estate - 1.7%

K. Hovnanian Enterprises, Inc.:

6.25% 1/15/15

710,000

447,300

11.5% 5/1/13 (d)

70,000

71,491

Realogy Corp. 10.5% 4/15/14

3,620,000

2,126,750

Rouse Co.:

5.375% 11/26/13

1,360,000

1,035,927

7.2% 9/15/12

640,000

556,440

Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (d)

3,795,000

3,111,900

 

7,349,808

Hotels - 0.6%

Host Hotels & Resorts LP 6.875% 11/1/14

1,650,000

1,480,875

Host Marriott LP 7.125% 11/1/13

1,000,000

932,500

 

2,413,375

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Insurance - 0.1%

USI Holdings Corp.:

6.6794% 11/15/14 (d)(e)

$ 330,000

$ 257,400

9.75% 5/15/15 (d)

130,000

104,000

 

361,400

Leisure - 0.1%

Six Flags Operations, Inc. 12.25% 7/15/16 (d)

243,000

227,205

Six Flags, Inc. 9.625% 6/1/14

547,000

311,790

 

538,995

Metals/Mining - 2.2%

FMG Finance Property Ltd.:

10% 9/1/13 (d)

450,000

472,500

10.625% 9/1/16 (d)

2,260,000

2,531,200

Foundation Pennsylvania Coal Co. 7.25% 8/1/14

530,000

530,000

Freeport-McMoRan Copper & Gold, Inc.:

5.8825% 4/1/15 (e)

530,000

532,650

8.25% 4/1/15

560,000

586,600

Massey Energy Co. 6.875% 12/15/13

2,000,000

1,950,000

Novelis, Inc. 7.25% 2/15/15

1,015,000

933,800

Peabody Energy Corp. 7.375% 11/1/16

1,790,000

1,830,275

 

9,367,025

Paper - 2.9%

Domtar Corp. 7.875% 10/15/11

2,600,000

2,671,500

Georgia-Pacific Corp.:

7% 1/15/15 (d)

1,360,000

1,275,000

7.125% 1/15/17 (d)

1,370,000

1,277,525

8.125% 5/15/11

1,120,000

1,125,600

9.5% 12/1/11

1,716,000

1,741,740

Graphic Packaging International, Inc.:

8.5% 8/15/11

1,405,000

1,355,825

9.5% 8/15/13

355,000

331,925

NewPage Corp. 10% 5/1/12

2,170,000

2,104,900

Rock-Tenn Co. 9.25% 3/15/16 (d)

265,000

275,600

Verso Paper Holdings LLC/Verso Paper, Inc.:

9.125% 8/1/14

355,000

332,813

11.375% 8/1/16

355,000

301,750

 

12,794,178

Publishing/Printing - 3.6%

Cadmus Communications Corp. 8.375% 6/15/14

445,000

347,100

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Publishing/Printing - continued

Cenveo Corp.:

7.875% 12/1/13

$ 3,665,000

$ 3,014,463

10.5% 8/15/16 (d)

745,000

733,825

Deluxe Corp. 7.375% 6/1/15

1,075,000

935,250

R.H. Donnelley Corp. 11.75% 5/15/15 (d)

585,000

429,975

The Reader's Digest Association, Inc. 9% 2/15/17

2,030,000

1,197,700

TL Acquisitions, Inc.:

0% 7/15/15 (c)(d)

800,000

581,000

10.5% 1/15/15 (d)

5,595,000

4,797,713

Valassis Communications, Inc. 8.25% 3/1/15

4,210,000

3,504,825

 

15,541,851

Railroad - 0.1%

Kansas City Southern Railway Co. 8% 6/1/15

565,000

576,300

Restaurants - 0.5%

Carrols Corp. 9% 1/15/13

920,000

770,500

Landry's Restaurants, Inc. 9.5% 12/15/14

775,000

767,250

OSI Restaurant Partners, Inc. 10% 6/15/15

1,220,000

671,000

 

2,208,750

Services - 3.6%

ARAMARK Corp.:

6.3006% 2/1/15 (e)

1,285,000

1,195,050

8.5% 2/1/15

2,680,000

2,700,100

Ashtead Capital, Inc. 9% 8/15/16 (d)

315,000

285,863

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

5.3044% 5/15/14 (e)

1,540,000

1,108,800

7.625% 5/15/14

1,025,000

748,250

7.75% 5/15/16

1,930,000

1,341,350

Corrections Corp. of America 6.25% 3/15/13

1,170,000

1,140,750

Hertz Corp. 8.875% 1/1/14

4,375,000

4,068,750

Iron Mountain, Inc.:

6.625% 1/1/16

155,000

146,088

8% 6/15/20

1,460,000

1,416,200

8.625% 4/1/13

190,000

190,950

Penhall International Corp. 12% 8/1/14 (d)

190,000

133,000

United Rentals North America, Inc.:

7% 2/15/14

470,000

354,850

7.75% 11/15/13

1,275,000

1,000,875

 

15,830,876

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Shipping - 1.3%

Hornbeck Offshore Services, Inc. 6.125% 12/1/14

$ 1,780,000

$ 1,691,000

Navios Maritime Holdings, Inc. 9.5% 12/15/14

635,000

606,425

Ship Finance International Ltd. 8.5% 12/15/13

2,310,000

2,286,900

Teekay Corp. 8.875% 7/15/11

1,110,000

1,171,050

 

5,755,375

Specialty Retailing - 2.7%

Asbury Automotive Group, Inc. 7.625% 3/15/17

2,696,000

1,927,640

Dollar General Corp. 10.625% 7/15/15

820,000

822,050

Michaels Stores, Inc. 10% 11/1/14

3,335,000

2,484,575

Sally Holdings LLC:

9.25% 11/15/14

5,175,000

5,200,875

10.5% 11/15/16

360,000

363,600

United Auto Group, Inc. 7.75% 12/15/16

1,160,000

948,300

 

11,747,040

Steels - 0.3%

California Steel Industries, Inc. 6.125% 3/15/14

550,000

473,000

Steel Dynamics, Inc. 7.375% 11/1/12

870,000

852,600

 

1,325,600

Super Retail - 1.7%

Asbury Automotive Group, Inc. 8% 3/15/14

3,730,000

2,909,400

Couche Tard U.S. LP/Couche Tard Financing Corp. 7.5% 12/15/13

920,000

857,900

GSC Holdings Corp./Gamestop, Inc. 8% 10/1/12

1,000,000

1,040,000

Sonic Automotive, Inc. 8.625% 8/15/13

2,145,000

1,630,200

Toys 'R' US, Inc. 7.875% 4/15/13

1,280,000

1,008,000

 

7,445,500

Technology - 5.9%

Amkor Technology, Inc. 9.25% 6/1/16

450,000

437,625

Avago Technologies Finance Ltd. 10.125% 12/1/13

1,000,000

1,080,000

First Data Corp. 9.875% 9/24/15 (d)

935,000

808,775

Freescale Semiconductor, Inc.:

6.6513% 12/15/14 (e)

1,075,000

790,125

8.875% 12/15/14

2,930,000

2,377,109

9.125% 12/15/14 pay-in-kind

2,230,000

1,731,149

IKON Office Solutions, Inc. 7.75% 9/15/15

1,460,000

1,587,750

Jabil Circuit, Inc. 8.25% 3/15/18

2,330,000

2,341,137

Lucent Technologies, Inc.:

6.45% 3/15/29

1,130,000

779,700

6.5% 1/15/28

480,000

331,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

Nortel Networks Corp.:

7.0406% 7/15/11 (e)

$ 1,405,000

$ 1,303,138

10.125% 7/15/13

460,000

427,800

10.75% 7/15/16

2,865,000

2,650,125

NXP BV:

5.5406% 10/15/13 (e)

1,310,000

1,028,350

7.875% 10/15/14

505,000

414,100

Serena Software, Inc. 10.375% 3/15/16

355,000

330,150

SunGard Data Systems, Inc. 9.125% 8/15/13

4,030,000

4,070,300

Xerox Capital Trust I 8% 2/1/27

3,325,000

3,192,000

 

25,680,533

Telecommunications - 7.4%

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

1,225,000

1,280,125

Cricket Communications, Inc.:

9.375% 11/1/14

1,675,000

1,660,344

10% 7/15/15 (d)

1,780,000

1,797,800

Digicel Group Ltd.:

8.875% 1/15/15 (d)

785,000

732,013

9.125% 1/15/15 pay-in-kind (d)(e)

4,429,000

4,130,043

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16 (d)

8,020,000

8,040,034

11.5% 6/15/16 (d)

145,000

151,525

Intelsat Subsidiary Holding Co. Ltd. 8.875% 1/15/15 (d)

1,345,000

1,329,936

Level 3 Financing, Inc.:

6.845% 2/15/15 (e)

540,000

433,350

8.75% 2/15/17

1,540,000

1,339,800

9.25% 11/1/14

1,005,000

922,088

MetroPCS Wireless, Inc. 9.25% 11/1/14

765,000

758,306

Nextel Communications, Inc. 7.375% 8/1/15

1,205,000

979,063

Qwest Capital Funding, Inc. 7% 8/3/09

1,340,000

1,340,000

Qwest Corp.:

6.0263% 6/15/13 (e)

2,060,000

1,905,500

8.875% 3/15/12

455,000

458,413

Sprint Capital Corp. 6.9% 5/1/19

2,670,000

2,476,425

Wind Acquisition Finance SA 10.75% 12/1/15 (d)

375,000

384,375

Windstream Corp.:

7% 3/15/19

910,000

800,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Windstream Corp.: - continued

8.125% 8/1/13

$ 365,000

$ 359,525

8.625% 8/1/16

765,000

753,525

 

32,032,990

Textiles & Apparel - 0.3%

Hanesbrands, Inc. 6.5081% 12/15/14 (d)(e)

1,395,000

1,210,163

TOTAL NONCONVERTIBLE BONDS

352,151,698

TOTAL CORPORATE BONDS

(Cost $373,466,377)

354,193,713

Commercial Mortgage Securities - 0.0%

 

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 1.8407% 8/1/24 (d)(e)
(Cost $164,186)

179,606

125,724

Common Stocks - 0.0%

Shares

 

Air Transportation - 0.0%

Delta Air Lines, Inc. (a)
(Cost $526,854)

26,230

213,250

Floating Rate Loans (f) - 10.9%

 

Principal Amount

 

Aerospace - 0.4%

Sequa Corp. term loan 5.8563% 12/3/14 (e)

$ 1,910,626

1,815,095

Broadcasting - 0.8%

Univision Communications, Inc. Tranche 1LN, term loan 5.0288% 9/29/14 (e)

4,560,000

3,665,100

Cable TV - 1.3%

Charter Communications Operating LLC Tranche B 1LN, term loan 4.7997% 3/6/14 (e)

4,647,199

4,054,681

CSC Holdings, Inc. Tranche B, term loan 4.2138% 3/31/13 (e)

1,759,784

1,671,795

 

5,726,476

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Capital Goods - 0.1%

Dresser, Inc. Tranche 2LN, term loan 8.5569% 5/4/15 pay-in-kind (e)

$ 660,000

$ 635,250

Chemicals - 0.3%

Georgia Gulf Corp. term loan 4.9613% 10/3/13 (e)

1,029,688

975,629

MacDermid, Inc. Tranche B, term loan 4.8006% 4/12/14 (e)

393,951

362,435

 

1,338,064

Electric Utilities - 2.3%

Calpine Corp. Tranche D, term loan 5.685% 3/29/14 (e)

5,771,000

5,338,175

Texas Competitive Electric Holdings Co. LLC:

Tranche B1, term loan 6.2204% 10/10/14 (e)

855,689

796,861

Tranche B2, term loan 6.2129% 10/10/14 (e)

4,131,710

3,852,820

 

9,987,856

Energy - 0.3%

CCS, Inc. Tranche B term loan 5.4688% 11/14/14 (e)

1,291,391

1,136,424

Food and Drug Retail - 0.2%

Rite Aid Corp. Tranche ABL, term loan 4.2233% 6/4/14 (e)

997,500

887,775

Healthcare - 1.3%

Bausch & Lomb, Inc. term loan:

4.1304% 4/26/15 (e)(g)

91,000

87,815

6.0506% 4/26/15 (e)

362,180

349,504

Community Health Systems, Inc.:

term loan 4.9776% 7/25/14 (e)

907,024

856,004

Tranche DD, term loan 7/25/14 (g)

46,404

43,794

DaVita, Inc. Tranche B1, term loan 4.0937% 10/5/12 (e)

280,000

270,900

HCA, Inc. Tranche B, term loan 5.0506% 11/17/13 (e)

4,242,835

3,977,657

 

5,585,674

Publishing/Printing - 1.1%

Education Media and Publishing Group Ltd. Tranche 2LN, term loan 11.9638% 12/12/14 (e)

4,620,000

3,696,000

Thomson Learning, Inc. term loan 4.97% 7/5/14 (e)

992,500

863,475

 

4,559,475

Services - 0.9%

ARAMARK Corp.:

Credit-Linked Deposit 4.6756% 1/26/14 (e)

58,426

55,213

term loan 4.6756% 1/26/14 (e)

919,664

869,083

Floating Rate Loans (f) - continued

 

Principal Amount

Value

Services - continued

RSC Equipment Rental Tranche 2LN, term loan 6.3% 11/30/13 (e)

$ 3,110,000

$ 2,519,100

ServiceMaster Co.:

term loan 5.264% 7/24/14 (e)

622,413

494,818

Tranche DD, term loan 5.22% 7/24/14 (e)

61,827

49,153

5.425% 7/24/14 (e)

39,032

31,031

 

4,018,398

Specialty Retailing - 0.3%

Michaels Stores, Inc. term loan 4.75% 10/31/13 (e)

1,769,536

1,358,119

Super Retail - 0.7%

Dollar General Corp. Tranche B1, term loan 5.5293% 7/6/14 (e)

1,090,000

1,000,075

Neiman Marcus Group, Inc. term loan 4.4219% 4/6/13 (e)

450,000

420,750

Toys 'R' US, Inc. term loan 5.4638% 12/9/08 (e)

1,730,000

1,608,900

 

3,029,725

Technology - 0.5%

First Data Corp. Tranche B1, term loan 5.2521% 9/24/14 (e)

580,429

532,543

Flextronics International Ltd. Tranche B-B, term loan 5.0413% 10/1/12 (e)

1,131,450

1,046,591

Freescale Semiconductor, Inc. term loan 4.2138% 12/1/13 (e)

658,329

590,850

 

2,169,984

Telecommunications - 0.4%

Intelsat Jackson Holdings Ltd. term loan 5.7831% 2/1/14 (e)

1,785,000

1,526,175

Level 3 Communications, Inc. term loan 4.9455% 3/13/14 (e)

100,000

90,625

MetroPCS Wireless, Inc. Tranche B, term loan 4.9488% 11/3/13 (e)

118,791

113,445

 

1,730,245

TOTAL FLOATING RATE LOANS

(Cost $49,476,622)

47,643,660

Money Market Funds - 5.9%

Shares

Value

Fidelity Cash Central Fund, 2.31% (b)
(Cost $25,526,762)

25,526,762

$ 25,526,762

TOTAL INVESTMENT PORTFOLIO - 98.1%

(Cost $449,160,801)

427,703,109

NET OTHER ASSETS - 1.9%

8,133,889

NET ASSETS - 100%

$ 435,836,998

Legend

(a) Non-income producing

(b) 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.

(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 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 $77,053,740 or 17.7% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) 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.

(g) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $82,804 and $78,920, respectively. The coupon rate will be determined at time of settlement.

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

$ 261,265

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

90.0%

Bermuda

4.2%

Canada

4.0%

Others (individually less than 1%)

1.8%

 

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, 2008

 

 

 

Assets

Investment in securities, at value -
See accompanying schedule:

Unaffiliated issuers (cost $423,634,039)

$ 402,176,347

 

Fidelity Central Funds (cost $25,526,762)

25,526,762

 

Total Investments (cost $449,160,801)

 

$ 427,703,109

Cash

2,983,634

Receivable for investments sold

141,672

Interest receivable

8,212,331

Distributions receivable from Fidelity Central Funds

57,400

Total assets

439,098,146

 

 

 

Liabilities

Payable for investments purchased

$ 3,259,622

Other payables and accrued expenses

1,526

Total liabilities

3,261,148

 

 

 

Net Assets

$ 435,836,998

Net Assets consist of:

 

Paid in capital

$ 457,294,690

Net unrealized appreciation (depreciation) on investments

(21,457,692 )

Net Assets , for 4,419,153 shares outstanding

$ 435,836,998

Net Asset Value , offering price and redemption price per share ($435,836,998 ÷ 4,419,153 shares)

$ 98.62

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

  

For the period March 31, 2008
(commencement of operations) to
August 31, 2008

 

  

  

Investment Income

  

  

Dividends

 

$ 20,179

Interest

 

15,780,668

Income from Fidelity Central Funds

 

261,265

Total income

 

16,062,112

 

 

 

Expenses

Custodian fees and expenses

$ 5,274

Independent directors' compensation

765

Total expenses before reductions

6,039

Expense reductions

(2,648 )

3,391

Net investment income

16,058,721

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(3,257,522)

Change in net unrealized appreciation (depreciation) on investment securities

(4,177,145 )

Net gain (loss)

(7,434,667 )

Net increase (decrease) in net assets resulting from operations

$ 8,624,054

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

For the period
March 31, 2008
(commencement
of operations) to
August 31, 2008

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income

$ 16,058,721

Net realized gain (loss)

(3,257,522)

Change in net unrealized appreciation (depreciation)

(4,177,145 )

Net increase (decrease) in net assets resulting from operations

8,624,054

Distributions to partners from net investment income

(14,849,632 )

Affiliated share transactions
Proceeds from sales of shares

11,209,702

Contributions in-kind

426,190,204

Reinvestment of distributions

14,849,629

Cost of shares redeemed

(10,186,959 )

Net increase (decrease) in net assets resulting from share transactions

442,062,576

Total increase (decrease) in net assets

435,836,998

 

 

Net Assets

Beginning of period

-

End of period

$ 435,836,998

Other Information

Shares

Sold

110,901

Issued for in-kind contributions

4,261,902

Issued in reinvestment of distributions

147,351

Redeemed

(101,001 )

Net increase (decrease)

4,419,153

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Year ended August 31,
2008 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 100.00

Income from Investment Operations

 

Net investment income D

  3.708

Net realized and unrealized gain (loss)

  (1.658 )

Total from investment operations

  2.050

Distributions to partners from net investment income

  (3.430 )

Net asset value, end of period

$ 98.62

Total Return B, C

  2.09%

Ratios to Average Net Assets E, I

 

Expenses before reductions

  -% A, G

Expenses net of fee waivers, if any

  -% A, G

Expenses net of all reductions

  -% A, G

Net investment income

  8.73% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 435,837

Portfolio turnover rate F

  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, 2008

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 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. The following summarizes the significant accounting policies of the Fund:

Annual Report

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. Wherever possible, the Fund uses independent pricing services approved by the Board of Directors to value its investments. Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type 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. 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. 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 collectibility 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.

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. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 6,126,208

Unrealized depreciation

(25,737,448 )

Net unrealized appreciation (depreciation)

$ (19,611,240 )

Cost for federal income tax purposes

$ 447,314,349

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements. The Fund will adopt the provisions of SFAS 157 effective for the fiscal year beginning September 1, 2008.

Annual Report

4. 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.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and in-kind transactions, aggregated $90,941,960 and $59,004,629, 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.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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) in exchange 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.

At the end of the period, mutual funds managed by FMR or its affiliates were the owners of record of all the outstanding shares of the Fund.

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 $765.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,883.

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.

9. Credit Risk.

The Fund invests a portion of its assets, directly or indirectly, in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market's perception of credit quality on structured securities have resulted in increased volatility of market price and periods of decreased market activity that have adversely impacted the valuation of certain issuers of the Fund.

Subsequent to period end, Lehman Brothers Holdings, Inc. (LBHI) and certain of its affiliates sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. During this period, the

Annual Report

9. Credit Risk - continued

Fund had outstanding securities trades with counterparties affiliated with LBHI. As a result of these events, LBHI's affiliates are unable to fulfill their commitments and, in certain cases, the Fund may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. FMR believes that the financial impact to the Fund relating to these events is immaterial.

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, 2008, and the related statement of operations, the statement of changes in net assets and the financial highlights 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 audit.

We conducted our audit 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 audit 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, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides 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, 2008, the results of its operations, the changes in its net assets and its financial highlights 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 21, 2008

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 Edward C. Johnson 3rd and James C. Curvey, each of the Trustees oversees 218 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 376 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 (78)

 

Year of Election or Appointment: 2004

Mr. Johnson is Chairman of the Board of Trustees. 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 (73)

 

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. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

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 (60)

 

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). 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 (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). 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. He also is 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 (63)

 

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 firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also 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 and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she 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 (69)

 

Year of Election or Appointment: 2004

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 (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he 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 firm, 2005-present). He 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 (59)

 

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 holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (57)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-
present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he 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 firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 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 (64)

 

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Central Investment Portfolios LLC. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of High Income Central Fund 2. Mr. Robins also serves as President and Treasurer of Fidelity's Equity and High Income Funds (2008-present) and is an employee of FMR (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).

Thomas C. Hense (44)

 

Year of Election or Appointment: 2008

Vice President of High Income Central Fund 2. Mr. Hense also serves as Vice President of Fidelity's High Income and Small Cap Funds (2008-
present). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of High Income Central Fund 2. Mr. Goebel also serves as Secretary and CLO of other Fidelity funds (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present); and Deputy General Counsel of FMR LLC. 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).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

Assistant Secretary of High Income Central Fund 2. Mr. McGinty also serves as Assistant Secretary of Fidelity's other Equity and High Income Funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of Fidelity Distributors Corporation (FDC) (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of High Income Central Fund 2. Ms. Laurent also serves as AML Officer of other Fidelity funds (2008-
present) and is an employee of FMR LLC. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (49)

 

Year of Election or Appointment: 2008

Chief Financial Officer of High Income Central Fund 2. Ms. Reynolds also serves as Chief Financial Officer of other Fidelity funds (2008-
present). Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of High Income Central Fund 2. Mr. Rathgeber also serves as Chief Compliance Officer of Fidelity's Equity and High Income Funds (2004-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present).

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2008

Deputy Treasurer of High Income Central Fund 2. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of High Income Central Fund 2. Mr. Deberghes also serves as Deputy Treasurer of Fidelity's Equity and High Income Funds (2008-present) and is an employee of FMR (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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2008

Assistant Treasurer of High Income Central Fund 2. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2008

Assistant Treasurer of High Income Central Fund 2. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004-present) and is an employee of FMR.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2008

Assistant Treasurer of High Income Central Fund 2. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). 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 (50)

 

Year of Election or Appointment: 2008

Assistant Treasurer of High Income Central Fund 2. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity High Income Central Fund 2

On March 20, 2008, the Board of Directors, including the Independent Directors (together, the Board), voted to approve 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, considered a broad range of information.

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 background of the fund's portfolio managers and the fund's investment objective and discipline.

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.

Administrative Services . The Board considered 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. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

Investment Performance . The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute and relative investment performance. The Board noted that the fund is designed as an investment option for other investment companies 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 by Fidelity 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 projected total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider 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.

Economies of Scale. The Board concluded that the realization of economies of scale was not relevant to the approval of Advisory Contracts because the fund pays no advisory fees and FMR bears all other 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 Advisory Contracts, the Board received additional information on the benefits of pooled investments such as the fund. The Board received information explaining that the fund is a centralized vehicle for the management of securities on a pooled basis and that it is expected to improve portfolio management efficiency for those Fidelity funds that invest in it. The Board noted that those Fidelity funds investing in the fund will benefit because combining subportfolios into one centralized fund, such as the fund, should reduce the effect of cash flows overall, potentially reducing portfolio transaction costs for the investing funds. The Board also noted that, for investing funds with smaller subportfolios, the fund can provide better diversification for the investing funds by taking advantage of the larger asset base in a centralized fund.

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 approved.

High Income Central Fund 2

Each year, typically in July, 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. At the time of the renewal, the Board had 12 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

At its July 2008 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. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

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. The Board noted that Fidelity's analysts have access to a variety of technological tools 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.

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. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

Annual Report

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.

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 the results 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

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, 2008

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 (search for "proxy voting guidelines") 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-1008
1.820817.103

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, 2008

Past 1
year

Life of
Fund
A

Fidelity® Specialized High Income Central Fund

2.39%

4.33%

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.


FID231

Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Conti, Portfolio Manager of Fidelity® Specialized High Income Central Fund

The performance of the high-yield market was hampered by volatility during the 12 months that ended August 31, 2008. Issues that held back high-yield bonds included the continued fallout from difficulties among subprime mortgages; a downturn in U.S. economic growth; concerns about corporate business fundamentals; and problems in the financial sector. The default rate - which began the period at historically low levels - increased during the year. Technical factors of supply and demand also restrained the market, which began 2008 with a large overhang of new issuance at the same time that increased aversion to risk subdued demand from investors. Corporate earnings that generally met expectations, along with several moves by the Federal Reserve Board - including its help in rescuing investment bank Bear Stearns - improved the tone of the high-yield market in April and May. However, this rally proved to be temporary, as weak economic data from June through August once again made investors extremely hesitant about risk. Against this backdrop, the Merrill Lynch® U.S. High Yield Master II - BB Rated Constrained Index returned 1.70% during the period.

For the 12 months that ended August 31, 2008, the fund returned 2.39%, outperforming the Merrill Lynch index. The fund's relative performance was bolstered by underweighting diversified financial services companies; not owning banks and thrifts; positive security selection and an overweighting in metals/mining; successful bond selection and an underweighting in broadcasting; and favorable security selection and an underweighting in homebuilding/real estate. Conversely, results were dampened by less-successful security selection and an overweighting in air transportation; overweighting casino gaming issues; and unfavorable bond selection and an underweighting in telecommunications. Top contributors to the fund's relative performance included underweighted positions in diversified real estate finance company Residential Capital and casino operator Harrah's, both no longer held; not owning broadcaster Clear Channel Communications or bank/thrift Washington Mutual, both index constituents; and our holdings in business advisory services provider FTI Consulting and health care services operator HCA, the latter of which was not part of the benchmark. On the downside, investments in car rental company Avis, casino operators MGM Mirage and Mohegan Tribal Gaming, and technology hardware firm Alcatel-Lucent detracted, as did untimely ownership of telecommunication services provider Sprint Nextel.

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, 2008 to August 31, 2008).

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.

 

Beginning
Account Value
March 1, 2008

Ending
Account Value
August 31, 2008

Expenses Paid
During Period
*
March 1, 2008
to August 31, 2008

Actual

$ 1,000.00

$ 1,004.90

$ -

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,025.14

$ -

* Expenses are equal to the Fund's annualized expense ratio of .0001%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of August 31, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

3.7

3.3

MGM Mirage, Inc.

3.7

3.9

Royal Caribbean Cruises Ltd.

3.0

2.1

Freeport-McMoRan Copper & Gold, Inc.

2.7

2.8

Host Marriott Lp

2.4

2.0

 

15.5

 

Top Five Market Sectors as of August 31, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Gaming

9.7

10.4

Energy

9.2

12.1

Electric Utilities

7.3

4.9

Healthcare

7.1

7.8

Technology

6.9

8.1

Quality Diversification (% of fund's net assets)

As of August 31, 2008

As of February 29, 2008

FID233

BBB 4.0%

 

FID209

BBB 3.5%

 

FID236

BB 71.2%

 

FID224

BB 78.8%

 

FID239

B 19.8%

 

FID241

B 13.1%

 

FID243

Short-Term
Investments and
Net Other Assets 5.0%

 

FID219

Short-Term
Investments and
Net Other Assets 4.6%

 

FID246

We have used ratings from Moody's ® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ® ratings.

Asset Allocation (% of fund's net assets)

As of August 31, 2008 *

As of February 29, 2008 **

FID248

Nonconvertible
Bonds 89.7%

 

FID209

Nonconvertible
Bonds 90.4%

 

FID236

Convertible Bonds 0.5%

 

FID224

Convertible Bonds 0.5%

 

FID253

Floating Rate Loans 4.8%

 

FID226

Floating Rate Loans 4.5%

 

FID243

Short-Term
Investments and
Net Other Assets 5.0%

 

FID219

Short-Term
Investments and
Net Other Assets 4.6%

 

* Foreign investments

20.4%

 

** Foreign investments

18.4%

 

FID258

Annual Report

Investments August 31, 2008

Showing Percentage of Net Assets

Corporate Bonds - 90.2%

 

Principal Amount

Value

Convertible Bonds - 0.5%

Energy - 0.2%

Chesapeake Energy Corp. 2.5% 5/15/37

$ 690,000

$ 929,223

Technology - 0.3%

Lucent Technologies, Inc. 2.875% 6/15/25

1,526,000

1,170,350

TOTAL CONVERTIBLE BONDS

2,099,573

Nonconvertible Bonds - 89.7%

Aerospace - 2.4%

BE Aerospace, Inc. 8.5% 7/1/18

280,000

291,900

Bombardier, Inc.:

6.3% 5/1/14 (a)

2,610,000

2,505,600

7.45% 5/1/34 (a)

2,200,000

2,101,000

8% 11/15/14 (a)

4,685,000

4,825,550

 

9,724,050

Air Transportation - 2.8%

American Airlines, Inc. pass-thru trust certificates:

6.817% 5/23/11

3,265,000

2,530,375

6.977% 11/23/22

826,659

537,328

7.324% 4/15/11

365,000

332,150

8.608% 10/1/12

1,120,000

940,800

Continental Airlines, Inc. pass-thru trust certificates:

6.903% 4/19/22

795,000

564,450

7.566% 9/15/21

267,347

232,592

7.73% 9/15/12

47,010

41,016

7.875% 7/2/18

1,683,318

1,127,823

8.388% 5/1/22

88,984

71,187

9.558% 9/1/19

243,482

175,307

9.798% 4/1/21

1,649,815

1,385,845

Delta Air Lines, Inc. pass-thru trust certificates 8.021% 8/10/22

2,512,452

1,884,339

Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17

1,035,000

828,000

United Air Lines, Inc. pass-thru trust certificates Class B, 7.336% 7/2/19

1,384,198

955,097

 

11,606,309

Automotive - 0.1%

Tenneco, Inc. 8.125% 11/15/15

455,000

408,363

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Building Materials - 0.2%

Belden, Inc. 7% 3/15/17

$ 235,000

$ 222,663

Texas Industries, Inc. 7.25% 7/15/13 (a)

505,000

472,175

 

694,838

Cable TV - 4.8%

CSC Holdings, Inc.:

6.75% 4/15/12

2,305,000

2,258,900

7.625% 4/1/11

860,000

864,300

8.5% 6/15/15 (a)

1,250,000

1,256,250

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

6.375% 6/15/15

2,780,000

2,627,100

7.625% 5/15/16 (a)

800,000

798,000

8.375% 3/15/13

2,000,000

2,067,500

EchoStar Communications Corp.:

6.375% 10/1/11

2,835,000

2,767,669

7% 10/1/13

4,920,000

4,686,300

7.125% 2/1/16

560,000

515,200

Videotron Ltd. 9.125% 4/15/18 (a)

1,960,000

2,058,000

 

19,899,219

Capital Goods - 3.5%

Case Corp. 7.25% 1/15/16

560,000

542,500

Leucadia National Corp.:

7% 8/15/13

3,525,000

3,436,875

7.125% 3/15/17

6,035,000

5,733,250

Terex Corp. 8% 11/15/17

4,520,000

4,480,676

 

14,193,301

Chemicals - 2.0%

Chemtura Corp. 6.875% 6/1/16

935,000

788,953

NOVA Chemicals Corp.:

5.9525% 11/15/13 (b)

2,695,000

2,321,069

6.5% 1/15/12

5,695,000

5,182,450

 

8,292,472

Containers - 1.0%

Berry Plastics Corp. 7.5406% 2/15/15 (b)

725,000

685,125

Greif, Inc. 6.75% 2/1/17

3,580,000

3,472,600

 

4,157,725

Diversified Financial Services - 0.3%

Sprint Capital Corp. 8.75% 3/15/32

1,345,000

1,308,013

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Media - 0.2%

Lamar Media Corp.:

Series B, 6.625% 8/15/15

$ 285,000

$ 252,938

6.625% 8/15/15

550,000

488,125

 

741,063

Electric Utilities - 6.3%

AES Corp.:

7.75% 3/1/14

3,370,000

3,319,450

8% 10/15/17

1,415,000

1,390,238

Aquila, Inc. 11.875% 7/1/12 (b)

95,000

109,725

Edison Mission Energy:

7% 5/15/17

2,050,000

1,962,875

7.2% 5/15/19

4,030,000

3,878,875

7.625% 5/15/27

1,765,000

1,597,325

Intergen NV 9% 6/30/17 (a)

4,410,000

4,498,200

IPALCO Enterprises, Inc. 7.25% 4/1/16 (a)

3,035,000

3,004,650

NSG Holdings II, LLC 7.75% 12/15/25 (a)

4,385,000

4,209,600

Reliant Energy, Inc.:

7.625% 6/15/14

860,000

834,200

7.875% 6/15/17

860,000

829,900

Tenaska Alabama Partners LP 7% 6/30/21 (a)

244,658

228,755

 

25,863,793

Energy - 9.0%

Chesapeake Energy Corp.:

6.5% 8/15/17

3,390,000

3,135,750

6.875% 1/15/16

2,845,000

2,716,975

7.5% 6/15/14

1,495,000

1,502,475

7.625% 7/15/13

710,000

717,100

Compagnie Generale de Geophysique SA:

7.5% 5/15/15

850,000

843,625

7.75% 5/15/17

1,885,000

1,870,863

Complete Production Services, Inc. 8% 12/15/16

395,000

388,088

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (a)

595,000

614,338

El Paso Performance-Linked Trust 7.75% 7/15/11 (a)

1,940,000

1,954,550

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (a)

695,000

692,394

Newfield Exploration Co. 7.125% 5/15/18

695,000

653,300

OPTI Canada, Inc.:

7.875% 12/15/14

2,335,000

2,308,848

8.25% 12/15/14

1,485,000

1,477,575

Pan American Energy LLC 7.75% 2/9/12 (a)

6,165,000

6,010,875

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Pioneer Natural Resources Co. 6.65% 3/15/17

$ 2,985,000

$ 2,723,813

Plains Exploration & Production Co. 7% 3/15/17

4,465,000

4,007,338

Range Resources Corp.:

6.375% 3/15/15 (Reg. S)

570,000

537,225

7.375% 7/15/13

1,000,000

1,000,000

7.5% 5/15/16

580,000

575,650

Southwestern Energy Co. 7.5% 2/1/18 (a)

520,000

526,500

Tesoro Corp. 6.5% 6/1/17

3,230,000

2,705,125

 

36,962,407

Environmental - 1.2%

Allied Waste North America, Inc.:

6.875% 6/1/17

3,820,000

3,757,925

7.125% 5/15/16

300,000

303,000

Browning-Ferris Industries, Inc. 7.4% 9/15/35

815,000

757,950

 

4,818,875

Food and Drug Retail - 0.2%

Rite Aid Corp. 7.5% 3/1/17

1,145,000

953,213

Food/Beverage/Tobacco - 3.3%

Constellation Brands, Inc.:

7.25% 9/1/16

2,155,000

2,111,900

7.25% 5/15/17

3,080,000

3,010,700

8.375% 12/15/14

1,245,000

1,282,350

Smithfield Foods, Inc. 7.75% 7/1/17

8,170,000

7,230,450

 

13,635,400

Gaming - 9.7%

Boyd Gaming Corp. 7.75% 12/15/12

350,000

313,250

Chukchansi Economic Development Authority:

6.3275% 11/15/12 (a)(b)

150,000

121,500

8% 11/15/13 (a)

720,000

583,200

Mashantucket Western Pequot Tribe 8.5% 11/15/15 (a)

2,290,000

1,683,150

MGM Mirage, Inc.:

5.875% 2/27/14

2,240,000

1,797,600

6.625% 7/15/15

1,325,000

1,060,000

6.75% 9/1/12

5,585,000

4,844,988

6.75% 4/1/13

145,000

123,250

6.875% 4/1/16

3,540,000

2,832,000

7.625% 1/15/17

5,420,000

4,356,325

Mohegan Tribal Gaming Authority:

6.125% 2/15/13

1,500,000

1,260,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Gaming - continued

Mohegan Tribal Gaming Authority: - continued

6.375% 7/15/09

$ 4,380,000

$ 4,248,600

7.125% 8/15/14

4,717,000

3,443,410

Scientific Games Corp.:

6.25% 12/15/12

1,880,000

1,771,900

7.875% 6/15/16 (a)

1,040,000

1,019,200

Seminole Hard Rock Entertainment, Inc. 5.2763% 3/15/14 (a)(b)

1,765,000

1,394,350

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

1,450,000

1,297,750

7.25% 5/1/12

3,270,000

2,926,650

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:

6.625% 12/1/14

1,350,000

1,225,125

6.625% 12/1/14

3,675,000

3,344,250

 

39,646,498

Healthcare - 6.3%

FMC Finance III SA 6.875% 7/15/17

2,520,000

2,419,200

HCA, Inc.:

9.125% 11/15/14

2,830,000

2,911,363

9.25% 11/15/16

5,075,000

5,233,594

9.625% 11/15/16 pay-in-kind

6,295,000

6,413,031

Omega Healthcare Investors, Inc.:

7% 4/1/14

3,290,000

3,150,175

7% 1/15/16

820,000

764,650

Service Corp. International 7.5% 4/1/27

1,720,000

1,376,000

Ventas Realty LP:

6.5% 6/1/16

830,000

780,200

6.625% 10/15/14

1,795,000

1,718,713

6.75% 4/1/17

1,005,000

954,750

 

25,721,676

Homebuilding/Real Estate - 4.1%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13

9,075,000

7,929,281

8.125% 6/1/12

2,010,000

1,871,813

D.R. Horton, Inc. 6.5% 4/15/16

1,365,000

1,092,000

K. Hovnanian Enterprises, Inc. 11.5% 5/1/13 (a)

1,785,000

1,823,021

KB Home:

6.25% 6/15/15

3,060,000

2,555,100

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Homebuilding/Real Estate - continued

KB Home: - continued

6.375% 8/15/11

$ 1,475,000

$ 1,357,000

Pulte Homes, Inc. 5.25% 1/15/14

345,000

293,250

 

16,921,465

Hotels - 2.5%

Host Hotels & Resorts LP 6.875% 11/1/14

545,000

489,138

Host Marriott LP 7.125% 11/1/13

10,535,000

9,823,875

 

10,313,013

Leisure - 3.0%

Royal Caribbean Cruises Ltd.:

7% 6/15/13

6,105,000

5,463,975

7.25% 6/15/16

4,855,000

4,126,750

7.25% 3/15/18

850,000

718,250

7.5% 10/15/27

2,610,000

1,983,600

 

12,292,575

Metals/Mining - 4.9%

Arch Western Finance LLC 6.75% 7/1/13

2,255,000

2,238,088

Drummond Co., Inc. 7.375% 2/15/16 (a)

5,110,000

4,432,925

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 4/1/15

6,215,000

6,510,213

8.375% 4/1/17

4,060,000

4,303,600

Vedanta Resources PLC 6.625% 2/22/10 (a)

2,595,000

2,598,374

 

20,083,200

Paper - 1.6%

Domtar Corp.:

5.375% 12/1/13

1,440,000

1,252,800

7.125% 8/15/15

360,000

342,900

Georgia-Pacific Corp. 7% 1/15/15 (a)

5,180,000

4,856,250

 

6,451,950

Publishing/Printing - 0.1%

Scholastic Corp. 5% 4/15/13

585,000

488,475

Railroad - 0.5%

Kansas City Southern Railway Co. 8% 6/1/15

2,150,000

2,193,000

Services - 4.2%

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

5.3044% 5/15/14 (b)

1,765,000

1,270,800

7.625% 5/15/14

1,740,000

1,270,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Services - continued

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.: - continued

7.75% 5/15/16

$ 4,970,000

$ 3,454,150

FTI Consulting, Inc.:

7.625% 6/15/13

4,370,000

4,522,950

7.75% 10/1/16

2,490,000

2,577,150

Hertz Corp. 8.875% 1/1/14

4,340,000

4,036,200

 

17,131,450

Shipping - 0.3%

Teekay Corp. 8.875% 7/15/11

1,090,000

1,149,950

Steels - 2.7%

Evraz Group SA:

8.875% 4/24/13 (a)

3,255,000

3,189,900

9.5% 4/24/18 (a)

380,000

367,650

Steel Dynamics, Inc.:

6.75% 4/1/15

6,795,000

6,336,338

7.375% 11/1/12

670,000

656,600

7.75% 4/15/16 (a)

660,000

641,850

 

11,192,338

Super Retail - 0.1%

AutoNation, Inc. 7% 4/15/14

695,000

602,913

Technology - 6.0%

Avago Technologies Finance Ltd. 10.125% 12/1/13

375,000

405,000

Flextronics International Ltd.:

6.25% 11/15/14

1,895,000

1,743,400

6.5% 5/15/13

2,360,000

2,230,200

Jabil Circuit, Inc. 8.25% 3/15/18

3,235,000

3,250,463

Lucent Technologies, Inc.:

6.45% 3/15/29

3,665,000

2,528,850

6.5% 1/15/28

10,000

6,900

NXP BV 5.5406% 10/15/13 (b)

3,430,000

2,692,550

Seagate Technology HDD Holdings 6.8% 10/1/16

4,140,000

3,726,000

Xerox Capital Trust I 8% 2/1/27

8,275,000

7,944,000

 

24,527,363

Telecommunications - 6.4%

Citizens Communications Co.:

6.25% 1/15/13

1,480,000

1,409,700

9% 8/15/31

350,000

304,500

Intelsat Jackson Holdings Ltd. 9.5% 6/15/16 (a)

2,560,000

2,566,400

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Intelsat Subsidiary Holding Co. Ltd. 8.875% 1/15/15 (a)

$ 1,375,000

$ 1,359,600

Mobile Telesystems Finance SA 8% 1/28/12 (a)

3,130,000

3,122,175

Nextel Communications, Inc.:

5.95% 3/15/14

350,000

280,000

6.875% 10/31/13

2,540,000

2,089,150

7.375% 8/1/15

840,000

682,500

Qwest Corp.:

6.0263% 6/15/13 (b)

795,000

735,375

7.5% 10/1/14

1,825,000

1,683,563

7.625% 6/15/15

1,120,000

1,036,000

Sprint Capital Corp.:

6.875% 11/15/28

1,905,000

1,619,250

7.625% 1/30/11

545,000

545,000

8.375% 3/15/12

695,000

700,213

Sprint Nextel Corp. 6% 12/1/16

1,405,000

1,282,063

U.S. West Communications:

6.875% 9/15/33

475,000

351,500

7.5% 6/15/23

390,000

315,900

Vimpel Communications:

8.375% 4/30/13 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (a)

1,545,000

1,498,650

9.125% 4/30/18 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (a)

4,970,000

4,746,350

 

26,327,889

TOTAL NONCONVERTIBLE BONDS

368,302,796

TOTAL CORPORATE BONDS

(Cost $391,370,159)

370,402,369

Floating Rate Loans - 4.8%   (c)

 

Automotive - 0.3%

Federal-Mogul Corp.:

Tranche B, term loan 4.4075% 12/27/14 (b)

837,712

645,038

Tranche C, term loan 4.4075% 12/27/15 (b)

648,553

499,386

 

1,144,424

Floating Rate Loans - continued   (c)

 

Principal Amount

Value

Broadcasting - 0.2%

Univision Communications, Inc. Tranche 1LN, term loan 5.0288% 9/29/14 (b)

$ 1,105,000

$ 888,144

Cable TV - 0.5%

CSC Holdings, Inc. Tranche B, term loan 4.2138% 3/31/13 (b)

1,417,924

1,347,028

Insight Midwest Holdings LLC Tranche B, term loan 4.47% 4/6/14 (b)

776,250

745,200

 

2,092,228

Containers - 0.0%

Anchor Glass Container Corp. term loan 7.75% 6/20/14 (b)

164,571

161,280

Electric Utilities - 1.0%

Ashmore Energy International:

Revolving Credit-Linked Deposit 5.8006% 3/30/12 (b)

104,420

95,022

term loan 5.8006% 3/30/14 (b)

761,529

692,992

Texas Competitive Electric Holdings Co. LLC Tranche B3, term loan 6.269% 10/10/14 (b)

3,599,380

3,351,922

 

4,139,936

Entertainment/Film - 0.4%

Zuffa LLC term loan 4.5625% 6/19/15 (b)

1,822,696

1,531,065

Healthcare - 0.8%

Community Health Systems, Inc.:

term loan 4.9776% 7/25/14 (b)

1,732,416

1,634,967

Tranche DD, term loan 7/25/14 (d)

88,631

83,646

HCA, Inc. Tranche B, term loan 5.0506% 11/17/13 (b)

636,768

596,970

PTS Acquisition Corp. term loan 5.0506% 4/10/14 (b)

1,284,044

1,120,328

 

3,435,911

Paper - 0.2%

Georgia-Pacific Corp. Tranche B1, term loan 4.4395% 12/23/12 (b)

822,829

778,602

Restaurants - 0.1%

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 5.0263% 6/14/13 (b)

42,435

32,781

term loan 5.125% 6/14/14 (b)

531,901

410,894

 

443,675

Floating Rate Loans - continued   (c)

 

Principal Amount

Value

Services - 0.3%

ARAMARK Corp.:

Credit-Linked Deposit 4.6756% 1/26/14 (b)

$ 69,890

$ 66,046

term loan 4.6756% 1/26/14 (b)

1,100,110

1,039,604

 

1,105,650

Technology - 0.6%

Kronos, Inc. Tranche 1LN, term loan 5.0506% 6/11/14 (b)

2,566,224

2,335,264

SS&C Technologies, Inc. term loan 4.7808% 11/23/12 (b)

129,668

121,239

 

2,456,503

Telecommunications - 0.3%

Intelsat Ltd. Tranche B, term loan 5.2875% 7/3/13 (b)

1,079,018

1,038,554

Textiles & Apparel - 0.1%

Hanesbrands, Inc.:

term loan 6.545% 3/5/14 (b)

95,000

92,744

Tranche B 1LN, term loan 4.546% 9/5/13 (b)

355,000

345,238

 

437,982

TOTAL FLOATING RATE LOANS

(Cost $20,087,287)

19,653,954

Cash Equivalents - 4.3%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 2.01%, dated 8/29/08 due 9/2/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $17,785,000)

$ 17,788,974

17,785,000

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $429,242,446)

407,841,323

NET OTHER ASSETS - 0.7%

2,992,494

NET ASSETS - 100%

$ 410,833,817

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 $71,760,982 or 17.5% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(c) 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.

(d) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $88,631 and $83,646, respectively. The coupon rate will be determined at time of settlement.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$17,785,000 due 9/02/08 at 2.01%

BNP Paribas Securities Corp.

$ 2,831,272

Banc of America Securities LLC

3,624,984

Deutsche Bank Securities, Inc.

7,703,760

ING Financial Markets LLC

1,812,492

J.P. Morgan Securities, Inc. 

1,812,492

 

$ 17,785,000

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

79.6%

Canada

5.7%

Luxembourg

3.8%

Liberia

3.0%

Netherlands

1.8%

Argentina

1.5%

Bermuda

1.2%

Singapore

1.0%

Others (individually less than 1%)

2.4%

 

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, 2008

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $17,785,000) - See accompanying schedule:

Unaffiliated issuers (cost $429,242,446)

 

$ 407,841,323

Receivable for investments sold

478,070

Interest receivable

7,659,319

Total assets

415,978,712

 

 

 

Liabilities

Payable to custodian bank

$ 27,143

Payable for investments purchased

5,116,311

Other payables and accrued expenses

1,441

Total liabilities

5,144,895

 

 

 

Net Assets

$ 410,833,817

Net Assets consist of:

 

Paid in capital

$ 432,234,940

Net unrealized appreciation (depreciation) on investments

(21,401,123 )

Net Assets , for 4,443,480 shares outstanding

$ 410,833,817

Net Asset Value , offering price and redemption price per share ($410,833,817 ÷ 4,443,480 shares)

$ 92.46

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended August 31, 2008

 

  

  

Investment Income

  

  

Interest (including $162,025 from affiliated interfund lending)

 

$ 28,202,343

 

 

 

Expenses

Custodian fees and expenses

$ 8,347

Independent directors' compensation

1,548

Audit

(4,250 )

Total expenses before reductions

5,645

Expense reductions

(9,895 )

(4,250 )

Net investment income

28,206,593

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(5,012,210)

Change in net unrealized appreciation (depreciation) on investment securities

(15,492,374 )

Net gain (loss)

(20,504,584 )

Net increase (decrease) in net assets resulting from operations

$ 7,702,009

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
August 31,
2008

Year ended
August 31,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 28,206,593

$ 15,492,299

Net realized gain (loss)

(5,012,210)

554,582

Change in net unrealized appreciation (depreciation)

(15,492,374 )

(2,845,885 )

Net increase (decrease) in net assets resulting
from operations

7,702,009

13,200,996

Distributions to partners from net investment income

(27,114,638 )

(15,217,119 )

Affiliated share transactions
Proceeds from sales of shares

60,115,019

135,158,474

Reinvestment of distributions

27,114,636

3,000,946

Net increase (decrease) in net assets resulting from share transactions

87,229,655

138,159,420

Total increase (decrease) in net assets

67,817,026

136,143,297

 

 

 

Net Assets

Beginning of period

343,016,791

206,873,494

End of period

$ 410,833,817

$ 343,016,791

Other Information

Shares

Sold

623,588

1,404,397

Issued in reinvestment of distributions

283,455

31,092

Net increase (decrease)

907,043

1,435,489

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended August 31,
2008
2007
2006 G
2006 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 97.00

$ 98.47

$ 98.68

$ 100.00

Income from Investment Operations

 

 

 

 

Net investment income D

  7.134

  7.095

  2.314

  3.996

Net realized and unrealized gain (loss)

  (4.802 )

  (1.570 )

  (.270 )

  (1.413 )

Total from investment operations

  2.332

  5.525

  2.044

  2.583

Distributions to partners from net investment income

  (6.872 )

  (6.995 )

  (2.254 )

  (3.903 )

Net asset value, end of period

$ 92.46

$ 97.00

$ 98.47

$ 98.68

Total Return B, C

  2.39%

  5.61%

  2.11%

  2.63%

Ratios to Average Net Assets H

 

 

 

 

Expenses before reductions

  -% E

  -% E

  .04% A

  .04% A

Expenses net of fee waivers, if any

  -% E

  -% E

  .01% A

  .04% A

Expenses net of all reductions

  -% E

  -% E

  -% A, E

  .04% A

Net investment income

  7.45%

  7.10%

  7.04% A

  6.64% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 410,834

$ 343,017

$ 206,873

$ 207,327

Portfolio turnover rate

  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 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.

H 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2008

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. 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. Wherever possible, the Fund uses independent pricing services approved by the Board of Directors to value its investments. Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider 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 days or less for which quotations are not readily available are valued at amortized cost, which approximates value. 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.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

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. 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 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. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 836,853

Unrealized depreciation

(21,401,090 )

Net unrealized appreciation (depreciation)

$ (20,564,237 )

Cost for federal income tax purposes

$ 428,405,560

New Accounting Pronouncement . In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Annual Report

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.

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 $281,741,670 and $176,271,097, 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.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

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

$ 8,468,700

3.28%

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 $1,548.

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 $8,347.

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, 2008, 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 two years in the period then ended, for the four month period ended August 31, 2006 and for the period from September 20, 2005 (commencement of operations) to April 30, 2006. 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, 2008, by correspondence with the custodians and brokers; 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, 2008, 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 two years in the period then ended, for the four month period ended August 31, 2006 and for the period from September 20, 2005 (commencement of operations) to April 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

Annual Report

October 21, 2008

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 Edward C. Johnson 3rd and James C. Curvey, each of the Trustees oversees 218 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 376 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 (78)

 

Year of Election or Appointment: 2004

Mr. Johnson is Chairman of the Board of Trustees. 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 (73)

 

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. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

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 (60)

 

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). 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 (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). 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. He also is 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 (63)

 

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 firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also 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 and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she 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 (69)

 

Year of Election or Appointment: 2004

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 (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he 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 firm, 2005-present). He 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 (59)

 

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 holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (57)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he 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 firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 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 (64)

 

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Central Investment Portfolios LLC. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of Specialized High Income Central Fund. Mr. Robins also serves as President and Treasurer of Fidelity's Equity and High Income Funds (2008-present) and is an employee of FMR (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).

Thomas C. Hense (44)

 

Year of Election or Appointment: 2008

Vice President of Specialized High Income Central Fund. Mr. Hense also serves as Vice President of Fidelity's High Income and Small Cap Funds (2008-present). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of Specialized High Income Central Fund. Mr. Goebel also serves as Secretary and CLO of other Fidelity funds (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present); and Deputy General Counsel of FMR LLC. 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).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

Assistant Secretary of Specialized High Income Central Fund. Mr. McGinty also serves as Assistant Secretary of Fidelity's other Equity and High Income Funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of Fidelity Distributors Corporation (FDC) (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of Specialized High Income Central Fund. Ms. Laurent also serves as AML Officer of other Fidelity funds (2008-present) and is an employee of FMR LLC. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (49)

 

Year of Election or Appointment: 2008

Chief Financial Officer of Specialized High Income Central Fund. Ms. Reynolds also serves as Chief Financial Officer of other Fidelity funds (2008-present). Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2005

Chief Compliance Officer of Specialized High Income Central Fund. Mr. Rathgeber also serves as Chief Compliance Officer of Fidelity's Equity and High Income Funds (2004-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present).

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

Deputy Treasurer of Specialized High Income Central Fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Specialized High Income Central Fund. Mr. Deberghes also serves as Deputy Treasurer of Fidelity's Equity and High Income Funds (2008-present) and is an employee of FMR (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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

Assistant Treasurer of Specialized High Income Central Fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of Specialized High Income Central Fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004-present) and is an employee of FMR.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

Assistant Treasurer of Specialized High Income Central Fund. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). 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 (50)

 

Year of Election or Appointment: 2005

Assistant Treasurer of Specialized High Income Central Fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Specialized High Income Central Fund

Each year, typically in July, 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. At the time of the renewal, the Board had 12 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.

On June 19, 2008, the Board voted to continue the fund's Advisory Contracts for one month, through July 31, 2008, in connection with the reorganization of the Fidelity funds under two separate boards. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be extended, without modification, through July 31, 2008, with the understanding that the Board would consider their renewal in July 2008.

At its July 2008 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. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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. The Board noted that Fidelity's analysts have access to a variety of technological tools 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.

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. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

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.

Annual Report

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.

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 the results 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 and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

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, 2008, 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, 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

$ -

August 31, 2007 Fees A,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity High Income Central Fund 2

$ -

$ -

$ -

$ -

Fidelity Specialized High Income Central Fund

$ 50,000

$ -

$ 5,200

$ -

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, 2008 A

August 31, 2007 A

Audit-Related Fees

$ 410,000

$ -

Tax Fees

$ -

$ -

All Other Fees

$ -

$ - 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, 2008 A

August 31, 2007 A

Deloitte Entities

$1,085,000

$400,000

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 Independence Standards Board Standard No. 1, 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 Fidelity fund'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, 2008

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, 2008

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

October 29, 2008

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