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
|
|
BBB 1.5%
|
|
|
BB 24.0%
|
|
|
B 52.6%
|
|
|
CCC,CC,C 13.2%
|
|
|
Not Rated 0.9%
|
|
|
Short-Term Investments and Net Other Assets 7.8%
|
|
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
*
|
|
Nonconvertible Bonds 80.8%
|
|
|
Convertible Bonds, Preferred Stocks 0.5%
|
|
|
Floating Rate Loans 10.9%
|
|
|
Short-Term Investments and Net Other Assets 7.8%
|
|
*
Foreign investments 10.0%
|
|
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
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Edward C. Johnson 3d (78)
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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).
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James C. Curvey (73)
|
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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.
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* 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
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Dennis J. Dirks (60)
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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).
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Alan J. Lacy (54)
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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.
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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).
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Joseph Mauriello (63)
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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).
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Cornelia M. Small (64)
|
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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.
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William S. Stavropoulos (69)
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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.
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David M. Thomas (59)
|
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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).
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Michael E. Wiley (57)
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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).
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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
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Peter S. Lynch (64)
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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.
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Kenneth B. Robins (39)
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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).
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Thomas C. Hense (44)
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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).
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Scott C. Goebel (40)
|
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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).
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John B. McGinty, Jr. (46)
|
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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.
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Holly C. Laurent (54)
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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).
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Christine Reynolds (49)
|
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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.
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Kenneth A. Rathgeber (61)
|
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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).
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Bryan A. Mehrmann (47)
|
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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).
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Adrien E. Deberghes (41)
|
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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).
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Robert G. Byrnes (41)
|
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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).
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Peter L. Lydecker (54)
|
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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.
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Paul M. Murphy (61)
|
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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).
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Gary W. Ryan (50)
|
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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.
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
|
|
BBB 4.0%
|
|
|
BBB 3.5%
|
|
|
BB 71.2%
|
|
|
BB 78.8%
|
|
|
B 19.8%
|
|
|
B 13.1%
|
|
|
Short-Term
Investments and
Net Other Assets 5.0%
|
|
|
Short-Term
Investments and
Net Other Assets 4.6%
|
|
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
**
|
|
Nonconvertible
Bonds 89.7%
|
|
|
Nonconvertible
Bonds 90.4%
|
|
|
Convertible Bonds 0.5%
|
|
|
Convertible Bonds 0.5%
|
|
|
Floating Rate Loans 4.8%
|
|
|
Floating Rate Loans 4.5%
|
|
|
Short-Term
Investments and
Net Other Assets 5.0%
|
|
|
Short-Term
Investments and
Net Other Assets 4.6%
|
|
*
Foreign investments
|
20.4%
|
|
**
Foreign investments
|
18.4%
|
|
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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