N-CSR 1 main.htm

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, 2010

Item 1. Reports to Stockholders

Fidelity® High Income
Central Fund 2

Annual Report

August 31, 2010

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are the registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

HICII-ANN-1010
1.861961.102

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Life of
Fund
A

Fidelity® High Income Central Fund 2

20.25%

11.00%

A From March 31, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® High Income Central Fund 2 on March 31, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the The BofA Merrill Lynch US High Yield Constrained IndexSM performed over the same period.

fid29

Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted impressive gains for the year ending August 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 21.92%. Conditions were ripe for a strong run in high yield, as the U.S. economy began growing again, credit conditions improved, interest rates remained exceptionally low and corporations showed better-than-expected financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at prevailing rates that were lower, but still high enough to attract yield-hungry investors during a period of very low interest rates for higher-quality fixed-income alternatives, such as government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants who were encouraged by an increasing number of credit-rating upgrades. Additionally, the high-yield default rate fell sharply, further bolstering demand. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity-market volatility negatively influenced high-yield bonds, but these setbacks were temporary.

Comments from Frederick Hoff, Portfolio Manager of Fidelity® High Income Central Fund 2: For the year, the fund returned 20.25%, lagging the BofA Merrill Lynch index. Underweighting financial bonds hurt. Compared with the benchmark, the fund lacked much exposure to insurance companies - most notably American International Group (AIG) - banks and thrifts, and diversified financial services issuers. Security selection in publishing/printing and energy also detracted. Combined with a modest cash position in an up market, these factors more than accounted for all of the fund's underperformance. Security selection in technology and homebuilding/real estate was especially helpful, however. In individual terms, the biggest drag came from cable company Charter Communications, whose bonds trailed the market. First Data, a processor of credit card transactions, suffered from weak earnings and sluggish consumer spending. Underweighting strong-performing Clear Channel Communications also hurt. On the positive side, business communications company Avaya benefited from a well-received merger and better prospects for corporate spending. Rouse, a mall operator and out-of-benchmark holding, made substantial progress toward emerging from bankruptcy protection. Nexstar Broadcasting Group also helped. Rouse and AIG were sold from the portfolio before period end.

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, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to August 31, 2010

Actual

.0019%

$ 1,000.00

$ 1,058.90

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.20

$ .01

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of August 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

International Lease Finance Corp.

3.6

0.0

Avaya, Inc.

2.8

2.7

HCA, Inc.

2.5

2.6

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance Inc.

2.0

2.4

CIT Group, Inc.

1.9

1.7

 

12.8

Top Five Market Sectors as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

10.4

10.5

Technology

7.6

8.1

Healthcare

7.4

8.5

Energy

6.5

5.9

Electric Utilities

6.2

6.9

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid31

AAA,AA,A 0.0%

 

fid33

AAA,AA,A 0.3%

 

fid35

BBB 1.7%

 

fid37

BBB 2.0%

 

fid39

BB 19.9%

 

fid41

BB 23.1%

 

fid43

B 50.0%

 

fid45

B 45.9%

 

fid47

CCC,CC,C 19.5%

 

fid49

CCC,CC,C 22.2%

 

fid31

D 0.0%

 

fid52

D 0.1%

 

fid54

Not Rated 1.9%

 

fid56

Not Rated 2.1%

 

fid58

Equities 1.9%

 

fid60

Equities 1.9%

 

fid62

Short-Term
Investments and
Net Other Assets 5.1%

 

fid64

Short-Term
Investments and
Net Other Assets 2.4%

 

fid66

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades.

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid68

Nonconvertible
Bonds 80.4%

 

fid33

Nonconvertible
Bonds 80.8%

 

fid39

Convertible Bonds, Preferred Stocks 1.8%

 

fid41

Convertible Bonds, Preferred Stocks 2.4%

 

fid47

Common Stocks 0.7%

 

fid49

Common Stocks 0.7%

 

fid58

Floating Rate Loans 12.0%

 

fid60

Floating Rate Loans 13.7%

 

fid62

Short-Term
Investments and
Net Other Assets 5.1%

 

fid64

Short-Term
Investments and
Net Other Assets 2.4%

 

* Foreign investments

10.9%

 

** Foreign investments

12.4%

 

fid79

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Corporate Bonds - 81.0%

 

Principal Amount

Value

Convertible Bonds - 0.6%

Building Materials - 0.0%

General Cable Corp. 0.875% 11/15/13

$ 340,000

$ 291,125

Capital Goods - 0.3%

AGCO Corp. 1.75% 12/31/33

700,000

1,044,680

General Cable Corp. 4.5% 11/15/29 (e)

388,000

331,585

 

1,376,265

Energy - 0.2%

Chesapeake Energy Corp. 2.75% 11/15/35

1,000,000

918,500

Metals/Mining - 0.1%

Peabody Energy Corp. 4.75% 12/15/66

770,000

793,100

TOTAL CONVERTIBLE BONDS

3,378,990

Nonconvertible Bonds - 80.4%

Aerospace - 0.6%

Esterline Technologies Corp. 7% 8/1/20 (f)

620,000

630,850

Sequa Corp.:

11.75% 12/1/15 (f)

2,435,000

2,520,225

13.5% 12/1/15 pay-in-kind (f)

225,506

236,218

 

3,387,293

Air Transportation - 0.5%

Air Canada 9.25% 8/1/15 (f)

1,005,000

989,925

Continental Airlines, Inc. 9.25% 5/10/17

470,000

488,800

Delta Air Lines, Inc.:

8.3% 12/15/29 (a)

5,950,000

1

9.5% 9/15/14 (f)

280,000

300,300

Delta Air Lines, Inc. pass-thru trust certificates:

7.779% 1/2/12

47,594

47,642

10.06% 1/2/16 (a)

31,995

15,997

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

375,480

352,951

United Air Lines, Inc. 9.875% 8/1/13 (f)

415,000

440,938

 

2,636,554

Automotive - 2.6%

Accuride Corp. 9.5% 8/1/18 (f)

100,000

102,500

ArvinMeritor, Inc. 10.625% 3/15/18

330,000

357,225

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

115,000

97,750

Ford Motor Credit Co. LLC:

7.5% 8/1/12

985,000

1,036,713

8% 12/15/16

1,050,000

1,140,632

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Automotive - continued

General Motors Corp. 8.25% 7/15/23 (c)

$ 500,000

$ 156,250

Lear Corp.:

7.875% 3/15/18

215,000

221,988

8.125% 3/15/20

240,000

249,000

Navistar International Corp. 8.25% 11/1/21

1,865,000

1,939,600

Tenneco, Inc.:

7.75% 8/15/18 (f)

235,000

236,763

8.125% 11/15/15

1,820,000

1,890,525

8.625% 11/15/14

1,290,000

1,319,025

10.25% 7/15/13

355,000

358,550

The Goodyear Tire & Rubber Co. 10.5% 5/15/16

1,830,000

2,031,300

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (f)

1,435,000

1,377,600

TRW Automotive, Inc.:

7% 3/15/14 (f)

1,135,000

1,169,050

8.875% 12/1/17 (f)

260,000

278,200

 

13,962,671

Banks and Thrifts - 4.3%

Bank of America Corp. 8.125% (g)

1,440,000

1,461,600

CIT Group, Inc.:

7% 5/1/13

454,810

450,262

7% 5/1/14

569,716

554,049

7% 5/1/15

1,939,716

1,866,977

7% 5/1/16

3,844,529

3,666,720

7% 5/1/17

2,644,341

2,488,986

Citigroup Capital XXI 8.3% 12/21/77 (g)

670,000

693,450

GMAC LLC:

6.625% 5/15/12

2,675,000

2,715,125

6.625% 5/15/12

790,000

801,850

6.75% 12/1/14

1,878,000

1,859,220

6.875% 9/15/11

949,000

964,421

7.5% 12/31/13

835,000

851,700

8% 11/1/31

600,000

588,000

Wells Fargo & Co. 7.98% (g)

980,000

1,014,300

Wells Fargo Capital XIII 7.7% (g)

510,000

520,200

Zions Bancorp. 7.75% 9/23/14

2,510,000

2,636,875

 

23,133,735

Broadcasting - 1.0%

Clear Channel Communications, Inc. 10.75% 8/1/16

3,325,000

2,493,750

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Broadcasting - continued

Nexstar Broadcasting, Inc.:

0.5% 1/15/14 pay-in-kind (f)(g)

$ 1,585,035

$ 1,457,176

7% 1/15/14

521,000

510,580

Nexstar Broadcasting, Inc./Mission, Inc. 8.875% 4/15/17 (f)

805,000

813,050

 

5,274,556

Building Materials - 1.6%

General Cable Corp.:

2.908% 4/1/15 (g)

1,240,000

1,133,050

7.125% 4/1/17

1,805,000

1,818,538

Goodman Global Group, Inc. 0% 12/15/14

1,395,000

857,925

Masco Corp. 7.125% 3/15/20

640,000

633,600

Nortek, Inc. 11% 12/1/13

3,243,777

3,454,623

Texas Industries, Inc. 9.25% 8/15/20 (f)

580,000

577,100

 

8,474,836

Cable TV - 2.6%

Cablevision Systems Corp. 8.625% 9/15/17 (f)

1,780,000

1,922,400

CCO Holdings LLC/CCO Holdings Capital Corp. 7.875% 4/30/18 (f)

455,000

468,650

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (f)

1,310,000

1,336,200

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 13.5% 11/30/16

1,897,951

2,244,327

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

8% 4/30/12 (f)(g)

2,170,000

2,283,925

10.875% 9/15/14 (e)(f)

1,140,000

1,278,168

CSC Holdings LLC:

8.5% 4/15/14

750,000

821,250

8.625% 2/15/19

785,000

877,238

EchoStar Communications Corp. 7.125% 2/1/16

2,335,000

2,387,538

 

13,619,696

Capital Goods - 1.2%

Aircastle Ltd. 9.75% 8/1/18 (f)

275,000

278,438

Amsted Industries, Inc. 8.125% 3/15/18 (f)

1,145,000

1,165,038

Coleman Cable, Inc. 9% 2/15/18

1,640,000

1,640,000

Esco Corp.:

4.4121% 12/15/13 (f)(g)

1,090,000

991,900

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Capital Goods - continued

Esco Corp.: - continued

8.625% 12/15/13 (f)

$ 550,000

$ 563,750

SPX Corp. 7.625% 12/15/14

1,630,000

1,752,250

 

6,391,376

Chemicals - 2.3%

CF Industries Holdings, Inc. 6.875% 5/1/18

1,000,000

1,045,000

Chemtura Corp. 7.875% 9/1/18 (f)

1,310,000

1,342,750

Ferro Corp. 7.875% 8/15/18

195,000

197,925

Georgia Gulf Corp. 9% 1/15/17 (f)

940,000

975,250

LBI Escrow Corp. 8% 11/1/17 (f)

1,305,000

1,402,875

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

3,145,000

3,097,825

NOVA Chemicals Corp.:

6.5% 1/15/12

480,000

490,800

8.375% 11/1/16

1,080,000

1,104,300

8.625% 11/1/19

1,500,000

1,560,000

PolyOne Corp. 8.875% 5/1/12

935,000

998,113

 

12,214,838

Containers - 1.1%

Berry Plastics Corp. 5.2759% 2/15/15 (g)

4,780,000

4,493,200

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

745,000

707,750

Solo Cup Co. 8.5% 2/15/14

505,000

431,775

 

5,632,725

Diversified Financial Services - 4.7%

Capital One Capital V 10.25% 8/15/39

1,320,000

1,425,600

Icahn Enterprises LP/Icahn Enterprises Finance Corp. 8% 1/15/18

3,395,000

3,378,025

Ineos Finance PLC 9% 5/15/15 (f)

410,000

422,300

International Lease Finance Corp.:

5.3% 5/1/12

425,000

413,313

5.625% 9/20/13

910,000

854,263

5.875% 5/1/13

705,000

671,513

6.375% 3/25/13

155,000

149,769

6.625% 11/15/13

1,210,000

1,164,625

7.125% 9/1/18 (f)

2,680,000

2,733,600

8.625% 9/15/15 (f)

5,975,000

6,019,813

8.75% 3/15/17 (f)

3,975,000

4,004,813

8.875% 9/1/17

1,640,000

1,656,400

Offshore Group Investment Ltd. 11.5% 8/1/15 (f)

450,000

448,875

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Financial Services - continued

Penson Worldwide, Inc. 12.5% 5/15/17 (f)

$ 550,000

$ 548,625

Sprint Capital Corp. 8.75% 3/15/32

1,070,000

1,031,213

 

24,922,747

Diversified Media - 1.3%

Clear Channel Worldwide Holdings, Inc.:

9.25% 12/15/17

110,000

114,125

9.25% 12/15/17

1,175,000

1,232,281

Entravision Communication Corp. 8.75% 8/1/17 (f)

570,000

570,000

Interpublic Group of Companies, Inc. 10% 7/15/17

510,000

585,225

Nielsen Finance LLC/Nielsen Finance Co.:

10% 8/1/14

1,060,000

1,105,050

11.5% 5/1/16

1,775,000

1,996,875

11.625% 2/1/14

535,000

601,875

12.5% 8/1/16 (d)

660,000

648,450

 

6,853,881

Electric Utilities - 4.3%

AES Corp.:

8% 10/15/17

2,440,000

2,580,300

9.75% 4/15/16

660,000

735,900

Calpine Corp. 7.875% 7/31/20 (f)

3,870,000

3,879,675

CMS Energy Corp. 8.75% 6/15/19

590,000

671,125

Edison Mission Energy 7.2% 5/15/19

2,255,000

1,465,750

Energy Future Holdings Corp.:

10% 1/15/20 (f)

515,000

493,756

10.875% 11/1/17

147,000

87,465

12% 11/1/17 pay-in-kind (g)

102,900

47,231

Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10% 12/1/20

625,000

599,219

Intergen NV 9% 6/30/17 (f)

865,000

888,788

Mirant Americas Generation LLC:

8.5% 10/1/21

2,155,000

1,961,050

9.125% 5/1/31

2,889,000

2,589,266

NRG Energy, Inc.:

7.25% 2/1/14

505,000

515,100

7.375% 2/1/16

835,000

839,175

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

975,000

862,875

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Electric Utilities - continued

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

$ 3,085,000

$ 2,845,913

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc. Series A, 10.25% 11/1/15

3,025,000

1,920,875

 

22,983,463

Energy - 6.2%

ATP Oil & Gas Corp. 11.875% 5/1/15 (f)

3,570,000

2,873,850

Chesapeake Energy Corp.:

6.5% 8/15/17

3,425,000

3,467,813

7.625% 7/15/13

825,000

891,000

9.5% 2/15/15

1,155,000

1,299,375

Connacher Oil and Gas Ltd.:

10.25% 12/15/15 (f)

1,128,000

1,125,180

11.75% 7/15/14 (f)

470,000

509,950

Continental Resources, Inc. 7.375% 10/1/20 (f)

550,000

558,250

Denbury Resources, Inc. 8.25% 2/15/20

743,000

798,725

Drummond Co., Inc. 7.375% 2/15/16

515,000

520,150

El Paso Corp. 8.25% 2/15/16

475,000

514,188

Expro Finance Luxembourg SCA 8.5% 12/15/16 (f)

1,140,000

1,060,200

Forest Oil Corp. 7.25% 6/15/19

2,440,000

2,449,028

Global Geophysical Services, Inc. 10.5% 5/1/17 (f)

1,160,000

1,154,200

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

875,000

853,125

Hercules Offshore, Inc. 10.5% 10/15/17 (f)

950,000

864,500

LINN Energy LLC 8.625% 4/15/20 (f)

1,490,000

1,571,950

OPTI Canada, Inc.:

7.875% 12/15/14

815,000

627,550

8.25% 12/15/14

3,980,000

3,064,600

Parker Drilling Co. 9.125% 4/1/18 (f)

445,000

444,466

Petrohawk Energy Corp. 7.25% 8/15/18 (f)

1,135,000

1,132,163

Pioneer Drilling Co. 9.875% 3/15/18 (f)

535,000

537,675

Plains Exploration & Production Co.:

7% 3/15/17

2,285,000

2,250,725

7.625% 4/1/20

960,000

965,952

10% 3/1/16

1,395,000

1,527,525

Quicksilver Resources, Inc. 7.125% 4/1/16

200,000

191,500

Targa Resources Partners LP/Targa Resources Partners Finance Corp. 7.875% 10/15/18 (f)

1,235,000

1,265,875

Thermon Industries, Inc. 9.5% 5/1/17 (f)

245,000

253,575

 

32,773,090

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Entertainment/Film - 0.2%

Cedar Fair LP/Magnum Management Corp. 9.125% 8/1/18 (f)

$ 585,000

$ 592,313

MCE Finance Ltd. 10.25% 5/15/18 (f)

325,000

348,563

 

940,876

Environmental - 0.2%

Clean Harbors, Inc. 7.625% 8/15/16

470,000

481,750

EnergySolutions, Inc. / EnergySolutions LLC 10.75% 8/15/18 (f)

535,000

547,680

 

1,029,430

Food and Drug Retail - 1.5%

Rite Aid Corp.:

7.5% 3/1/17

750,000

675,000

9.375% 12/15/15

1,035,000

846,113

9.5% 6/15/17

3,530,000

2,806,350

10.25% 10/15/19

335,000

344,213

10.375% 7/15/16

1,140,000

1,182,750

SUPERVALU, Inc.:

7.5% 11/15/14

670,000

670,000

8% 5/1/16

635,000

636,588

Tops Markets LLC 10.125% 10/15/15 (f)

815,000

839,450

 

8,000,464

Food/Beverage/Tobacco - 0.7%

C&S Group Enterprises LLC 8.375% 5/1/17 (f)

1,190,000

1,133,475

Constellation Brands, Inc. 8.375% 12/15/14

1,455,000

1,578,675

Dean Foods Co. 7% 6/1/16

827,413

775,700

 

3,487,850

Gaming - 1.1%

Marina District Finance Co., Inc.:

9.5% 10/15/15 (f)

1,320,000

1,313,400

9.875% 8/15/18 (f)

1,320,000

1,313,400

MGM Mirage, Inc.:

5.875% 2/27/14

1,000,000

790,000

6.75% 4/1/13

720,000

630,000

7.625% 1/15/17

1,280,000

1,004,800

13% 11/15/13

345,000

398,475

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75% 8/15/20 (f)

665,000

669,988

 

6,120,063

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - 6.5%

Alere, Inc. 9% 5/15/16

$ 735,000

$ 742,350

Apria Healthcare Group, Inc. 12.375% 11/1/14 (f)

1,070,000

1,171,650

Biomet, Inc. 10.375% 10/15/17 pay-in-kind (g)

3,600,000

3,906,000

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

700,000

686,000

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

2,000,000

2,070,000

HCA, Inc.:

7.25% 9/15/20

320,000

337,600

7.875% 2/15/20

2,290,000

2,461,750

8.5% 4/15/19

1,420,000

1,551,350

9.125% 11/15/14

770,000

810,425

9.25% 11/15/16

2,625,000

2,802,188

9.625% 11/15/16 pay-in-kind (g)

2,607,000

2,782,973

Inverness Medical Innovations, Inc. 7.875% 2/1/16

2,270,000

2,230,275

Omega Healthcare Investors, Inc.:

7% 1/15/16

170,000

173,825

7.5% 2/15/20 (f)

1,430,000

1,487,200

Psychiatric Solutions, Inc. 7.75% 7/15/15

370,000

374,625

Senior Housing Properties Trust 6.75% 4/15/20

190,000

194,750

Tenet Healthcare Corp.:

8.875% 7/1/19

1,335,000

1,438,463

9.25% 2/1/15

775,000

809,875

Ventas Realty LP:

6.5% 6/1/16

2,550,000

2,601,000

6.5% 6/1/16

205,000

209,100

VWR Funding, Inc. 10.25% 7/15/15 pay-in-kind (g)

5,421,531

5,584,177

 

34,425,576

Homebuilding/Real Estate - 0.9%

CB Richard Ellis Services, Inc. 11.625% 6/15/17

1,620,000

1,838,700

KB Home 6.25% 6/15/15

535,000

489,525

Realogy Corp. 10.5% 4/15/14

2,360,000

1,935,200

Standard Pacific Corp. 8.375% 5/15/18

645,000

619,200

 

4,882,625

Hotels - 0.5%

Host Hotels & Resorts LP:

6.875% 11/1/14

1,650,000

1,691,250

9% 5/15/17

135,000

146,475

Host Marriott LP 7.125% 11/1/13

807,000

819,105

 

2,656,830

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Leisure - 1.4%

GWR Operating Partnership LLP 10.875% 4/1/17 (f)

$ 850,000

$ 856,375

NCL Corp. Ltd. 11.75% 11/15/16

3,775,000

4,190,250

Royal Caribbean Cruises Ltd.:

6.875% 12/1/13

200,000

202,500

11.875% 7/15/15

1,590,000

1,868,250

yankee 7.25% 6/15/16

205,000

204,488

 

7,321,863

Metals/Mining - 2.8%

Arch Coal, Inc.:

7.25% 10/1/20

250,000

251,875

8.75% 8/1/16

665,000

716,538

Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp. 8.25% 12/15/17 (f)

785,000

806,588

CONSOL Energy, Inc.:

8% 4/1/17 (f)

2,320,000

2,436,000

8.25% 4/1/20 (f)

1,580,000

1,678,750

Drummond Co., Inc. 9% 10/15/14 (f)

360,000

377,100

FMG Finance Property Ltd.:

10% 9/1/13 (f)

2,150,000

2,343,500

10.625% 9/1/16 (f)

1,775,000

2,094,500

Massey Energy Co. 6.875% 12/15/13

2,000,000

2,025,000

Novelis, Inc. 7.25% 2/15/15 (e)

910,000

912,275

Peabody Energy Corp. 7.375% 11/1/16

360,000

392,400

Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp. 8.25% 4/15/18

345,000

348,450

Teck Resources Ltd. 10.25% 5/15/16

322,000

389,218

 

14,772,194

Paper - 1.4%

Boise Paper Holdings LLC/Boise Paper Holdings Finance Corp. 9% 11/1/17

550,000

578,875

Cascades, Inc. 7.75% 12/15/17

790,000

805,800

Domtar Corp.:

9.5% 8/1/16

550,000

635,250

10.75% 6/1/17

570,000

702,525

NewPage Corp. 11.375% 12/31/14

1,406,000

1,142,375

Verso Paper Holdings LLC/Verso Paper, Inc.:

9.125% 8/1/14

3,062,000

2,954,830

11.5% 7/1/14

765,000

814,725

 

7,634,380

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Publishing/Printing - 2.5%

Cadmus Communications Corp. 8.375% 6/15/14

$ 445,000

$ 380,475

Cenveo Corp.:

7.875% 12/1/13

1,725,000

1,643,063

10.5% 8/15/16 (f)

2,430,000

2,426,963

The Reader's Digest Association, Inc. 9.5% 2/15/17 (f)(g)

1,890,000

1,880,550

TL Acquisitions, Inc. 10.5% 1/15/15 (f)

6,670,000

6,336,500

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

578,000

602,565

 

13,270,116

Restaurants - 0.3%

Carrols Corp. 9% 1/15/13

920,000

924,600

Landry's Restaurants, Inc. 11.625% 12/1/15

235,000

246,750

Landrys Holdings, Inc. 11.5% 6/1/14 (f)

485,000

446,200

 

1,617,550

Services - 4.4%

ARAMARK Corp. 3.9656% 2/1/15 (g)

2,470,000

2,260,050

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

2.8763% 5/15/14 (g)

950,000

836,000

7.625% 5/15/14

1,000,000

1,000,000

7.75% 5/15/16

1,540,000

1,493,800

9.625% 3/15/18

1,920,000

1,987,200

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

690,000

696,900

Hertz Corp. 8.875% 1/1/14

1,015,000

1,042,913

McJunkin Red Man Corp. 9.5% 12/15/16 (f)

3,875,000

3,429,375

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

190,000

114,000

ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (f)(g)

4,615,000

4,799,600

The Geo Group, Inc. 7.75% 10/15/17 (f)

240,000

248,400

United Rentals North America, Inc.:

7% 2/15/14

235,000

231,475

7.75% 11/15/13

1,440,000

1,443,600

9.25% 12/15/19

1,380,000

1,466,250

10.875% 6/15/16

2,165,000

2,392,325

 

23,441,888

Shipping - 1.5%

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

1,780,000

1,668,750

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (f)

1,725,000

1,785,375

9.5% 12/15/14

635,000

633,413

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

2,310,000

2,310,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Shipping - continued

Teekay Corp. 8.5% 1/15/20

$ 710,000

$ 761,475

Ultrapetrol (Bahamas) Ltd. 9% 11/24/14

690,000

679,650

 

7,838,663

Specialty Retailing - 0.8%

Toys 'R' US Property Co. I LLC 10.75% 7/15/17

3,980,000

4,467,550

Steels - 1.0%

AK Steel Corp. 7.625% 5/15/20

1,295,000

1,298,238

Edgen Murray Corp. 12.25% 1/15/15 (f)

3,205,000

2,644,125

Essar Steel Algoma, Inc. 9.375% 3/15/15 (f)

1,520,000

1,501,000

 

5,443,363

Super Retail - 2.3%

Asbury Automotive Group, Inc.:

7.625% 3/15/17

3,411,000

3,257,505

8% 3/15/14

1,435,000

1,435,000

Ltd. Brands, Inc. 7% 5/1/20

605,000

627,688

Macy's Retail Holdings, Inc. 8.375% 7/15/15 (e)

1,125,000

1,271,250

Neiman Marcus Group, Inc. 9% 10/15/15 pay-in-kind (g)

3,919,697

3,978,492

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

438,000

443,475

The May Department Stores Co. 5.75% 7/15/14

470,000

482,925

Toys 'R' US, Inc. 7.375% 9/1/16 (f)

670,000

673,350

 

12,169,685

Technology - 5.7%

Advanced Micro Devices, Inc. 7.75% 8/1/20 (f)

250,000

248,125

Amkor Technology, Inc. 7.375% 5/1/18 (f)

540,000

538,650

Avaya, Inc.:

9.75% 11/1/15

1,635,000

1,540,988

10.125% 11/1/15 pay-in-kind (g)

6,279,538

5,934,163

Ceridian Corp. 11.25% 11/15/15

555,000

488,400

First Data Corp.:

9.875% 9/24/15

4,820,000

3,705,375

9.875% 9/24/15

960,000

720,000

10.55% 9/24/15 pay-in-kind (g)

3,812,891

2,697,123

Freescale Semiconductor, Inc.:

8.875% 12/15/14

2,145,000

1,984,125

9.25% 4/15/18 (f)

1,450,000

1,450,000

10.125% 12/15/16

330,000

272,250

10.125% 3/15/18 (f)

1,900,000

1,961,750

Lucent Technologies, Inc. 6.45% 3/15/29

1,160,000

783,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

NXP BV/NXP Funding LLC 10% 7/15/13 (f)

$ 581,000

$ 630,385

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

355,000

352,338

STATS ChipPAC Ltd. 7.5% 8/12/15 (f)

195,000

203,288

SunGard Data Systems, Inc.:

9.125% 8/15/13

3,125,000

3,175,781

10.625% 5/15/15

230,000

253,023

Telcordia Technologies, Inc. 11% 5/1/18 (f)

805,000

789,947

Viasystems, Inc. 12% 1/15/15 (f)

685,000

744,938

Xerox Capital Trust I 8% 2/1/27

1,610,000

1,643,538

 

30,117,187

Telecommunications - 10.2%

Broadview Networks Holdings, Inc. 11.375% 9/1/12

2,400,000

2,352,000

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (f)

2,010,000

2,022,462

Clearwire Escrow Corp. 12% 12/1/15 (f)

930,000

935,766

Cricket Communications, Inc.:

9.375% 11/1/14

1,095,000

1,108,688

10% 7/15/15

1,335,000

1,395,075

Digicel Group Ltd.:

8.875% 1/15/15 (f)

295,000

296,475

9.125% 1/15/15 pay-in-kind (f)(g)

1,709,000

1,717,545

Frontier Communications Corp.:

7.875% 4/15/15

640,000

673,600

8.25% 5/1/14

1,010,000

1,089,487

8.25% 4/15/17

1,180,000

1,259,650

8.5% 4/15/20

3,415,000

3,602,825

8.75% 4/15/22

1,310,000

1,382,050

Intelsat Bermuda Ltd. 12% 2/4/17 pay-in-kind (g)

5,249,531

5,404,647

Intelsat Jackson Holdings Ltd. 9.5% 6/15/16

4,140,000

4,398,750

Intelsat Subsidiary Holding Co. Ltd. 8.875% 1/15/15

2,425,000

2,503,813

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

630,000

655,200

Nextel Communications, Inc.:

5.95% 3/15/14

655,000

632,894

6.875% 10/31/13

380,000

379,050

7.375% 8/1/15

5,680,000

5,623,200

Qwest Communications International, Inc.:

7.125% 4/1/18 (f)

1,295,000

1,337,088

8% 10/1/15 (f)

1,570,000

1,687,750

Sprint Capital Corp. 6.9% 5/1/19

5,820,000

5,470,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Wind Acquisition Finance SA:

11.75% 7/15/17 (f)

$ 2,100,000

$ 2,310,000

12% 12/1/15 (f)

1,025,000

1,078,813

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (f)(g)

1,891,124

1,954,792

Windstream Corp.:

7% 3/15/19

745,000

722,650

8.125% 9/1/18 (f)

875,000

888,125

8.625% 8/1/16

1,159,000

1,196,668

 

54,079,863

Textiles & Apparel - 0.1%

Phillips-Van Heusen Corp. 7.375% 5/15/20

645,000

665,963

Trucking & Freight - 0.1%

Swift Transportation Co., Inc. 12.5% 5/15/17 (f)

575,000

572,125

TOTAL NONCONVERTIBLE BONDS

427,217,565

TOTAL CORPORATE BONDS

(Cost $399,654,337)

430,596,555

Commercial Mortgage Securities - 0.0%

 

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0.136% 8/1/24 (f)(g)
(Cost $130,277)

171,401

69,246

Common Stocks - 0.7%

Shares

 

Banks and Thrifts - 0.2%

CIT Group, Inc. (a)

22,691

832,306

Building Materials - 0.3%

Nortek, Inc. (a)

42,461

1,762,132

Cable TV - 0.0%

Charter Communications, Inc. Class A (a)

6,551

221,096

Chemicals - 0.2%

Georgia Gulf Corp. (a)

62,500

812,500

Publishing/Printing - 0.0%

HMH Holdings, Inc. (a)(h)

40,013

230,075

Common Stocks - continued

Shares

Value

Publishing/Printing - continued

HMH Holdings, Inc. warrants 3/9/17 (a)

57,163

$ 28,582

RDA Holding Co. warrants 2/19/14 (a)(h)

6,468

0

 

258,657

TOTAL COMMON STOCKS

(Cost $8,056,666)

3,886,691

Convertible Preferred Stocks - 1.2%

 

 

 

 

Banks and Thrifts - 1.2%

Bank of America Corp. Series L, 7.25%

2,966

2,817,700

Huntington Bancshares, Inc. 8.50%

3,410

3,529,384

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $5,518,731)

6,347,084

Floating Rate Loans - 12.0%

 

Principal Amount

 

Aerospace - 0.4%

Sequa Corp. term loan 3.79% 12/3/14 (g)

$ 2,450,810

2,273,126

Air Transportation - 0.7%

Delta Air Lines, Inc. Tranche 2LN, term loan 3.5294% 4/30/14 (g)

1,743,741

1,608,601

US Airways Group, Inc. term loan 2.7616% 3/23/14 (g)

2,235,000

1,882,988

 

3,491,589

Automotive - 1.0%

Federal-Mogul Corp.:

Tranche B, term loan 2.2333% 12/27/14 (g)

2,008,242

1,757,211

Tranche C, term loan 2.2114% 12/27/15 (g)

1,024,613

886,290

Ford Motor Co. term loan 3.03% 12/15/13 (g)

2,466,169

2,379,853

The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.24% 4/30/14 (g)

280,000

260,400

 

5,283,754

Broadcasting - 0.8%

Univision Communications, Inc. Tranche 1LN, term loan 2.5103% 9/29/14 (g)

4,023,584

3,460,282

VNU, Inc.:

term loan 2.2947% 8/9/13 (g)

40,349

38,785

Tranche C, term loan 4.0447% 5/1/16 (g)

650,103

625,724

 

4,124,791

Floating Rate Loans - continued

 

Principal Amount

Value

Cable TV - 0.8%

Charter Communications Operating LLC Tranche B 1LN, term loan 2.26% 3/6/14 (g)

$ 4,610,475

$ 4,374,418

Capital Goods - 0.2%

Dresser, Inc. Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (g)

1,040,000

993,200

Diversified Financial Services - 0.3%

International Lease Finance Corp.:

Tranche 1LN, term loan 6.75% 3/17/15 (g)

897,000

908,213

Tranche 2LN, term loan 7% 3/17/16 (g)

658,000

664,580

 

1,572,793

Electric Utilities - 1.9%

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.4334% 3/30/12 (g)

34,657

32,058

term loan 3.5334% 3/30/14 (g)

1,431,156

1,323,820

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7959% 10/10/14 (g)

5,691,023

4,339,405

Tranche B2, term loan 3.9407% 10/10/14 (g)

5,481,693

4,152,382

 

9,847,665

Energy - 0.1%

CCS, Inc. Tranche B, term loan 3.2603% 11/14/14 (g)

554,547

457,502

Food and Drug Retail - 0.2%

Rite Aid Corp. Tranche ABL, term loan 2.0302% 6/4/14 (g)

1,297,963

1,158,432

Healthcare - 0.9%

Community Health Systems, Inc.:

Tranche B, term loan 2.5493% 7/25/14 (g)

1,167,913

1,100,758

Tranche DD, term loan 2.5494% 7/25/14 (g)

59,936

56,490

HCA, Inc.:

Tranche B, term loan 2.7834% 11/17/13 (g)

768,935

738,177

Tranche B2, term loan 3.7834% 3/31/17 (g)

1,844,058

1,788,737

VWR Funding, Inc. term loan 2.7603% 6/29/14 (g)

1,392,672

1,291,703

 

4,975,865

Homebuilding/Real Estate - 0.2%

Realogy Corp. Tranche 2LN, term loan 13.5% 10/15/17

795,000

838,725

Publishing/Printing - 1.0%

Thomson Learning Tranche B, term loan 3.03% 7/5/14 (g)

6,200,005

5,487,005

Floating Rate Loans - continued

 

Principal Amount

Value

Restaurants - 0.8%

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5286% 6/14/13 (g)

$ 405,190

$ 358,593

term loan 2.875% 6/14/14 (g)

4,471,068

3,956,896

 

4,315,489

Services - 0.2%

ServiceMaster Co.:

term loan 2.8476% 7/24/14 (g)

1,030,798

948,334

Tranche DD, term loan 2.77% 7/24/14 (g)

102,652

94,440

 

1,042,774

Specialty Retailing - 0.2%

Michaels Stores, Inc. Tranche B1, term loan 2.7018% 10/31/13 (g)

1,312,234

1,243,342

Super Retail - 0.2%

Neiman Marcus Group, Inc. term loan 2.4556% 4/6/13 (g)

908,030

864,898

Technology - 1.9%

Avaya, Inc. term loan 3.0575% 10/24/14 (g)

8,130,834

7,114,450

Freescale Semiconductor, Inc. term loan 4.5616% 12/1/16 (g)

1,875,784

1,678,827

SunGard Data Systems, Inc. term loan 2.0433% 2/28/14 (g)

1,236,568

1,193,288

 

9,986,565

Telecommunications - 0.2%

Intelsat Jackson Holdings Ltd. term loan 3.5333% 2/1/14 (g)

1,250,000

1,168,750

TOTAL FLOATING RATE LOANS

(Cost $59,128,579)

63,500,683

Money Market Funds - 3.1%

Shares

 

Fidelity Cash Central Fund, 0.24% (b)
(Cost $16,378,981)

16,378,981

16,378,981

TOTAL INVESTMENT PORTFOLIO - 98.0%

(Cost $488,867,571)

520,779,240

NET OTHER ASSETS (LIABILITIES) - 2.0%

10,816,955

NET ASSETS - 100%

$ 531,596,195

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) Non-income producing - Issuer is in default.

(d) 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.

(e) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(f) 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 $127,949,958 or 24.1% of net assets.

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

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $230,075 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

HMH Holdings, Inc.

6/24/08 - 3/9/10

$ 2,462,284

RDA Holding Co. warrants 2/19/14

2/27/07 - 3/7/07

$ 2,004,800

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

$ 49,420

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 479,753

$ 221,096

$ -

$ 258,657

Financials

7,179,390

3,650,006

3,529,384

-

Industrials

1,762,132

1,762,132

-

-

Materials

812,500

812,500

-

-

Corporate Bonds

430,596,555

-

430,580,557

15,998

Commercial Mortgage Securities

69,246

-

-

69,246

Floating Rate Loans

63,500,683

-

63,500,683

-

Money Market Funds

16,378,981

16,378,981

-

-

Total Investments in Securities:

$ 520,779,240

$ 22,824,715

$ 497,610,624

$ 343,901

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 143,854

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(35,297)

Cost of Purchases

246,652

Proceeds of Sales

(10,350)

Amortization/Accretion

(958)

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 343,901

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ (35,297)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America

89.1%

Bermuda

4.2%

Canada

2.6%

Luxembourg

1.2%

Others (Individually Less Than 1%)

2.9%

 

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, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $472,488,590)

$ 504,400,259

 

Fidelity Central Funds (cost $16,378,981)

16,378,981

 

Total Investments (cost $488,867,571)

 

$ 520,779,240

Cash

23,739

Receivable for investments sold

1,368,079

Interest receivable

9,428,707

Distributions receivable from Fidelity Central Funds

4,134

Total assets

531,603,899

 

 

 

Liabilities

Distributions payable

$ 88

Other payables and accrued expenses

7,616

Total liabilities

7,704

 

 

 

Net Assets

$ 531,596,195

Net Assets consist of:

 

Paid in capital

$ 499,713,491

Net unrealized appreciation (depreciation) on investments

31,882,704

Net Assets, for 5,043,714 shares outstanding

$ 531,596,195

Net Asset Value, offering price and redemption price per share ($531,596,195 ÷ 5,043,714 shares)

$ 105.40

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 344,397

Interest

 

47,175,329

Income from Fidelity Central Funds

 

49,420

Total income

 

47,569,146

 

 

 

Expenses

Custodian fees and expenses

$ 9,724

Independent directors' compensation

2,968

Interest

4,480

Miscellaneous

16

 

Total expenses before reductions

17,188

Expense reductions

(3,422)

13,766

Net investment income

47,555,380

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

20,091,922

Change in net unrealized appreciation (depreciation) on investment securities

24,147,272

Net gain (loss)

44,239,194

Net increase (decrease) in net assets resulting from operations

$ 91,794,574

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 47,555,380

$ 43,377,321

Net realized gain (loss)

20,091,922

(45,632,325)

Change in net unrealized appreciation (depreciation)

24,147,272

29,193,124

Net increase (decrease) in net assets resulting
from operations

91,794,574

26,938,120

Distributions to partners from net investment income

(39,325,019)

(37,208,364)

Affiliated share transactions
Proceeds from sales of shares

109,008,764

117,819,819

Reinvestment of distributions

39,324,023

37,207,830

Cost of shares redeemed

(134,760,939)

(115,039,611)

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

13,571,848

39,988,038

Total increase (decrease) in net assets

66,041,403

29,717,794

 

 

 

Net Assets

Beginning of period

465,554,792

435,836,998

End of period

$ 531,596,195

$ 465,554,792

Other Affiliated Information

Shares

Sold

1,060,980

1,488,758

Issued in reinvestment of distributions

380,258

457,882

Redeemed

(1,326,870)

(1,436,447)

Net increase (decrease)

114,368

510,193

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

Annual Report

Financial Highlights

Years ended August 31,

2010

2009

2008 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 94.45

$ 98.62

$ 100.00

Income from Investment Operations

 

 

 

Net investment income D

  9.362

  8.623

  3.708

Net realized and unrealized gain (loss)

  9.337

  (5.390)

  (1.658)

Total from investment operations

  18.699

  3.233

  2.050

Distributions to partners from net investment income

  (7.749)

  (7.403)

  (3.430)

Net asset value, end of period

$ 105.40

$ 94.45

$ 98.62

Total Return B, C

  20.25%

  4.83%

  2.09%

Ratios to Average Net Assets E, I

 

 

 

Expenses before reductions G

  -%

  -%

  -% A

Expenses net of fee waivers, if any G

  -%

  -%

  -% A

Expenses net of all reductions G

  -%

  -%

  -% A

Net investment income

  9.08%

  10.53%

  8.73% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 531,596

$ 465,555

$ 435,837

Portfolio turnover rate F

  65%

  57%

  35% A, J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Amount represents less than .01%.

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

I Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. 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, 2010

1. Organization.

Fidelity High Income Central Fund 2 (the Fund) is a fund of Fidelity Central Investment Portfolios LLC (the LLC) and is authorized to issue an unlimited number of shares. The LLC is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware Limited Liability Company. Each fund in the LLC is a separate partnership for tax purposes. Shares of the Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Board of Directors may permit the purchase of shares (for cash, securities or other consideration) and admit new Eligible Accredited Investors into each fund, in accordance with the Partnership Agreement.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) 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 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 (GAAP), 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. The Fund uses independent pricing services approved by the Board of Directors to value its investments. When current market prices or quotations

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and floating rate loans, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For commercial mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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 and are categorized as Level 1 in the hierarchy. 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 or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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 writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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 any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 51,421,939

Gross unrealized depreciation

(12,882,565)

Net unrealized appreciation (depreciation)

$ 38,539,374

 

 

Tax Cost

$ 482,239,866

4. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of

Annual Report

4. Operating Policies - continued

Loans and Other Direct Debt Instruments - continued

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, aggregated $327,094,283 and $322,616,897, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., 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.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2 for the period.

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

Interest
Expense

Borrower

$ 10,729,750

.38%

$ 448

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were

Annual Report

Notes to Financial Statements - continued

7. Bank Borrowings - continued

outstanding amounted to $59,335,000. The weighted average interest rate was .62%. The interest expense amounted to $4,032 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $2,968.

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 $454.

9. 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 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, 2010, 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 and for the period from March 31, 2008 (commencement of operations) to August 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2010, by correspondence with the custodians, brokers and agent banks; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity High Income Central Fund 2 as of August 31, 2010, 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 the financial highlights for each of the two years in the period then ended and for the period from March 31, 2008 (commencement of operations) to August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 2004

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

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 Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity High Income Central Fund 2

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 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 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 is in the best interests of fund shareholders and that the lack of compensation to be received by Fidelity under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the 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 to act in the best interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee 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 and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with 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 investment management and support services and of shareholder and administrative 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 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 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 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 cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, 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, 2010

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

SHI-ANN-1010
1.820817.105

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Life of
Fund
A

  Fidelity® Specialized High Income Central Fund

18.23%

7.13%

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 BofA Merrill Lynch BB US High Yield Constrained Index performed over the same period.

fid81

Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted impressive gains for the year ending August 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 21.92%. Conditions were ripe for a strong run in high yield, as the U.S. economy began growing again, credit conditions improved, interest rates remained exceptionally low and corporations showed better-than-expected financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at prevailing rates that were lower, but still high enough to attract yield-hungry investors during a period of very low interest rates for higher-quality fixed-income alternatives, such as government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants who were encouraged by an increasing number of credit-rating upgrades. Additionally, the high-yield default rate fell sharply, further bolstering demand. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity-market volatility negatively influenced high-yield bonds, but these setbacks were temporary.

Comments from Matthew Conti, Portfolio Manager of Fidelity® Specialized High Income Central Fund: For the year ending August 31, 2010, the fund returned 18.23%, underperforming the 19.61% return of The BofA Merrill Lynch BB US High Yield Constrained Index. At the industry level, underweighting the top-performing insurance group dampened performance relative to the index, as did carrying a modest cash position within a strong market. Underweighting banks/thrifts and diversified financial services also detracted. Conversely, the fund got a boost from solid security selection within air transportation - where it also helped to carry an overweighting - telecommunications, technology and leisure. In terms of individual securities, not owning diversified financial services provider American General Finance hurt, as did untimely ownership and an underweighting of that firm's parent company, insurance giant American International Group (AIG). Our overweighted positions in hospital operator HCA and Host Hotels & Resorts performed well but lagged the index, as did an out-of-benchmark holding in Italian telecommunications company Wind Acquisition Finance. We lost further ground by not owning insurance provider and index component Liberty Mutual Group. On the plus side, the fund benefited the most from overweighting and timely ownership of five names: business machine manufacturer Xerox, Continental Airlines, Royal Caribbean Cruises, Delta Air Lines and United Airlines.

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, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Actual

.0030%

$ 1,000.00

$ 1,070.30

$ .02

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.19

$ .02

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of August 31, 2010

(by issuer, excluding cash equivalents and interfund loans)

% of fund's
net assets

% of fund's net assets
6 months ago

International Lease Finance Corp.

4.0

0.0

HCA, Inc.

3.8

4.0

Royal Caribbean Cruises Ltd.

3.7

3.2

Nextel Communications, Inc.

2.6

2.4

Omega Healthcare Investors, Inc.

2.5

1.9

 

16.6

 

Top Five Market Sectors as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

11.7

12.4

Healthcare

8.5

7.8

Electric Utilities

7.5

6.6

Diversified Financial Services

7.5

2.6

Technology

6.9

5.4

Quality Diversification (% of fund's net assets) as of August 31, 2010

As of August 31, 2010

As of February 28, 2010

fid83

AAA,AA,A 0.0%

 

fid33

AAA,AA,A 1.0%

 

fid37

BBB 6.7%

 

fid37

BBB 4.6%

 

fid88

BB 65.0%

 

fid88

BB 67.3%

 

fid41

B 22.0%

 

fid92

B 20.6%

 

fid45

Interfund Loans 4.8%

 

fid83

Interfund Loans 0.0%

 

fid96

Short-Term
Investments and
Net Other Assets 1.5%

 

fid64

Short-Term
Investments and
Net Other Assets 6.5%

 

fid99

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades.

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid33

Interfund Loans 4.8%

 

fid83

Interfund Loans 0.0%

 

fid88

Nonconvertible
Bonds 90.4%

 

fid88

Nonconvertible
Bonds 89.2%

 

fid83

Convertible Bonds, Preferred Stocks 0.0%

 

fid45

Convertible Bonds, Preferred Stocks 0.4%

 

fid52

Floating Rate Loans 3.3%

 

fid52

Floating Rate Loans 3.9%

 

fid64

Short-Term
Investments and
Net Other Assets 1.5%

 

fid64

Short-Term
Investments and
Net Other Assets 6.5%

 

* Foreign investments

12.4%

 

** Foreign investments

14.0%

 

fid111

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 90.4%

 

Principal Amount

Value

Aerospace - 0.6%

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

$ 1,965,000

$ 2,102,550

Esterline Technologies Corp. 7% 8/1/20 (b)

505,000

513,838

 

2,616,388

Air Transportation - 3.6%

American Airlines, Inc. pass-thru trust certificates:

6.977% 11/23/22

637,176

538,413

8.608% 10/1/12

1,120,000

1,120,000

10.375% 7/2/19

833,381

954,221

Continental Airlines, Inc.:

pass-thru trust certificates:

7.875% 7/2/18

856,276

804,899

8.388% 5/1/22

61,498

60,576

9.798% 4/1/21

1,270,830

1,245,414

6.75% 9/15/15 (b)

1,565,000

1,553,263

Continental Airlines, Inc. 9.25% 5/10/17

405,000

421,200

Delta Air Lines, Inc. 9.5% 9/15/14 (b)

610,000

654,225

Delta Air Lines, Inc. pass-thru trust certificates:

8.021% 8/10/22

2,833,468

2,786,716

8.954% 8/10/14

408,009

418,618

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

1,700,308

1,717,311

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

1,282,161

1,153,945

9.75% 1/15/17

1,774,968

1,965,777

12% 1/15/16 (b)

305,407

332,497

 

15,727,075

Automotive - 2.5%

Ford Motor Credit Co. LLC:

6.625% 8/15/17

4,315,000

4,379,725

7% 4/15/15

1,630,000

1,674,825

8% 12/15/16

2,060,000

2,237,811

Lear Corp. 7.875% 3/15/18

1,120,000

1,156,400

Navistar International Corp. 8.25% 11/1/21

1,385,000

1,440,400

 

10,889,161

Banks and Thrifts - 2.2%

Bank of America Corp.:

8% (c)

2,460,000

2,484,600

8.125% (c)

2,180,000

2,212,700

Nonconvertible Bonds - continued

 

Principal Amount

Value

Banks and Thrifts - continued

Fifth Third Capital Trust IV 6.5% 4/15/67 (c)

$ 2,225,000

$ 1,919,063

Zions Bancorp. 7.75% 9/23/14

2,835,000

2,978,304

 

9,594,667

Broadcasting - 0.8%

Belo Corp. 8% 11/15/16

3,285,000

3,465,675

Building Materials - 0.3%

Building Materials Corp. of America 6.875% 8/15/18 (b)

1,170,000

1,146,600

Cable TV - 4.4%

CSC Holdings LLC:

8.5% 4/15/14

1,025,000

1,122,375

8.5% 6/15/15

2,220,000

2,408,700

8.625% 2/15/19

1,805,000

2,017,088

EchoStar Communications Corp.:

6.625% 10/1/14

1,455,000

1,484,100

7.125% 2/1/16

2,410,000

2,464,225

7.75% 5/31/15

550,000

573,375

UPC Germany GmbH 8.125% 12/1/17 (b)

3,010,000

3,096,688

Videotron Ltd. 9.125% 4/15/18

5,570,000

6,140,925

 

19,307,476

Capital Goods - 1.4%

Aircastle Ltd. 9.75% 8/1/18 (b)

975,000

987,188

Amsted Industries, Inc. 8.125% 3/15/18 (b)

1,575,000

1,602,563

Case New Holland, Inc. 7.75% 9/1/13

1,885,000

1,979,250

SPX Corp. 6.875% 9/1/17 (b)

1,495,000

1,528,638

 

6,097,639

Chemicals - 2.0%

LBI Escrow Corp. 8% 11/1/17 (b)

3,120,000

3,354,000

NOVA Chemicals Corp.:

3.7476% 11/15/13 (c)

2,720,000

2,529,600

6.5% 1/15/12

2,830,000

2,893,675

 

8,777,275

Consumer Products - 0.2%

ACCO Brands Corp. 10.625% 3/15/15

785,000

865,463

Containers - 1.2%

Greif, Inc. 6.75% 2/1/17

5,275,000

5,327,750

Nonconvertible Bonds - continued

 

Principal Amount

Value

Diversified Financial Services - 7.5%

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

7.75% 1/15/16

$ 6,900,000

$ 6,865,500

8% 1/15/18

3,915,000

3,895,425

ILFC E-Capital Trust II 6.25% 12/21/65 (b)(c)

460,000

292,100

International Lease Finance Corp.:

5.625% 9/20/13

600,000

563,250

5.65% 6/1/14

4,040,000

3,747,100

6.375% 3/25/13

130,000

125,613

6.5% 9/1/14 (b)

745,000

761,763

6.625% 11/15/13

620,000

596,750

6.75% 9/1/16 (b)

745,000

759,900

7.125% 9/1/18 (b)

2,190,000

2,233,800

8.625% 9/15/15 (b)

6,280,000

6,327,100

8.75% 3/15/17 (b)

2,210,000

2,226,575

Reliance Intermediate Holdings LP 9.5% 12/15/19 (b)

2,225,000

2,314,000

SLM Corp. 8% 3/25/20

2,207,000

1,931,169

 

32,640,045

Diversified Media - 1.5%

Interpublic Group of Companies, Inc. 6.25% 11/15/14

4,585,000

4,745,475

Liberty Media Corp.:

8.25% 2/1/30

1,710,000

1,624,500

8.5% 7/15/29

130,000

123,500

 

6,493,475

Electric Utilities - 6.7%

AES Corp.:

7.75% 3/1/14

3,370,000

3,504,800

7.75% 10/15/15

3,020,000

3,163,450

8% 10/15/17

1,710,000

1,808,325

9.75% 4/15/16

1,305,000

1,455,075

Calpine Construction Finance Co. LP 8% 6/1/16 (b)

2,400,000

2,508,000

Intergen NV 9% 6/30/17 (b)

3,960,000

4,068,900

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

2,175,000

2,272,875

NRG Energy, Inc.:

7.25% 2/1/14

850,000

867,000

7.375% 2/1/16

1,290,000

1,296,450

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

7,700,000

6,814,500

Otter Tail Corp. 9% 12/15/16

1,300,000

1,391,000

 

29,150,375

Nonconvertible Bonds - continued

 

Principal Amount

Value

Energy - 6.6%

Anadarko Petroleum Corp.:

5.95% 9/15/16

$ 830,000

$ 822,424

6.375% 9/15/17

382,000

377,997

6.95% 6/15/19

835,000

841,966

Chesapeake Energy Corp.:

6.625% 8/15/20

750,000

751,875

6.875% 8/15/18

750,000

765,000

7.625% 7/15/13

2,560,000

2,764,800

Continental Resources, Inc. 7.375% 10/1/20 (b)

1,360,000

1,380,400

Denbury Resources, Inc. 9.75% 3/1/16

515,000

569,075

Drummond Co., Inc. 7.375% 2/15/16

1,810,000

1,828,100

Forest Oil Corp. 8.5% 2/15/14

645,000

685,313

Frontier Oil Corp. 8.5% 9/15/16

1,900,000

1,947,500

Pan American Energy LLC 7.875% 5/7/21 (b)

1,540,000

1,586,200

Pioneer Natural Resources Co.:

6.65% 3/15/17

4,025,000

4,155,813

7.5% 1/15/20

1,255,000

1,342,850

Plains Exploration & Production Co.:

7% 3/15/17

4,095,000

4,033,575

7.625% 6/1/18

1,575,000

1,598,625

10% 3/1/16

1,155,000

1,264,725

Range Resources Corp. 6.75% 8/1/20

2,010,000

2,035,125

 

28,751,363

Environmental - 0.1%

EnergySolutions, Inc. / EnergySolutions LLC 10.75% 8/15/18 (b)

435,000

445,310

Food and Drug Retail - 1.7%

Albertsons, Inc.:

7.45% 8/1/29

3,560,000

2,883,600

7.75% 6/15/26

190,000

161,738

8% 5/1/31

2,225,000

1,869,000

SUPERVALU, Inc. 8% 5/1/16

2,695,000

2,701,738

 

7,616,076

Food/Beverage/Tobacco - 0.1%

C&S Group Enterprises LLC 8.375% 5/1/17 (b)

525,000

500,063

Gaming - 2.5%

Chukchansi Economic Development Authority:

4.1226% 11/15/12 (b)(c)

150,000

85,500

8% 11/15/13 (b)

720,000

417,600

Scientific Games Corp.:

7.875% 6/15/16 (b)

3,410,000

3,444,100

Nonconvertible Bonds - continued

 

Principal Amount

Value

Gaming - continued

Scientific Games Corp.: - continued

9.25% 6/15/19

$ 870,000

$ 922,200

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

1,245,000

1,210,763

7.25% 5/1/12

1,580,000

1,536,550

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75% 8/15/20 (b)

3,375,000

3,400,313

 

11,017,026

Healthcare - 8.5%

HCA, Inc.:

8.5% 4/15/19

1,880,000

2,053,900

9.125% 11/15/14

1,500,000

1,578,750

9.25% 11/15/16

4,655,000

4,969,213

9.625% 11/15/16 pay-in-kind (c)

6,821,000

7,281,418

9.875% 2/15/17

265,000

289,513

Mylan, Inc.:

7.625% 7/15/17 (b)

660,000

684,750

7.875% 7/15/20 (b)

780,000

817,050

Omega Healthcare Investors, Inc.:

7% 4/1/14

5,785,000

5,900,700

7% 1/15/16

4,130,000

4,222,925

7.5% 2/15/20 (b)

645,000

670,800

Senior Housing Properties Trust 6.75% 4/15/20

3,490,000

3,577,250

Valeant Pharmaceuticals International 7.625% 3/15/20 (b)

765,000

921,825

Ventas Realty LP:

6.5% 6/1/16

830,000

846,600

6.5% 6/1/16

1,680,000

1,713,600

6.625% 10/15/14

1,795,000

1,848,850

 

37,377,144

Homebuilding/Real Estate - 1.0%

DuPont Fabros Technology LP 8.5% 12/15/17

945,000

999,338

KB Home 7.25% 6/15/18

490,000

448,350

Lennar Corp.:

5.6% 5/31/15

1,280,000

1,190,400

12.25% 6/1/17

1,440,000

1,641,600

 

4,279,688

Hotels - 2.0%

Host Hotels & Resorts LP:

6.875% 11/1/14

545,000

558,625

Nonconvertible Bonds - continued

 

Principal Amount

Value

Hotels - continued

Host Hotels & Resorts LP: - continued

9% 5/15/17

$ 485,000

$ 526,225

Host Marriott LP 7.125% 11/1/13

7,422,000

7,533,330

 

8,618,180

Leisure - 3.9%

GWR Operating Partnership LLP 10.875% 4/1/17 (b)

975,000

982,313

Royal Caribbean Cruises Ltd.:

6.875% 12/1/13

950,000

961,875

7.25% 3/15/18

500,000

488,750

yankee:

7% 6/15/13

6,215,000

6,347,069

7.25% 6/15/16

5,305,000

5,291,738

7.5% 10/15/27

3,310,000

2,958,147

 

17,029,892

Metals/Mining - 1.4%

Arch Coal, Inc.:

7.25% 10/1/20

205,000

206,538

8.75% 8/1/16

745,000

802,738

CONSOL Energy, Inc.:

8% 4/1/17 (b)

2,010,000

2,110,500

8.25% 4/1/20 (b)

1,305,000

1,386,563

Drummond Co., Inc. 9% 10/15/14 (b)

315,000

329,963

Massey Energy Co. 6.875% 12/15/13

1,510,000

1,528,875

 

6,365,177

Paper - 0.9%

Boise Paper LLC/Boise Co-Issuer Co. 8% 4/1/20

500,000

510,000

Verso Paper Holdings LLC/Verso Paper, Inc. 11.5% 7/1/14

3,190,000

3,397,350

 

3,907,350

Services - 1.5%

Fidelity National Information Services, Inc.:

7.625% 7/15/17 (b)

1,515,000

1,575,600

7.875% 7/15/20 (b)

490,000

514,500

FTI Consulting, Inc.:

7.625% 6/15/13

2,370,000

2,399,625

7.75% 10/1/16

1,475,000

1,519,250

PHH Corp. 9.25% 3/1/16 (b)

740,000

743,700

 

6,752,675

Shipping - 2.0%

Navios Maritime Holdings, Inc. 8.875% 11/1/17 (b)

5,395,000

5,583,825

Nonconvertible Bonds - continued

 

Principal Amount

Value

Shipping - continued

Overseas Shipholding Group, Inc.:

7.5% 2/15/24

$ 525,000

$ 452,156

8.125% 3/30/18

1,125,000

1,153,125

Teekay Corp. 8.5% 1/15/20

1,480,000

1,587,300

 

8,776,406

Steels - 1.6%

Steel Dynamics, Inc.:

6.75% 4/1/15

3,100,000

3,138,750

7.375% 11/1/12

3,050,000

3,217,750

7.625% 3/15/20 (b)

585,000

595,238

 

6,951,738

Super Retail - 3.1%

AutoNation, Inc. 6.75% 4/15/18

905,000

902,738

Ltd. Brands, Inc. 8.5% 6/15/19

1,160,000

1,310,800

Netflix, Inc. 8.5% 11/15/17

3,535,000

3,822,042

QVC, Inc. 7.125% 4/15/17 (b)

575,000

582,188

Toys 'R' Us Property Co. II LLC 8.5% 12/1/17 (b)

6,220,000

6,468,800

Toys 'R' US, Inc. 7.375% 9/1/16 (b)

550,000

552,750

 

13,639,318

Technology - 6.9%

Advanced Micro Devices, Inc. 7.75% 8/1/20 (b)

7,225,000

7,170,813

Amkor Technology, Inc. 7.375% 5/1/18 (b)

4,160,000

4,149,600

Jabil Circuit, Inc.:

7.75% 7/15/16

1,135,000

1,222,963

8.25% 3/15/18

915,000

995,063

Lucent Technologies, Inc.:

6.45% 3/15/29

3,665,000

2,473,875

6.5% 1/15/28

10,000

6,750

Seagate HDD Cayman 6.875% 5/1/20 (b)

445,000

436,656

Seagate Technology HDD Holdings 6.8% 10/1/16

3,890,000

3,928,900

Xerox Capital Trust I 8% 2/1/27

9,690,000

9,891,831

 

30,276,451

Telecommunications - 11.7%

Citizens Communications Co.:

7.875% 1/15/27

360,000

351,000

9% 8/15/31

6,885,000

7,005,488

Cricket Communications, Inc. 7.75% 5/15/16

3,360,000

3,469,200

Equinix, Inc. 8.125% 3/1/18

2,800,000

2,940,000

Frontier Communications Corp.:

7.875% 4/15/15

685,000

720,963

Nonconvertible Bonds - continued

 

Principal Amount

Value

Telecommunications - continued

Frontier Communications Corp.: - continued

8.125% 10/1/18

$ 3,045,000

$ 3,227,700

8.25% 5/1/14

1,745,000

1,882,332

8.25% 4/15/17

1,920,000

2,049,600

8.5% 4/15/20

345,000

363,975

Nextel Communications, Inc.:

5.95% 3/15/14

925,000

893,781

6.875% 10/31/13

5,360,000

5,346,600

7.375% 8/1/15

5,180,000

5,128,200

NII Capital Corp.:

8.875% 12/15/19

2,595,000

2,789,625

10% 8/15/16

1,915,000

2,147,194

Qwest Communications International, Inc.:

7.125% 4/1/18 (b)

1,800,000

1,858,500

7.5% 2/15/14

2,005,000

2,042,594

8% 10/1/15 (b)

1,380,000

1,483,500

Qwest Corp.:

3.7871% 6/15/13 (c)

1,795,000

1,839,875

8.375% 5/1/16

1,175,000

1,369,228

Sprint Nextel Corp. 6% 12/1/16

1,970,000

1,839,488

U.S. West Communications 7.5% 6/15/23

2,500,000

2,525,000

 

51,273,843

TOTAL NONCONVERTIBLE BONDS

(Cost $373,854,920)

395,676,764

Floating Rate Loans - 3.3%

 

Automotive - 2.1%

Federal-Mogul Corp.:

Tranche B, term loan 2.2333% 12/27/14 (c)

4,862,821

4,254,969

Tranche C, term loan 2.2114% 12/27/15 (c)

2,697,735

2,333,541

Ford Motor Co. term loan 3.03% 12/15/13 (c)

2,748,735

2,652,529

 

9,241,039

Electric Utilities - 0.8%

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.4334% 3/30/12 (c)

319,179

295,240

term loan 3.5334% 3/30/14 (c)

3,475,446

3,214,788

 

3,510,028

Floating Rate Loans - continued

 

Principal Amount

Value

Publishing/Printing - 0.4%

Newsday LLC term loan 10.5% 8/1/13

$ 1,535,000

$ 1,630,938

TOTAL FLOATING RATE LOANS

(Cost $13,552,951)

14,382,005

Interfund Loans - 4.8%

 

With Fidelity Blue Chip Growth Fund, at 0.47% due 9/1/10 (a)
(Cost $21,052,000)

21,052,000

21,052,000

Cash Equivalents - 0.4%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.24%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $1,512,000)

$ 1,512,010

1,512,000

TOTAL INVESTMENT PORTFOLIO - 98.9%

(Cost $409,971,871)

432,622,769

NET OTHER ASSETS (LIABILITIES) - 1.1%

4,961,369

NET ASSETS - 100%

$ 437,584,138

Legend

(a) Loan is with an affiliated fund.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $96,227,933 or 22.0% of net assets.

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

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

Repurchase Agreement / Counterparty

Value

$1,512,000 due 9/01/10 at 0.24%

BNP Paribas Securities Corp.

$ 380,134

Bank of America NA

133,627

Barclays Capital, Inc.

89,572

Credit Suisse Securities (USA) LLC

66,814

Deutsche Bank Securities, Inc.

33,407

HSBC Securities (USA), Inc.

100,221

J.P. Morgan Securities, Inc.

467,696

Mizuho Securities USA, Inc.

66,814

Societe Generale, New York Branch

167,034

Wells Fargo Securities LLC

6,681

 

$ 1,512,000

Other Information

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

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

United States of America

87.6%

Liberia

3.7%

Canada

3.1%

Cayman Islands

1.8%

Marshall Islands

1.6%

Others (Individually Less Than 1%)

2.2%

 

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, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $1,512,000) - See accompanying schedule:

Unaffiliated issuers (cost $388,919,871)

$ 411,570,769

 

Other affiliated issuers (cost $21,052,000)

21,052,000

 

Total Investments (cost $409,971,871)

 

$ 432,622,769

Cash

749

Receivable for investments sold

252,592

Interest receivable

7,767,909

Other affiliated receivables

451

Total assets

440,644,470

 

 

 

Liabilities

Payable for investments purchased

$ 3,059,082

Distributions payable

75

Other payables and accrued expenses

1,175

Total liabilities

3,060,332

 

 

 

Net Assets

$ 437,584,138

Net Assets consist of:

 

Paid in capital

$ 414,933,240

Net unrealized appreciation (depreciation) on investments

22,650,898

Net Assets, for 4,460,811 shares outstanding

$ 437,584,138

Net Asset Value, offering price and redemption price per share ($437,584,138 ÷ 4,460,811 shares)

$ 98.10

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

Annual Report

Statement of Operations

  

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Interest (including $17,659 from affiliated interfund lending)

 

$ 34,713,963

 

 

 

Expenses

Custodian fees and expenses

$ 8,017

Independent directors' compensation

2,444

Miscellaneous expense

16

 

Total expenses before reductions

10,477

Expense reductions

(2,726)

7,751

Net investment income

34,706,212

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

18,233,438

Change in net unrealized appreciation (depreciation) on investment securities

17,885,643

Net gain (loss)

36,119,081

Net increase (decrease) in net assets resulting from operations

$ 70,825,293

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 34,706,212

$ 36,291,020

Net realized gain (loss)

18,233,438

(38,655,043)

Change in net unrealized appreciation (depreciation)

17,885,643

26,166,378

Net increase (decrease) in net assets resulting
from operations

70,825,293

23,802,355

Distributions to partners from net investment income

(31,303,018)

(32,276,602)

Affiliated share transactions
Proceeds from sales of shares

-

25,302,989

Reinvestment of distributions

31,302,136

32,276,120

Cost of shares redeemed

(42,968,987)

(50,209,965)

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

(11,666,851)

7,369,144

Total increase (decrease) in net assets

27,855,424

(1,105,103)

 

 

 

Net Assets

Beginning of period

409,728,714

410,833,817

End of period

$ 437,584,138

$ 409,728,714

Other Information

Shares

Sold

-

325,689

Issued in reinvestment of distributions

327,916

401,003

Redeemed

(458,492)

(578,785)

Net increase (decrease)

(130,576)

147,907

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

Annual Report

Financial Highlights

Years ended August 31,

2010

2009

2008

2007

2006 H

2006 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 89.24

$ 92.46

$ 97.00

$ 98.47

$ 98.68

$ 100.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

7.729

7.598

7.134

7.095

2.314

3.996

Net realized and unrealized gain (loss)

8.103

(4.053)

(4.802)

(1.570)

(.270)

(1.413)

Total from investment operations

15.832

3.545

2.332

5.525

2.044

2.583

Distributions to partners from net investment income

(6.972)

(6.765)

(6.872)

(6.995)

(2.254)

(3.903)

Net asset value, end of period

$ 98.10

$ 89.24

$ 92.46

$ 97.00

$ 98.47

$ 98.68

Total Return B, C

18.23%

4.96%

2.39%

5.61%

2.11%

2.63%

Ratios to Average Net Assets G

 

 

 

 

 

Expenses before reductions

-% E

-% E

-% E

-% E

.04% A

.04% A

Expenses net of fee waivers, if any

-% E

-% E

-% E

-% E

.01% A

.04% A

Expenses net of all reductions

-% E

-% E

-% E

-% E

-% A, E

.04% A

Net investment income

8.12%

9.40%

7.45%

7.10%

7.04% A

6.64% A

Supplemental Data

 

 

 

 

 

 

Net assets, end
of period
(000 omitted)

$ 437,584

$ 409,729

$ 410,834

$ 343,017

$ 206,873

$ 207,327

Portfolio turnover rate

70%

73%

50%

75%

46% A

55% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Amount represents less than .01%.

F For the period September 20, 2005 (commencement of operations) to April 30, 2006.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

H For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

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 (GAAP), 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. The Fund uses independent pricing services approved by the Board of Directors to value its investments. 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 market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Annual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and floating rate loans, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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 and may include proceeds received from litigation. 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 amongst 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.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

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 any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

Gross unrealized appreciation

$ 29,048,473

Gross unrealized depreciation

(3,064,108)

Net unrealized appreciation (depreciation)

$ 25,984,365

 

 

Tax Cost

$ 406,638,404

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.

Annual Report

3. Operating Policies - continued

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's 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 $284,513,353 and $303,898,349, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR Co., Inc. (FMRC), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FMRC, FMR pays FMRC a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans at period end are presented under the caption "Interfund Loans" in the Fund's Schedule of Investments with accrued interest included in Other Receivables on the Statement of Assets and Liabilities. 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

$ 7,693,804

.42%

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $2,444.

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 $282.

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, 2010, and the related statement of operations for the year ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2010, by correspondence with the custodians, brokers and agent banks; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Specialized High Income Central Fund as of August 31, 2010, 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 the financial highlights for each of the periods presented in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 15, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 222 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 2004

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

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 Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Annual Report

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

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 Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (65)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (59)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-
present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007- 2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (45)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008- present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Specialized High Income Central Fund

Each year, the Board of Directors, including the Independent Directors (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Directors' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Directors with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 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 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 is in the best interests of fund shareholders and that the lack of compensation to be received by Fidelity under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the 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 to act in the best interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee 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 and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

Annual Report

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 adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, and the use of "soft" commission dollars to pay for research services.

Investment Performance. The Board considered whether the fund has operated in accordance with 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 investment management and support services and of shareholder and administrative 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 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 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 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 cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, 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, 2010, 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, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity High Income Central Fund 2

$42,000

$-

$6,000

$-

Fidelity Specialized High Income Central Fund

$51,000

$-

$8,100

$-

August 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity High Income Central Fund 2

$47,000

$-

$6,000

$-

Fidelity Specialized High Income Central Fund

$56,000

$-

$8,100

$-

A Amounts may reflect rounding.

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, 2010A

August 31, 2009A

Audit-Related Fees

$720,000

$815,000

Tax Fees

$-

$2,000

All Other Fees

$450,000

$405,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for 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, 2010 A

August 31, 2009 A

Deloitte Entities

$1,220,000

$1,345,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Central Investment Portfolios LLC

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

October 26, 2010

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 26, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

October 26, 2010