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 811-4861

Fidelity Garrison Street Trust
(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:

September 30

 

 

Date of reporting period:

September 30, 2008

Item 1. Reports to Stockholders

Fidelity® Money Market
Central Fund

Annual Report

September 30, 2008

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

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

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

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

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

CFM-ANN-1108
1.743123.108

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 (April 1, 2008 to September 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

Annualized
Expense Ratio

Beginning
Account Value
April 1, 2008

Ending
Account Value
September 30, 2008

Expenses Paid
During Period
*
April 1, 2008 to
September 30, 2008

Actual

.0043%

$ 1,000.00

$ 1,014.80

$ .02

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.98

$ .02

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Maturity Diversification

Days

% of fund's investments 9/30/08

% of fund's investments 3/31/08

% of fund's
investments
9/30/07

0 - 30

59.4

47.8

40.6

 31 - 90

27.4

40.0

37.2

 91 - 180

11.1

10.2

15.6

181 - 397

2.1

2.0

6.6

Weighted Average Maturity

 

9/30/08

3/31/08

9/30/07

Fidelity Money Market
Central Fund

40 Days

46 Days

63 Days

All Taxable Money Markets
Funds Average
*

41 Days

42 Days

40 Days

Asset Allocation (% of fund's net assets)

As of September 30, 2008

As of March 31, 2008

fid23

Commercial Paper 21.0%

 

fid23

Commercial Paper 16.8%

 

fid26

Bank CDs, BAs,
TDs, and Notes 68.9%

 

fid28

Bank CDs, BAs,
TDs, and Notes 76.0%

 

fid30

Government
Securities 3.4%

 

fid30

Government
Securities 2.1%

 

fid33

Repurchase
Agreements 8.2%

 

fid33

Repurchase
Agreements 7.2%

 

fid36

Net Other Assets** (1.5)%

 

fid36

Net Other Assets** (2.1)%

 


fid39

** Net Other Assets are not included in the pie chart.

Current and Historical Seven-Day Yields

 

9/30/08

7/1/08

4/1/08

1/1/08

10/2/07

Fidelity Money Market Central Fund

3.13%

2.83%

3.44%

5.27%

5.52%

* Source:iMoneyNet, Inc.

Annual Report

Investments September 30, 2008

Showing Percentage of Net Assets

Certificates of Deposit - 35.3%

 

Due Date

Yield (a)

Principal Amount

Value

Domestic Certificates Of Deposit - 0.3%

Bank of America NA

 

2/11/09

3.00%

$ 1,000,000

$ 1,000,000

PNC Bank NA, Pittsburgh

 

4/1/09

3.08

1,000,000

1,000,000

 

 

2,000,000

London Branch, Eurodollar, Foreign Banks - 8.1%

Barclays Bank PLC

 

10/24/08 to 12/29/08

3.20 to 4.50

7,000,000

7,000,000

Calyon SA

 

12/18/08

3.30

3,000,000

3,000,000

Credit Agricole SA

 

11/3/08 to 2/2/09

3.00 to 3.22

7,000,000

7,000,000

Credit Industriel et Commercial

 

10/7/08 to 12/5/08

3.00 to 8.50

10,000,000

10,000,000

HSBC Bank PLC

 

11/24/08

2.78

1,000,000

1,000,000

Landesbank Hessen-Thuringen

 

11/26/08

2.90

2,000,000

2,000,000

National Australia Bank Ltd.

 

12/29/08

3.16

2,000,000

2,000,000

Royal Bank of Scotland PLC

 

1/16/09

3.12

5,000,000

5,000,146

UniCredit SpA

 

11/7/08 to 12/11/08

2.93 to 3.00

8,000,000

8,000,000

 

 

45,000,146

New York Branch, Yankee Dollar, Foreign Banks - 26.9%

Abbey National Treasury Services PLC

 

11/19/08

3.01 (c)

1,000,000

1,000,000

Banco Santander SA

 

10/20/08 to 2/2/09

2.75 to 3.19

3,000,000

3,000,000

Bank of Montreal

 

10/7/08 to 12/5/08

2.99 to 3.74 (c)

12,000,000

12,000,000

Bank of Nova Scotia

 

10/15/08 to 12/5/08

3.09 to 3.11 (c)

7,000,000

7,000,000

Bank of Scotland PLC

 

10/6/08 to 11/6/08

2.67 to 3.01 (c)

10,000,000

10,000,000

Certificates of Deposit - continued

 

Due Date

Yield (a)

Principal Amount

Value

New York Branch, Yankee Dollar, Foreign Banks - continued

Bank Tokyo-Mitsubishi UFJ Ltd.

 

10/8/08 to 11/24/08

2.85 to 4.50%

$ 20,000,000

$ 19,999,998

Barclays Bank PLC

 

10/3/08 to 2/26/09

2.99 to 3.13 (c)

11,000,000

11,000,000

BNP Paribas SA

 

10/2/08 to 4/20/09

2.65 to 3.12

13,000,000

13,000,000

Calyon SA

 

2/9/09

3.15

3,000,000

3,000,000

Commerzbank AG

 

10/16/08

2.80

2,000,000

2,000,000

Credit Suisse First Boston

 

10/27/08 to 11/11/08

2.89 to 3.15 (c)

8,000,000

8,000,000

Deutsche Bank AG

 

10/6/08 to 12/3/08

2.88 to 3.00 (c)

9,000,000

9,000,000

Intesa Sanpaolo SpA

 

10/1/08 to 3/9/09

2.99 to 3.56 (c)

13,000,000

12,999,953

Natixis SA

 

11/17/08

2.95

1,000,000

1,000,000

Rabobank Nederland

 

4/14/09 to 4/20/09

2.63 to 2.75

2,000,000

2,000,000

Royal Bank of Canada

 

1/1/09

3.21 (c)

4,000,000

4,000,000

Royal Bank of Scotland PLC

 

10/28/08 to 3/9/09

3.14 to 4.26 (c)

20,000,000

20,000,000

San Paolo IMI SpA

 

4/21/09

3.15

2,000,000

2,000,000

Societe Generale

 

10/14/08

2.82

2,000,000

2,000,000

Sumitomo Mitsui Banking Corp.

 

10/31/08 to 11/7/08

2.85

4,000,000

4,000,000

Svenska Handelsbanken AB

 

11/26/08

3.16 (c)

1,000,000

1,000,000

Certificates of Deposit - continued

 

Due Date

Yield (a)

Principal Amount

Value

New York Branch, Yankee Dollar, Foreign Banks - continued

UniCredit SpA

 

10/1/08

2.75

$ 2,000,000

$ 2,000,000

 

 

149,999,951

TOTAL CERTIFICATES OF DEPOSIT

197,000,097

Commercial Paper - 21.0%

 

American Water Capital Corp.

 

10/6/08

2.96%

1,000,000

999,590

Atlantic Asset Securitization Corp.

 

10/6/08 to 11/5/08

2.68 to 4.27

9,000,000

8,986,714

Banco Bilbao Vizcaya Argentaria SA (London Branch)

 

1/8/09 to 2/26/09

3.11 to 3.17

11,000,000

10,886,043

Bank of Scotland PLC

 

10/1/08

7.95

1,000,000

1,000,000

CBA Finance, Inc.

 

11/18/08

2.84

1,000,000

996,253

CVS Caremark Corp.

 

10/14/08

2.96 to 3.01

2,000,000

1,997,851

Dakota Notes (Citibank Credit Card Issuance Trust)

 

10/1/08 to 11/13/08

2.74 to 6.25

7,000,000

6,988,106

Dominion Resources, Inc.

 

10/2/08

6.11

1,000,000

999,831

Dow Chemical Co.

 

10/8/08

3.01

1,000,000

999,417

Duke Energy Corp.

 

10/2/08 to 10/6/08

6.11

4,715,000

4,713,354

Emerald Notes (BA Credit Card Trust)

 

10/21/08 to 11/18/08

3.02 to 3.04

4,000,000

3,990,631

General Electric Capital Corp.

 

2/3/09

2.90

2,000,000

1,980,139

Ingersoll Rand Glb Holding Co. Ltd.

 

10/10/08

2.93

1,000,000

999,270

International Lease Financial Corp.

 

10/1/08

3.01

1,000,000

1,000,000

ITT Corp.

 

10/6/08

2.93

1,000,000

999,594

 

Commercial Paper - continued

 

Due Date

Yield (a)

Principal Amount

Value

Natexis Banques Populaires US Finance Co. LLC

 

10/10/08 to 12/8/08

2.77 to 3.05%

$ 9,000,000

$ 8,983,574

National Grid USA

 

10/9/08

3.01

1,000,000

999,333

Nationwide Building Society

 

11/4/08 to 1/23/09

2.80 to 3.40

4,000,000

3,965,821

Nissan Motor Acceptance Corp.

 

10/1/08

3.01

1,000,000

1,000,000

Pacific Gas & Electric Co.

 

10/2/08

6.16

1,000,000

999,829

Palisades Notes (Citibank Omni Master Trust)

 

10/1/08 to 12/8/08

2.92 to 6.75

5,300,000

5,281,518

Rockies Express Pipeline LLC

 

10/1/08 to 10/2/08

2.96 to 3.06

3,000,000

2,999,915

Salisbury Receivables Co. LLC

 

10/1/08

4.45

4,000,000

4,000,000

Santander Finance, Inc.

 

2/25/09

3.15

1,000,000

987,342

Sheffield Receivables Corp.

 

10/8/08 to 10/9/08

2.53 to 4.76

2,400,000

2,398,147

Societe Generale North America, Inc.

 

12/4/08

2.85

2,000,000

1,989,956

Textron Financial Corp.

 

10/2/08

6.11

1,000,000

999,831

Thames Asset Global Securities No. 1, Inc.

 

10/1/08 to 10/27/08

2.56 to 6.00

25,000,000

24,985,661

Transocean, Inc.

 

10/2/08 to 10/15/08

2.99 to 3.01

2,000,000

1,998,758

UniCredito Italiano Bank (Ireland) PLC

 

10/31/08 to 3/18/09

3.00 to 3.15

5,000,000

4,951,642

Virginia Electric & Power Co.

 

10/2/08

6.11

1,000,000

999,831

WellPoint, Inc.

 

10/2/08

3.01

1,000,000

999,917

 

Commercial Paper - continued

 

Due Date

Yield (a)

Principal Amount

Value

XTO Energy, Inc.

 

10/10/08

3.01%

$ 1,000,000

$ 999,250

TOTAL COMMERCIAL PAPER

117,077,118

Federal Agencies - 2.7%

 

Fannie Mae - 0.6%

 

11/12/08

2.75 (c)

3,535,000

3,533,275

 

 

 

Federal Home Loan Bank - 1.0%

 

11/19/08 to 1/1/09

2.77 to 3.88 (c)

5,625,000

5,624,221

 

 

 

Freddie Mac - 1.1%

 

10/20/08 to 10/21/08

2.72 to 3.17 (c)

6,000,000

5,999,806

 

 

 

TOTAL FEDERAL AGENCIES

15,157,302

U.S. Treasury Obligations - 0.7%

 

U.S. Treasury Bills - 0.7%

 

1/8/09 to 4/2/09

1.55 to 1.66

3,900,000

3,873,447

Bank Notes - 0.6%

 

Bank of America NA

 

11/6/08

3.00 (c)

3,000,000

3,000,000

Master Notes - 2.2%

 

Asset Funding Co. III LLC

 

10/6/08 to 10/14/08

2.55 to 3.14% (c)(d)

12,000,000

12,000,000

Medium-Term Notes - 29.4%

 

Due Date

Yield (a)

Principal Amount

Value

Allstate Life Global Funding Trusts

 

12/22/08

3.45 (c)

$ 1,000,000

$ 1,000,000

American Honda Finance Corp.

 

11/5/08 to 12/18/08

2.92 to 3.01 (b)(c)

2,000,000

2,000,000

ASIF Global Financing XXX

 

10/23/08

3.22 (b)(c)

9,000,000

9,000,000

AT&T, Inc.

 

12/5/08

3.23 (b)(c)

5,000,000

5,000,000

Bank of America NA

 

10/3/08

2.99 (c)

5,000,000

5,000,000

Bank of Montreal

 

10/6/08

2.99 (b)(c)

5,500,000

5,491,922

Bayerische Landesbank Girozentrale

 

10/15/08

2.83 (c)

5,000,000

5,000,000

BNP Paribas SA

 

11/13/08

3.01 (c)

11,000,000

11,000,000

BP Capital Markets PLC

 

12/11/08

2.92 (c)

3,000,000

3,000,000

Caja Madrid SA

 

10/20/08

2.94 (b)(c)

3,000,000

3,000,000

Commonwealth Bank of Australia

 

10/3/08

2.99 (b)(c)

5,000,000

5,000,000

Compagnie Financiere du Credit Mutuel

 

12/9/08

3.02 (b)(c)

2,000,000

2,000,000

General Electric Capital Corp.

 

10/7/08 to 10/24/08

2.51 to 3.22 (c)

16,000,000

16,000,000

Genworth Life Insurance Co.

 

11/1/08

3.05 (c)(d)

5,000,000

5,000,000

HSH Nordbank AG

 

10/23/08

3.26 (b)(c)

3,000,000

3,000,000

Medium-Term Notes - continued

 

Due Date

Yield (a)

Principal Amount

Value

ING USA Annuity & Life Insurance Co.

 

12/24/08

3.46% (c)(d)

$ 2,000,000

$ 2,000,000

Jackson National Life Insurance Co.

 

12/8/08

3.32 (b)(c)

1,000,000

1,000,000

Lloyds TSB Group PLC

 

11/7/08

3.10 (b)(c)

3,000,000

3,000,000

Merrill Lynch & Co., Inc.

 

10/15/08

2.65 (c)

5,000,000

5,000,000

Metropolitan Life Global Funding I

 

10/6/08

2.54 (b)(c)

2,626,000

2,626,000

Morgan Stanley

 

10/1/08 to 10/27/08

1.78 to 3.80 (c)

9,000,000

9,000,000

National Australia Bank Ltd.

 

12/8/08

3.03 (b)(c)

3,000,000

3,000,000

New York Life Insurance Co.

 

11/28/08 to 12/29/08

2.98 to 3.93 (c)(d)

7,000,000

7,000,000

Nordea Bank AB

 

10/24/08

3.15 (b)(c)

3,000,000

3,000,000

Pacific Life Global Funding

 

10/6/08

2.56 (b)(c)

2,000,000

2,000,160

PNC Bank NA, Pittsburgh

 

11/4/08

3.03 (c)

1,000,000

1,000,000

Royal Bank of Canada

 

10/15/08

2.89 (b)(c)

4,000,000

4,000,000

Security Life of Denver Insurance Co.

 

11/28/08

3.07 (c)(d)

1,000,000

1,000,000

Svenska Handelsbanken AB

 

10/6/08

3.00 (b)(c)

4,000,000

4,000,000

Verizon Communications, Inc.

 

12/15/08

2.90 (c)

4,000,000

4,000,000

Wachovia Bank NA

 

10/27/08

2.87 (c)

3,000,000

3,000,000

Wells Fargo & Co.

 

10/15/08

2.64 (b)(c)

10,000,000

10,000,000

 

5/1/09

3.55 (c)

2,000,000

2,000,589

WestLB AG

 

10/10/08

2.56 (b)(c)

3,000,000

3,000,000

Medium-Term Notes - continued

 

Due Date

Yield (a)

Principal Amount

Value

Westpac Banking Corp.

 

10/14/08 to 12/4/08

2.95 to 3.09% (b)(c)

$ 12,000,000

$ 11,997,930

 

12/11/08

2.88 (c)

2,000,000

2,000,322

TOTAL MEDIUM-TERM NOTES

164,116,923

Municipal Securities - 1.4%

 

Miami-Dade County School District TAN

 10/3/08

 5.78 to 6.34

8,000,000

7,994,500

Repurchase Agreements - 8.2%

Maturity Amount

 

In a joint trading account at 2.19% dated 9/30/08 due 10/1/08 (Collateralized by U.S. Government Obligations) #

$ 811,049

811,000

With:

Barclays Capital, Inc. at 3%, dated 7/17/08 due 10/17/08 (Collateralized by Equity Securities valued at $1,056,139)

1,007,667

1,000,000

Deutsche Bank Securities, Inc. at:

2.6%, dated 9/2/08 due 10/2/08 (Collateralized by Corporate Obligations valued at $1,052,199, 10%, 8/1/14)

1,002,167

1,000,000

2.63%, dated 9/4/08 due 10/6/08 (Collateralized by Corporate Obligations valued at $2,104,558, 4.25%, 12/15/36)

2,004,676

2,000,000

7.2%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at:

$10,502,101, 4.88% - 7.38%, 1/15/10 - 4/1/16)

6,001,200

6,000,000

$3,151,194, 1.5%, 12/15/37)

3,000,600

3,000,000

ING Financial Markets LLC at 2.69%, dated 9/10/08 due 10/10/08 (Collateralized by Corporate Obligations valued at $1,053,360, 5.95%, 4/1/37)

1,002,242

1,000,000

Merrill Lynch, Pierce, Fenner & Smith at 7.15%, dated 9/30/08 due 10/1/08 (Collateralized by U.S. Government Obligations valued at $2,061,828, 3.39%, 7/15/34)

2,000,397

2,000,000

UBS Warburg LLC at:

3%, dated 7/8/08 due 10/6/08 (Collateralized by U.S. Government Obligations valued at $2,057,929, 6%, 1/15/38)

2,015,000

2,000,000

Repurchase Agreements - continued

Maturity Amount

Value

With: - continued

3.05%, dated 7/24/08 due 10/22/08 (Collateralized by Corporate Obligations valued at $1,059,706, 7.25%, 1/15/18)

$ 1,007,625

$ 1,000,000

7.21%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at $23,103,789, 6.65% - 6.8%, 5/15/18 - 10/15/37)

22,004,406

22,000,000

Wachovia Securities, Inc. at:

2.74%, dated 9/11/08 due 10/7/08 (Collateralized by Corporate Obligations valued at $2,103,510, 5.75% - 6.56%, 12/15/17 - 5/15/47)

2,003,958

2,000,000

2.92%, dated 9/10/08 due 10/7/08 (Collateralized by Commercial Paper Obligations valued at $2,063,509)

2,004,380

2,000,000

TOTAL REPURCHASE AGREEMENTS

45,811,000

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $566,030,387)

566,030,387

NET OTHER ASSETS - (1.5)%

(8,211,562)

NET ASSETS - 100%

$ 557,818,825

Security Type Abbreviations

CP

-

COMMERCIAL PAPER

TAN

-

TAX ANTICIPATION NOTE

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating rate securities, the rate at period end.

(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 $82,116,012 or 14.7% of net assets.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. Due dates for these security types are the next interest rate reset date or, when applicable, the final maturity date.

(d) 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 $27,000,000 or 4.8% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

Asset Funding Co. III LLC 2.55%, 10/6/08

11/7/06

$ 5,000,000

2.56%, 10/6/08

8/29/06

$ 5,000,000

3.14%, 10/14/08

7/11/08

$ 2,000,000

Genworth Life Insurance Co. 3.05%, 11/1/08

7/28/08

$ 5,000,000

ING USA Annuity & Life Insurance Co. 3.46%, 12/24/08

6/23/05

$ 2,000,000

New York Life Insurance Co. 2.98%, 11/28/08

5/12/08

$ 2,000,000

3.93%, 12/29/08

3/28/08

$ 5,000,000

Security Life of Denver Insurance Co. 3.07%, 11/28/08

8/26/05

$ 1,000,000

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

Repurchase Agreement / Counterparty

Value

$811,000 due 10/01/08 at 2.19%

Bank of America, NA

$ 556,373

Barclays Capital, Inc.

34,354

Societe Generale, New York Branch

75,869

UBS Securities LLC

144,404

 

$ 811,000

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

Assets

Investment in securities, at value (including repurchase agreements of $45,811,000) - See accompanying schedule:

Unaffiliated issuers (cost $566,030,387)

 

$ 566,030,387

Cash

1,241,977

Receivable for investments sold

1,812,768

Interest receivable

1,788,716

Total assets

570,873,848

 

 

 

Liabilities

Payable for investments purchased

$ 11,689,540

Distributions payable

1,361,167

Other payables and accrued expenses

4,316

Total liabilities

13,055,023

 

 

 

Net Assets

$ 557,818,825

Net Assets consist of:

 

Paid in capital

$ 557,885,150

Accumulated undistributed net realized gain (loss) on investments

(66,325)

Net Assets, for 557,879,908 shares outstanding

$ 557,818,825

Net Asset Value, offering price and redemption price per share ($557,818,825 ÷ 557,879,908 shares)

$ 1.00

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

Annual Report

Statement of Operations

 

Year ended September 30, 2008

Investment Income

 

 

Interest (including $3,270 from affiliated interfund lending)

 

$ 22,753,769

 

 

 

Expenses

Custodian fees and expenses

$ 21,434

Independent trustees' compensation

2,400

Total expenses before reductions

23,834

Expense reductions

(6,485)

17,349

Net investment income

22,736,420

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

41,818

Net increase in net assets resulting from operations

$ 22,778,238

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
September 30, 2008

Year ended
September 30, 2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 22,736,420

$ 37,932,660

Net realized gain (loss)

41,818

43,299

Net increase in net assets resulting
from operations

22,778,238

37,975,959

Distributions to shareholders from net investment income

(22,736,058)

(37,932,625)

Affiliated share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

70,000,000

-

Reinvestment of distributions

10,617

1,785,636

Cost of shares redeemed

(154,897,374)

(218,633,737)

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

(84,886,757)

(216,848,101)

Total increase (decrease) in net assets

(84,844,577)

(216,804,767)

 

 

 

Net Assets

Beginning of period

642,663,402

859,468,169

End of period and undistributed net investment income of $0 and $21,279, respectively)

$ 557,818,825

$ 642,663,402

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

Annual Report

Financial Highlights

 

 
 

 

 

 

Years ended September 30,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .039

  .054

  .048

  .028

  .013

Distributions from net investment income

  (.039)

  (.054)

  (.048)

  (.028)

  (.013)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  3.94%

  5.55%

  4.86%

  2.80%

  1.27%

Ratios to Average Net Assets C

 

 

 

 

 

Expenses before reductions

  -% B

  .01%

  .01%

  .01%

  .01%

Expenses net of fee waivers, if any

  -% B

  .01%

  .01%

  .01%

  .01%

Expenses net of all reductions

  -% B

  .01%

  .01%

  .01%

  .01%

Net investment income

  3.92%

  5.41%

  4.76%

  2.77%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 557,819

$ 642,663

$ 859,468

$ 821,384

$ 817,994

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

B Amount represents less than .01%.

C Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2008

1. Organization.

Fidelity Money Market Central Fund (the Fund) is a fund of Fidelity Garrison Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund are only offered to other investment companies and accounts (the Investing Funds) managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. 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 Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to losses deferred due to excise tax regulations.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ -

Unrealized depreciation

-

Net unrealized appreciation (depreciation)

-

Undistributed ordinary income

21,641

Capital loss carryforward

-

 

 

Cost for federal income tax purposes

$ 566,030,387

The tax character of distributions paid was as follows:

 

September 30,
2008

September 30,
2007

Ordinary Income

$ 22,736,058

$ 37,932,625

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

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

Annual Report

Notes to Financial Statements - continued

3. Operating Policies - continued

Repurchase Agreements - continued

segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), 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 FIMM, FMR pays FIMM 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 Trustees, and certain exceptions such as interest expense.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Lender

$ 12,950,000

2.27%

Annual Report

5. 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 $2,400.

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 expense by $4,085.

6. Other.

The Fund's organizational documents provide former and current trustees 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 outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Garrison Street Trust and Shareholders of Fidelity Money Market Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Money Market Central Fund (the Fund), a fund of Fidelity Garrison Street Trust, including the schedule of investments, as of September 30, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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 September 30, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Money Market Central Fund as of September 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 25, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Edward C. Johnson, and James C. Curvey, each of the Trustees oversees 159 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey, oversees 379 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (73)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

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

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (66)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

George H. Heilmeier (72)

 

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology), Compaq, Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Arthur E. Johnson (61)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

James H. Keyes (68)

 

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (61)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (69)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of the Fidelity Funds. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

John R. Hebble (50)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-
present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.

Boyce I. Greer (52)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed-Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-
present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Charles S. Morrison (47)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Money Market Funds. Mr. Morrison also serves as Senior Vice President, Money Market Group Leader of FMR. Previously, Mr. Morrison served as Vice President of Fidelity's Bond Funds and certain Balanced, and Asset Allocation Funds.

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (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).

Nancy D. Prior (41)

 

Year of Election or Appointment: 2008

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Michael H. Whitaker (41)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-
present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (39)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed-Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) and Accounting Group Manager (2003) of JPMorgan Chase Bank.

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

Assistant Treasurer of 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).

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

Annual Report

Distributions (Unaudited)

A total of 0.21% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $14,241,267 of distributions paid during the period January 1, 2008 to September 30, 2008 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Money Market Central Fund

Each year, typically in June, the Board of Trustees, including the Independent Trustees (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 Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its June 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Fidelity Investments Money Management, 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 Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by Fidelity Management & Research Company (FMR) or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered that FMR pays the fund's management fee on behalf of the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the fund's net management fee and total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects. The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that the realization of economies of scale was not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures; (vi) the funds' sub-advisory arrangements; and (vii) accounts managed by Fidelity other than the Fidelity funds.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Fidelity® Ultra-Short
Central Fund

Annual Report

September 30, 2008

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

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

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

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

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

USC-ANN-1108
1.765375.107

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® Ultra-Short Central Fund

-11.55%

-0.31%

0.56%

A From July 16, 2001.

$10,000 Over Life of Fund*

Let's say hypothetically that $10,000 was invested in Fidelity® Ultra-Short Central Fund on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® 3 Month Swap Index performed over the same period.


fid41

* From July 31, 2001 (first date following the fund's commencement for which the life of fund return for the Lehman Brothers 3 Month Swap Index is available).

Annual Report

Management's Discussion of Fund Performance

Comments from John Houston, who became Portfolio Manager of Fidelity® Ultra-Short Central Fund on December 1, 2007

Unlike the stock market, the overall investment-grade bond market had a positive return for the year ending September 30, 2008. In that time, high-quality taxable debt gained 3.65% as measured by the Lehman Brothers® U.S. Aggregate Index. Among the benchmark's various constituents, Treasuries were far and away the strongest performers, benefiting from their reputation as one of the world's safest investments. The Lehman Brothers U.S. Treasury Index advanced 8.73% during the period - one of the highest returns of any domestic or international asset class over the past 12 months. At the opposite end of the spectrum, the asset-backed sector - home to weak-performing subprime debt - had negative results, falling 7.04% according to the Lehman Brothers U.S. Fixed-Rate Asset-Backed Securities Index. Corporate bonds also struggled, declining 4.79% as measured by the Lehman Brothers U.S. Credit Index, a market-value-weighted index of investment-grade corporate fixed-rate debt issues with maturities of one year or more.

The fund returned -11.55% during the past year, trailing the 3.60% gain of the Lehman Brothers 3-Month LIBOR (Swap) Index. The fund's underperformance resulted from holdings in a variety of sectors. Chief among these were investments in investment-grade asset-backed securities (ABS). Within the fund's ABS holdings, its position in subprime mortgage-backed bonds subtracted roughly 700 basis points from results. Holdings of ABS in the credit card, student loan and "other ABS" categories also hampered returns. Additionally, investments in commercial mortgage-backed securities (CMBS) rated below AAA weighed on performance. Reflecting broader concerns that the CMBS market could experience loss patterns similar to those that affected the residential market, yield spreads on CMBS widened dramatically, with lower-rated bonds suffering more than higher-rated securities. Lastly, collateralized mortgage obligations (CMOs) derived from residential loans in the U.S. and the U.K. also hurt performance. Expectations for falling home prices caused yield spreads on these securities to widen dramatically - particularly on those rated below AAA. As the credit crunch unfolded, demand for these CMOs declined considerably. As the period concluded, I continued the significant but careful repositioning of the fund that had been ongoing during much of this 12-month period. One effect of this repositioning was a significant increase in cash equivalents.

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 (April 1, 2008 to September 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

Annualized Expense
Ratio

Beginning
Account Value
April 1, 2008

Ending
Account Value
September 30, 2008

Expenses Paid
During Period
*
April 1, 2008 to September 30, 2008

Actual

.0017%

$ 1,000.00

$ 993.90

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.99

$ .01

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of September 30, 2008

As of March 31, 2008

fid43

U.S. Government and
U.S. Government
Agency Obligations 0.9%

 

fid23

U.S. Government and
U.S. Government
Agency Obligations 0.1%

 

fid46

AAA 17.1%

 

fid48

AAA 19.6%

 

fid50

AA 15.0%

 

fid52

AA 9.7%

 

fid54

A 14.9%

 

fid56

A 12.4%

 

fid58

BBB 14.8%

 

fid33

BBB 14.7%

 

fid61

BB and Below 3.0%

 

fid63

BB and Below 0.2%

 

fid65

Not Rated 0.1%

 

fid67

Not Rated 0.8%

 

fid69

Short-Term
Investments and
Net Other Assets 34.2%

 

fid36

Short-Term
Investments and
Net Other Assets 42.5%

 


fid72

We have used ratings from Moody's ® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ® ratings. Securities rated BB or below were rated investment grade at the time of acquisition. All ratings are as of the report date and do not reflect subsequent downgrades.

Weighted Average Maturity as of September 30, 2008

 

 

6 months ago

Years

1.4

1.3

The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision.

Duration as of September 30, 2008

 

 

6 months ago

Years

0.1

0.3

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of September 30, 2008 *

As of March 31, 2008 **

fid43

Corporate Bonds 5.2%

 

fid23

Corporate Bonds 6.5%

 

fid50

U.S. Government and
U.S. Government
Agency Obligations 0.9%

 

fid52

U.S. Government and
U.S. Government
Agency Obligations 0.1%

 

fid58

Asset-Backed
Securities 33.6%

 

fid33

Asset-Backed
Securities 29.4%

 

fid65

CMOs and Other
Mortgage Related
Securities 26.1%

 

fid67

CMOs and Other
Mortgage Related
Securities 21.5%

 

fid69

Short-Term
Investments and
Net Other Assets 34.2%

 

fid36

Short-Term
Investments and
Net Other Assets 42.5%

 

* Foreign investments

15.1%

 

** Foreign investments

15.3%

 

* Futures and Swaps

0.6%

 

** Futures and Swaps

0.6%

 


fid84

Annual Report

Investments September 30, 2008

Showing Percentage of Net Assets

Nonconvertible Bonds - 5.2%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 0.6%

Media - 0.6%

Time Warner, Inc. 3.0338% 11/13/09 (d)

$ 17,086,000

$ 16,404,183

Viacom, Inc. 3.1688% 6/16/09 (d)

4,430,000

4,353,403

 

20,757,586

FINANCIALS - 2.0%

Commercial Banks - 1.5%

DBS Bank Ltd. (Singapore) 3.0269% 5/16/17 (b)(d)

6,834,000

5,807,533

HSBC Holdings PLC 2.9913% 10/6/16 (d)

6,664,000

6,175,642

Manufacturers & Traders Trust Co. 4.2913% 4/1/13 (b)(d)

4,235,000

3,713,892

PNC Funding Corp. 2.9388% 1/31/12 (d)

17,000,000

15,300,000

Santander Issuances SA Unipersonal 3.5638% 6/20/16 (b)(d)

20,503,000

19,154,805

Sovereign Bank 4.5106% 8/1/13 (d)

9,611,000

3,844,400

 

53,996,272

Diversified Financial Services - 0.3%

BTM Curacao Holding NV 3.3825% 12/19/16 (b)(d)

11,105,000

10,734,937

Thrifts & Mortgage Finance - 0.2%

Capmark Financial Group, Inc. 3.4525% 5/10/10 (d)

2,298,000

1,631,844

Independence Community Bank Corp. 5.2638% 6/20/13 (d)

12,192,000

4,876,800

 

6,508,644

TOTAL FINANCIALS

71,239,853

INDUSTRIALS - 0.6%

Airlines - 0.2%

American Airlines, Inc. 7.25% 2/5/09

5,126,000

4,972,220

Building Products - 0.4%

Masco Corp. 3.1188% 3/12/10 (d)

15,693,000

14,703,902

TOTAL INDUSTRIALS

19,676,122

INFORMATION TECHNOLOGY - 0.5%

Semiconductors & Semiconductor Equipment - 0.5%

National Semiconductor Corp. 3.0688% 6/15/10 (d)

18,218,000

17,499,628

TELECOMMUNICATION SERVICES - 0.8%

Diversified Telecommunication Services - 0.8%

Telefonica Emisiones SAU 3.5038% 6/19/09 (d)

27,594,000

27,308,777

Nonconvertible Bonds - continued

 

Principal Amount

Value

UTILITIES - 0.7%

Electric Utilities - 0.5%

Ohio Power Co. 2.9713% 4/5/10 (d)

$ 19,465,000

$ 19,094,601

Multi-Utilities - 0.2%

NiSource Finance Corp. 3.3806% 11/23/09 (d)

6,882,000

6,706,282

TOTAL UTILITIES

25,800,883

TOTAL NONCONVERTIBLE BONDS

(Cost $204,536,999)

182,282,849

U.S. Government Agency Obligations - 0.9%

 

Fannie Mae:

0% 11/12/08 (c)

1,500,000

1,496,588

0% 11/19/08 (c)

19,222,000

19,170,985

Federal Home Loan Bank:

0% 11/14/08 (c)

1,500,000

1,496,426

0% 11/19/08 (c)

10,000,000

9,973,460

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

(Cost $32,123,363)

32,137,459

Asset-Backed Securities - 33.6%

 

Accredited Mortgage Loan Trust:

Series 2004-4 Class A2D, 3.5569% 1/25/35 (d)(f)

594,460

483,092

Series 2005-1 Class M1, 3.6769% 4/25/35 (d)(f)

10,956,000

8,937,971

ACE Securities Corp. Series 2006-NC2:

Class M7, 3.9569% 7/25/36 (d)(f)

4,902,000

166,913

Class M8, 4.0569% 7/25/36 (d)(f)

2,429,000

69,639

Class M9, 4.9069% 7/25/36 (d)(f)

1,605,000

44,121

ACE Securities Corp. Home Equity Loan Trust:

Series 2003-HS1:

Class M1, 4.3319% 6/25/33 (d)(f)

55,671

58,904

Class M2, 4.9569% 6/25/33 (d)(f)

731,000

647,295

Series 2004-HE1 Class M1, 3.7069% 2/25/34 (d)(f)

2,032,275

1,913,214

Series 2004-OP1 Class M1, 3.7269% 4/25/34 (d)(f)

3,652,930

2,677,966

Series 2005-HE2 Class M2, 3.6569% 4/25/35 (d)(f)

1,541,000

1,493,135

Series 2005-SD1 Class A1, 3.6069% 11/25/50 (d)(f)

227,252

186,116

Series 2006-HE2:

Class M3, 3.5469% 5/25/36 (d)(f)

2,130,000

5,964

Class M4, 3.6069% 5/25/36 (d)(f)

1,800,000

242,640

Asset-Backed Securities - continued

 

Principal Amount

Value

ACE Securities Corp. Home Equity Loan Trust: - continued

Series 2006-HE2:

Class M5, 3.6469% 5/25/36 (d)(f)

$ 2,617,000

$ 228,726

Series 2006-OP1:

Class M4, 3.5769% 4/25/36 (d)(f)

1,000,000

164,500

Class M5, 3.5969% 4/25/36 (d)(f)

950,000

119,130

Advanta Business Card Master Trust:

Series 2006-C1 Class C1, 3.6675% 10/20/14 (d)

6,993,000

2,797,200

Series 2007-A4 Class A4, 3.2175% 4/22/13 (d)

25,629,000

21,784,650

Series 2007-B1 Class B, 3.4375% 12/22/14 (d)

14,801,000

8,880,600

ALG Student Loan Trust I Series 2006-1 Class A1, 2.805% 10/28/18 (b)(d)

7,658,621

7,603,578

American Express Credit Account Master Trust Series 2004-C Class C, 2.9875% 2/15/12 (b)(d)

1,458,347

1,408,130

AmeriCredit Automobile Receivables Trust Series 2005-1 Class C, 4.73% 7/6/10

7,281,895

7,201,110

Ameriquest Mortgage Securities, Inc.:

Series 2003-10 Class M1, 3.9069% 12/25/33 (d)(f)

1,101,251

826,544

Series 2004-R10 Class M1, 3.9069% 11/25/34 (d)(f)

3,985,000

3,034,954

Series 2004-R11 Class M1, 3.8669% 11/25/34 (d)(f)

3,784,000

2,539,822

Series 2004-R2:

Class M1, 3.6369% 4/25/34 (d)(f)

1,508,000

1,175,835

Class M3, 3.7569% 4/25/34 (d)(f)

1,054,731

734,787

Series 2005-R1 Class M1, 3.6569% 3/25/35 (d)(f)

5,536,000

4,258,329

Series 2005-R10 Class A2B, 3.4269% 12/25/35 (d)(f)

5,724,698

5,145,965

Series 2005-R2 Class M1, 3.6569% 4/25/35 (d)(f)

12,131,000

9,487,864

Series 2006-M3 Class M7, 4.0569% 10/25/36 (d)(f)

4,725,000

117,605

Amortizing Residential Collateral Trust Series 2002-BC3 Class A, 3.5369% 6/25/32 (d)(f)

1,060,715

924,645

Argent Securities, Inc.:

Series 2003-W7 Class A2, 3.5969% 3/1/34 (d)(f)

281,620

230,020

Series 2004-W11 Class M2, 3.9069% 11/25/34 (d)(f)

3,297,000

2,421,136

Series 2004-W5 Class M1, 3.8069% 4/25/34 (d)(f)

3,990,000

3,050,785

Series 2004-W7:

Class M1, 3.7569% 5/25/34 (d)(f)

3,490,000

2,622,378

Class M2, 3.8069% 5/25/34 (d)(f)

3,050,000

2,368,560

Series 2006-M1 Class M7, 4.2069% 7/25/36 (d)(f)

5,600,000

293,720

Series 2006-M2 Class M7, 4.1069% 9/25/36 (d)(f)

11,580,000

295,174

Series 2006-W4 Class A2C, 3.3669% 5/25/36 (d)(f)

9,119,000

5,428,659

Asset-Backed Securities - continued

 

Principal Amount

Value

Arran Funding Ltd. Series 2005-A Class C, 2.8075% 12/15/10 (d)

$ 22,866,000

$ 22,166,300

Asset Backed Funding Certificates Series 2005-HE1 Class M1, 3.6269% 12/25/34 (d)(f)

8,426,106

6,907,663

Asset Backed Funding Corp. Series 2006-OPT2 Class M7, 3.9869% 10/25/36 (d)(f)

7,655,000

573,551

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE3 Class M1, 3.7325% 6/15/33 (d)(f)

1,498,139

1,086,915

Series 2003-HE6 Class M1, 3.8569% 11/25/33 (d)(f)

3,152,000

2,492,484

Series 2004-HE2 Class M1, 3.7569% 4/25/34 (d)(f)

15,680,000

12,164,796

Series 2004-HE3:

Class M1, 3.7469% 6/25/34 (d)(f)

1,388,000

1,031,752

Class M2, 4.3269% 6/25/34 (d)(f)

2,781,744

1,955,189

Series 2004-HE6 Class A2, 3.5669% 6/25/34 (d)(f)

2,448,295

1,907,376

Series 2005-HE8 Class M2, 3.6569% 11/25/35 (d)(f)

1,798,000

1,377,563

Series 2006-HE6:

Class M7, 4.0069% 11/25/36 (d)(f)

2,420,000

197,230

Class M9, 5.3569% 11/25/36 (d)(f)

6,465,000

482,451

Axon Financial Funding Ltd. Series 2007-1A Class A1, 3.3913% 4/4/17 (a)(b)(d)

20,000,000

0

Bank of America Credit Card Master Trust Series 2006-HE7 Class B4, 2.5675% 3/15/12 (d)

20,174,000

19,409,327

Bayview Financial Acquisition Trust Series 2004-C Class A1, 4.3388% 5/28/44 (d)(f)

2,148,458

1,882,251

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 4.3838% 2/28/44 (d)(f)

4,046,679

3,276,547

Bear Stearns Asset Backed Securities I Trust:

Series 2005-3 Class A1, 3.6569% 9/25/35 (d)(f)

715,822

642,338

Series 2005-FR1 Class M1, 3.7069% 6/25/35 (d)(f)

5,690,000

4,968,229

Series 2005-HE2 Class M1, 3.7069% 2/25/35 (d)(f)

8,967,758

7,575,901

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 2.8144% 12/26/24 (d)

13,496,540

12,837,099

Capital Auto Receivables Asset Trust Series 2005-1 Class B, 2.8625% 6/15/10 (d)

5,617,000

5,550,298

Capital One Auto Finance Trust:

Series 2004-B Class A4, 2.5975% 8/15/11 (d)

4,508,152

4,314,235

Series 2006-C Class A3B, 2.4975% 7/15/11 (d)

4,004,542

3,831,221

Capital One Multi-Asset Execution Trust Series 2007-C3 Class C3, 2.7775% 4/15/13 (b)(d)

17,086,000

15,229,898

Capital Trust Ltd. Series 2004-1:

Class A2, 3.6375% 7/20/39 (b)(d)

2,688,000

1,881,600

Class B, 3.9375% 7/20/39 (b)(d)

1,550,000

930,000

Asset-Backed Securities - continued

 

Principal Amount

Value

Capital Trust Ltd. Series 2004-1: - continued

Class C, 4.2875% 7/20/39 (b)(d)

$ 1,994,000

$ 797,600

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 3.5069% 7/25/36 (d)(f)

6,703,000

1,373,780

Series 2006-NC2 Class M7, 4.0569% 6/25/36 (d)(f)

2,500,000

197,250

Series 2006-RFC1 Class M9, 5.0769% 5/25/36 (d)(f)

1,095,000

89,900

Series 2007-RFC1 Class A3, 3.3469% 12/25/36 (d)(f)

10,591,000

6,280,463

Cendant Timeshare Receivables Funding LLC Series 2005 1A Class 2A2, 3.3675% 5/20/17 (b)(d)

1,887,804

1,518,208

Chase Issuance Trust Series 2004-3 Class C, 2.9575% 6/15/12 (d)

3,118,000

2,972,437

CIT Equipment Collateral Trust Series 2006-VT2 Class D, 5.46% 4/20/14

3,011,361

2,559,657

Citigroup Mortgage Loan Trust:

Series 2003-HE4 Class A, 3.6169% 12/25/33 (b)(d)(f)

2,536,098

2,067,316

Series 2006-AMC1 Class M7, 4.0269% 9/25/36 (d)(f)

4,445,000

333,931

Series 2007-AMC4 Class M1, 3.4769% 5/25/37 (d)(f)

4,497,000

861,850

CNH Wholesale Master Note Trust Series 2006-1A:

Class A, 2.5475% 7/15/12 (b)(d)

7,688,000

7,550,520

Class B, 2.7675% 7/15/12 (b)(d)

7,688,000

7,247,910

Countrywide Home Loan Trust Series 2006-13N Class N, 7% 8/25/37 (b)(f)

1,940,612

88,686

Countrywide Home Loans, Inc.:

Series 2002-6 Class AV1, 3.6369% 5/25/33 (d)(f)

332,156

231,420

Series 2004-3:

Class 3A4, 3.4569% 8/25/34 (d)(f)

1,166,530

926,480

Class M1, 3.7069% 6/25/34 (d)(f)

3,887,000

3,013,762

Class M4, 4.1769% 4/25/34 (d)(f)

969,020

743,881

Series 2004-4:

Class A, 3.5769% 8/25/34 (d)(f)

266,176

170,918

Class M2, 3.7369% 6/25/34 (d)(f)

4,243,682

3,490,451

Series 2005-1:

Class M1, 3.6269% 8/25/35 (d)(f)

3,012,000

2,407,891

Class MV2, 3.6469% 7/25/35 (d)(f)

8,308,000

6,340,399

Series 2005-3 Class MV1, 3.6269% 8/25/35 (d)(f)

14,566,000

14,130,548

Series 2005-AB1 Class A2, 3.4169% 8/25/35 (d)(f)

3,552,656

3,181,847

CPS Auto Receivables Trust Series 2004-D Class A2, 3.86% 12/15/11 (b)

1,261,863

1,165,182

Asset-Backed Securities - continued

 

Principal Amount

Value

Credit-Based Asset Servicing and Securitization Mortgage Loan Certificates Series 2006-SC1 Class A, 3.4769% 5/25/36 (b)(d)

$ 6,538,077

$ 5,140,563

Credit-Based Asset Servicing and Securitization Trust Series 2006-CB7 Class A2, 3.2669% 10/25/36 (d)(f)

3,839,158

3,563,817

Discover Card Master Trust I:

Series 2003-4 Class B1, 2.8175% 5/16/11 (d)

7,436,000

7,391,448

Series 2005-3 Class B, 2.6775% 5/15/11 (d)

7,688,000

7,651,706

Series 2006-1 Class B1, 2.6375% 8/16/11 (d)

12,498,000

12,302,719

Series 2006-2 Class B1, 2.6075% 1/17/12 (d)

17,086,000

16,350,798

Series 2007-1 Class B, 2.5875% 8/15/12 (d)

17,086,000

15,758,197

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 2.9546% 5/28/35 (d)

228,646

179,594

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 5.3819% 8/25/34 (d)(f)

1,709,000

1,020,532

Series 2006-3 Class 2A3, 3.3669% 11/25/36 (d)(f)

26,449,000

13,683,231

First Franklin Mortgage Loan Trust:

Series 2004-FF2 Class M3, 4.0319% 3/25/34 (d)(f)

198,163

158,584

Series 2006-FF12 Class A2, 3.2469% 9/25/36 (d)(f)

4,606,388

4,382,531

First Investors Auto Owner Trust Series 2006-A Class A3, 4.93% 2/15/11 (b)

2,299,233

2,256,956

Ford Credit Floorplan Master Owner Trust:

Series 2006-3:

Class A, 2.6675% 6/15/11 (d)

7,117,000

6,923,510

Class B, 2.9375% 6/15/11 (d)

11,896,000

11,166,466

Series 2006-4 Class B, 3.0375% 6/15/13 (d)

4,541,000

3,814,440

Franklin Auto Trust Series 2007-1 Class A2, 5.14% 5/17/10

629,783

630,029

Fremont Home Loan Trust:

Series 2004-1:

Class M1, 3.8819% 2/25/34 (d)(f)

423,595

332,016

Class M2, 3.7069% 2/25/34 (d)(f)

724,000

557,810

Series 2004-A Class M1, 4.0319% 1/25/34 (d)(f)

7,533,996

6,211,818

Series 2005-A:

Class M1, 3.6369% 1/25/35 (d)(f)

914,997

803,803

Class M2, 3.6669% 1/25/35 (d)(f)

10,316,000

8,798,667

Class M3, 3.6969% 1/25/35 (d)(f)

5,574,000

3,680,354

Class M4, 3.8869% 1/25/35 (d)(f)

2,136,000

885,104

Series 2006-A:

Class M4, 3.6069% 5/25/36 (d)(f)

5,315,000

381,086

Class M5, 3.7069% 5/25/36 (d)(f)

2,847,000

161,710

Series 2006-B Class M9, 5.1069% 8/25/36 (d)(f)

2,000,000

33,020

Asset-Backed Securities - continued

 

Principal Amount

Value

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 3.0181% 9/25/30 (b)(d)

$ 13,840,000

$ 7,988,552

GE Business Loan Trust Series 2003-1 Class A, 2.9175% 4/15/31 (b)(d)

2,167,380

1,782,887

GE Capital Credit Card Master Note Trust:

Series 2006-1:

Class B, 2.5975% 9/17/12 (d)

5,229,000

5,017,388

Class C, 2.7275% 9/17/12 (d)

4,066,000

3,780,111

Series 2007-1 Class C, 2.7575% 3/15/13 (d)

27,889,000

24,564,101

Gracechurch Card Funding PLC Series 11 Class C, 2.7675% 11/15/10 (d)

19,648,000

19,505,748

GSAMP Trust:

Series 2002-HE Class M1, 5.0625% 11/20/32 (d)(f)

3,966,144

1,859,449

Series 2003-FM1 Class M1, 4.4175% 3/20/33 (d)(f)

7,509,345

5,938,729

Series 2004-AR1 Class M1, 3.8569% 6/25/34 (d)(f)

12,887,000

9,552,052

Series 2004-FM1 Class M1, 4.1819% 11/25/33 (d)(f)

2,395,051

2,007,669

Series 2004-FM2 Class M1, 3.9569% 1/25/34 (d)(f)

6,483,776

5,063,387

Series 2004-HE1 Class M1, 3.7569% 5/25/34 (d)(f)

3,374,287

2,671,720

Series 2007-HE1 Class M1, 3.4569% 3/25/47 (d)(f)

5,347,000

1,147,734

GSR Mortgage Loan Trust:

Series 2004-OPT Class A1, 3.5469% 11/25/34 (d)(f)

93,182

71,837

Series 2005-9 Class 2A1, 3.3269% 8/25/35 (d)

30,426

30,228

Series 2005-MTR1 Class A1, 3.3469% 10/25/35 (d)

3,273,826

3,121,390

Series 2006-FM1 Class M3, 3.5569% 4/25/36 (d)(f)

2,534,000

206,774

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 4.2869% 5/25/30 (b)(d)

3,877,783

2,830,782

Series 2006-3:

Class B, 3.6069% 9/25/46 (b)(d)

3,848,000

2,385,760

Class C, 3.7569% 9/25/46 (b)(d)

8,970,000

4,485,000

Helios Finance L.P. Series 2007-S1 Class B1, 3.8875% 10/20/14 (b)(d)

20,699,000

12,178,046

Holmes Master Issuer PLC Series 2006-1A Class 2C, 3.1031% 7/15/40 (b)(d)

3,579,000

2,943,918

Home Equity Asset Trust:

Series 2002-3 Class A5, 4.0869% 2/25/33 (d)(f)

2,360

1,659

Series 2003-3 Class M1, 4.4969% 8/25/33 (d)(f)

6,266,117

5,185,809

Series 2003-4 Class M1, 4.4069% 10/25/33 (d)(f)

1,739,963

1,318,457

Series 2003-5:

Class A2, 3.9069% 12/25/33 (d)(f)

193,475

157,471

Class M1, 4.2569% 12/25/33 (d)(f)

2,135,630

1,855,717

Series 2003-7 Class A2, 3.9669% 3/25/34 (d)(f)

9,738

6,671

Series 2003-8 Class M1, 4.2869% 4/25/34 (d)(f)

3,059,843

2,326,691

Asset-Backed Securities - continued

 

Principal Amount

Value

Home Equity Asset Trust: - continued

Series 2004-3 Class M2, 4.9069% 8/25/34 (d)(f)

$ 2,241,992

$ 1,615,385

Series 2004-7 Class A3, 3.5969% 1/25/35 (d)(f)

3,601

2,784

Series 2005-1 Class M1, 3.6369% 5/25/35 (d)(f)

9,376,000

9,320,277

Series 2005-3 Class M1, 3.6169% 8/25/35 (d)(f)

7,588,872

5,979,481

Series 2005-5 Class 2A2, 3.4569% 11/25/35 (d)(f)

3,167,582

2,819,642

Series 2006-1 Class 2A3, 3.4319% 4/25/36 (d)(f)

28,965,000

16,520,912

Series 2006-7 Class M4, 3.5869% 1/25/37 (d)(f)

6,740,000

502,973

Household Home Equity Loan Trust Series 2004-1 Class M, 2.9906% 9/20/33 (d)(f)

1,694,177

1,298,072

HSBC Credit Card Master Note Trust I Series 2006-1 Class B, 2.6275% 6/15/12 (d)

13,219,000

12,514,903

HSBC Home Equity Loan Trust:

Series 2005-2:

Class M1, 2.9306% 1/20/35 (d)(f)

4,594,782

3,631,945

Class M2, 2.9606% 1/20/35 (d)(f)

3,446,550

2,636,618

Series 2005-3 Class A1, 2.7306% 1/20/35 (d)(f)

2,513,547

2,026,155

Series 2006-2:

Class M1, 3.4575% 3/20/36 (d)(f)

4,025,049

3,084,327

Class M2, 3.4775% 3/20/36 (d)(f)

6,655,686

5,080,674

Series 2006-3 Class A1V, 3.2675% 3/20/36 (d)(f)

6,645,163

6,429,196

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 3.3969% 1/25/37 (d)(f)

7,274,000

4,037,070

JPMorgan Mortgage Acquisition Trust Series 2007-CH1:

Class AV4, 3.3369% 11/25/36 (d)(f)

7,304,000

3,973,376

Class MV1, 3.4369% 11/25/36 (d)(f)

5,933,000

1,241,184

Keycorp Student Loan Trust:

Series 1999-A Class A2, 3.1381% 12/27/09 (d)

6,743,093

6,674,132

Series 2006-A Class 2A1, 2.8381% 9/27/21 (d)

5,084,825

4,976,105

Lancer Funding Ltd. Series 2006-1A Class A3, 4.4913% 4/6/46 (b)(d)

1,538,343

15,383

Long Beach Mortgage Loan Trust:

Series 2003-2 Class M1, 4.4369% 6/25/33 (d)(f)

13,066,523

9,580,552

Series 2004-2:

Class M1, 3.7369% 6/25/34 (d)(f)

3,652,000

2,884,034

Class M2, 4.2869% 6/25/34 (d)(f)

2,789,000

2,293,232

Series 2006-1 Class 2A2, 3.3469% 2/25/36 (d)(f)

940,667

929,791

Series 2006-6 Class M7, 4.1069% 7/25/36 (d)(f)

3,942,233

70,881

Series 2006-9:

Class M4, 3.5769% 11/25/36 (d)(f)

4,170,000

229,350

Class M5, 3.6069% 11/25/36 (d)(f)

8,052,000

293,817

Class M7, 4.0069% 11/25/36 (d)(f)

3,796,000

74,667

Asset-Backed Securities - continued

 

Principal Amount

Value

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 3.4169% 5/25/47 (d)

$ 8,381,000

$ 5,078,397

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 3.4669% 10/25/36 (d)(f)

2,640,000

522,852

Series 2006-NC2 Class M7, 3.9569% 9/25/36 (d)(f)

4,790,000

136,228

MBNA Credit Card Master Note Trust Series 2005-C3 Class C, 2.7575% 3/15/11 (d)

18,940,000

18,919,280

Meritage Mortgage Loan Trust Series 2004-1 Class M2, 4.0319% 7/25/34 (d)(f)

144,677

43,076

Merrill Lynch Alternative Note Asset Trust Series 2007-OAR1 Class A1, 3.3769% 2/25/37 (d)

10,823,371

7,359,892

Merrill Lynch Mortgage Investors Trust:

Series 2003-HE1 Class M1, 3.9069% 7/25/34 (d)(f)

3,761,227

3,313,003

Series 2003-OPT1 Class M1, 3.8569% 7/25/34 (d)(f)

1,111,042

1,011,377

Series 2006-FM1 Class A2B, 3.3169% 4/25/37 (d)(f)

15,283,000

13,960,073

Series 2006-HE3 Class A2, 3.2969% 6/25/37 (d)(f)

6,097,768

5,913,884

Series 2006-OPT1 Class A1A, 3.4669% 6/25/35 (d)(f)

9,974,147

8,425,043

Morgan Stanley ABS Capital I Trust:

Series 2002-HE3 Class M1, 4.8569% 12/27/32 (d)(f)

276,101

223,559

Series 2003-NC7 Class M1, 4.2569% 6/25/33 (d)(f)

3,274,559

2,330,024

Series 2003-NC8 Class M1, 4.2569% 9/25/33 (d)(f)

2,539,599

2,088,653

Series 2004-HE6 Class A2, 3.5469% 8/25/34 (d)(f)

337,063

228,376

Series 2004-NC2 Class M1, 4.0319% 12/25/33 (d)(f)

6,052,809

4,542,451

Series 2005-HE1 Class M2, 3.6769% 12/25/34 (d)(f)

2,866,000

1,995,001

Series 2005-HE2 Class M1, 3.6069% 1/25/35 (d)(f)

2,593,000

1,873,194

Series 2005-NC1 Class M1, 3.6469% 1/25/35 (d)(f)

2,349,000

1,693,101

Series 2005-NC2 Class B1, 4.3769% 3/25/35 (d)(f)

3,000,000

823,929

Series 2006-HE3:

Class B1, 4.1069% 4/25/36 (d)(f)

2,900,000

118,900

Class B3, 5.1069% 4/25/36 (d)(f)

6,450,000

156,606

Series 2006-NC4:

Class M4, 3.5569% 6/25/36 (d)(f)

2,000,000

104,480

Class M6, 3.6569% 6/25/36 (d)(f)

1,000,000

37,270

Series 2007-HE2 Class A2A, 3.2469% 1/25/37 (d)(f)

939,652

868,885

Series 2007-HE4 Class A2A, 3.3169% 2/25/37 (d)(f)

883,899

820,369

Asset-Backed Securities - continued

 

Principal Amount

Value

Morgan Stanley ABS Capital I Trust: - continued

Series 2007-NC3 Class A2A, 3.2669% 5/25/37 (d)(f)

$ 430,786

$ 390,737

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 4.7069% 1/25/32 (d)(f)

392,107

392,176

Series 2002-AM3 Class A3, 4.1869% 2/25/33 (d)(f)

602,864

473,790

Series 2002-HE2 Class M1, 4.7069% 8/25/32 (d)(f)

4,156,332

2,997,645

Series 2002-NC1 Class M1, 4.4069% 2/25/32 (b)(d)(f)

3,417,245

2,745,009

Series 2002-NC3:

Class A3, 3.8869% 8/25/32 (d)(f)

202,500

146,520

Class M1, 4.2869% 8/25/32 (d)(f)

393,905

246,921

Series 2003-NC1 Class M1, 4.7819% 11/25/32 (d)(f)

2,538,448

1,933,188

Morgan Stanley Home Equity Loans Trust:

Series 2006-3 Class M5, 3.6169% 4/25/36 (d)(f)

2,000,000

139,800

Series 2007-2 Class A1, 3.3069% 4/25/37 (d)(f)

578,226

534,588

National Collegiate Student Loan Trust:

Series 2006-3 Class A1, 3.2369% 9/25/19 (d)

12,218,441

11,545,071

Series 2006-4 Class A1, 3.2369% 3/25/25 (d)

8,480,667

8,009,059

New Century Home Equity Loan Trust:

Series 2003-6 Class M1, 4.2869% 1/25/34 (d)(f)

7,145,746

5,926,321

Series 2005-4 Class M2, 3.7169% 9/25/35 (d)(f)

8,384,000

6,493,355

Series 2005-D Class M2, 3.6769% 2/25/36 (d)(f)

1,747,000

666,482

Nomura Home Equity Loan Trust:

Series 2006-AF1 Class A1, 6.032% 10/25/36 (f)

2,151,496

2,048,603

Series 2006-HE2 Class A2, 3.3269% 3/25/36 (d)(f)

6,407,000

6,264,848

Ocala Funding LLC:

Series 2005-1A Class A, 4.6875% 3/20/10 (b)(d)

3,328,000

1,996,800

Series 2006-1A Class A, 4.5875% 3/20/11 (b)(d)

6,911,000

4,595,815

Option One Mortgage Loan Trust Series 2004-3 Class M3, 3.8569% 11/25/34 (d)(f)

2,021,000

1,410,123

Ownit Mortgage Loan Trust Series 2006-2 Class A2A, 3.2869% 1/25/37 (d)(f)

81,417

80,946

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M2, 3.8869% 9/25/34 (d)(f)

1,636,000

1,273,861

Class M3, 4.4569% 9/25/34 (d)(f)

3,131,000

1,507,588

Class M4, 4.6569% 9/25/34 (d)(f)

4,015,000

856,354

Series 2004-WCW2 Class M3, 3.7569% 7/25/35 (d)(f)

2,354,000

1,224,582

Series 2004-WHQ2 Class M1, 3.7969% 2/25/35 (d)(f)

6,834,000

4,584,198

Asset-Backed Securities - continued

 

Principal Amount

Value

Park Place Securities, Inc.: - continued

Series 2004-WWF1:

Class M2, 3.8869% 2/25/35 (d)(f)

$ 9,449,000

$ 6,753,737

Class M3, 3.9469% 2/25/35 (d)(f)

1,171,000

705,125

Series 2005-WCH1:

Class M2, 3.7269% 1/25/35 (d)(f)

4,532,000

3,756,631

Class M3, 3.7669% 1/25/35 (d)(f)

2,811,000

1,799,683

Class M4, 4.0369% 1/25/35 (d)(f)

8,671,000

5,389,160

Series 2005-WHQ2:

Class M7, 4.4569% 5/25/35 (d)(f)

10,277,000

883,038

Class M9, 5.0869% 5/25/35 (d)(f)

3,475,000

204,087

People's Choice Financial Realty Mortgage Securities Trust Series 2006-1:

Class M4, 3.5669% 9/25/36 (d)(f)

10,020,000

560,118

Class M5, 3.5969% 9/25/36 (d)(f)

4,995,000

299,700

Providian Master Note Trust:

Series 2005-2 Class C2, 2.9875% 11/15/12 (b)(d)

18,325,000

16,492,500

Series 2006-C1A Class C1, 3.0375% 3/16/15 (b)(d)

21,345,000

12,166,650

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 4.0069% 4/25/33 (d)(f)

30,013

23,556

Santander Drive Auto Receivables Trust Series 2007-1 Class A2, 5.2% 12/15/10

488,438

488,169

Saxon Asset Securities Trust Series 2004-1 Class M1, 4.0019% 3/25/35 (d)(f)

11,105,000

8,905,548

Sierra Receivables Funding Co. Series 2007-1A Class A2, 3.3375% 3/20/19 (b)(d)

7,422,121

6,160,360

SLM Private Credit Student Loan Trust Series 2004-A Class C, 3.7688% 6/15/33 (d)

7,476,000

5,980,800

Sovereign Dealer Floor Plan Master LLC Series 2006-1:

Class B, 2.6675% 8/15/11 (b)(d)

10,162,000

9,296,623

Class C, 2.8675% 8/15/11 (b)(d)

4,634,000

4,072,620

Specialty Underwriting & Residential Finance Trust Series 2003-BC3 Class M2, 4.8069% 8/25/34 (d)(f)

1,606,470

1,172,001

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 4.3569% 9/25/34 (d)(f)

1,826,713

1,258,170

Structured Asset Securities Corp.:

Series 2004-GEL1 Class A, 3.5669% 2/25/34 (d)(f)

806,528

524,117

Series 2006-BC3 Class M7, 4.0069% 10/25/36 (d)(f)

10,000,000

563,000

Superior Wholesale Inventory Financing Trust:

Series 2004-A10:

Class A, 2.5875% 9/15/11 (d)

30,900,000

29,229,826

Class B, 2.7675% 9/15/11 (d)

23,109,000

21,693,574

Asset-Backed Securities - continued

 

Principal Amount

Value

Superior Wholesale Inventory Financing Trust: - continued

Series 2007-AE1:

Class A, 2.5875% 1/15/12 (d)

$ 5,749,000

$ 5,334,484

Class B, 2.7875% 1/15/12 (d)

5,002,000

4,517,641

Class C, 3.0875% 1/15/12 (d)

6,216,000

5,390,856

Swift Master Auto Receivables Trust Series 2007-1 Class A, 2.5875% 6/15/12 (d)

16,885,000

15,018,389

Terwin Mortgage Trust:

Series 2003-4HE Class A1, 3.6369% 9/25/34 (d)(f)

169,326

129,164

Series 2003-6HE Class A1, 3.6769% 11/25/33 (d)(f)

214,278

171,054

Turquoise Card Backed Securities PLC:

Series 2006-1A Class C, 2.8269% 5/16/11 (b)(d)

16,629,000

15,917,079

Series 2006-2:

Class B, 2.6375% 10/17/11 (d)

20,123,000

18,984,803

Class C, 2.8375% 10/17/11 (d)

18,906,000

17,319,673

Series 2007-1 Class C, 2.8669% 6/15/12 (d)

21,558,000

18,711,676

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (b)(f)

5,214,761

52,148

WaMu Asset-Backed Certificates Series 2006-HE3:

Class M4, 3.5869% 10/25/36 (d)(f)

3,542,000

381,651

Class M7, 4.0069% 10/25/36 (d)(f)

2,564,000

153,968

WaMu Master Note Trust:

Series 2006-A3A Class A3, 2.5175% 9/16/13 (b)(d)

32,279,000

28,845,941

Series 2006-C2A Class C2, 2.9875% 8/15/15 (b)(d)

41,135,000

21,390,200

Series 2006-C3A Class C3A, 2.8675% 10/15/13 (b)(d)

28,790,000

20,153,000

Series 2007-C1 Class C1, 2.8875% 5/15/14 (b)(d)

25,053,000

15,031,800

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (b)(f)

44,512

0

WFS Financial Owner Trust Series 2005-1 Class C, 3.82% 8/17/12

408,336

402,402

Whinstone Capital Management Ltd. Series 1A Class B3, 3.7% 10/25/44 (b)(d)

10,514,334

8,602,302

World Omni Auto Receivables Trust Series 2007-B Class A2B, 2.8075% 2/16/10 (d)

1,279,152

1,278,202

TOTAL ASSET-BACKED SECURITIES

(Cost $1,664,432,962)

1,178,666,550

Collateralized Mortgage Obligations - 14.4%

 

Principal Amount

Value

Private Sponsor - 14.4%

Arkle Master Issuer PLC floater:

Series 2006-1A Class 3C, 3.1969% 2/17/52 (b)(d)

$ 3,934,000

$ 3,328,673

Series 2006-2A:

Class 2B, 2.9269% 2/17/52 (b)(d)

13,844,000

13,097,947

Class 2C, 3.1869% 2/17/52 (b)(d)

16,919,000

13,664,394

Class 2M, 3.0069% 2/17/52 (b)(d)

9,415,000

8,929,563

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 3.2181% 4/12/56 (b)(d)

9,709,000

7,332,617

Banc of America Mortgage Securities, Inc.:

Series 2003-K Class 1A1, 7.1072% 12/25/33 (d)

426,801

397,039

Series 2004-B Class 1A1, 6.4245% 3/25/34 (d)

445,176

408,477

Series 2004-C Class 1A1, 5.9178% 4/25/34 (d)

936,473

856,972

Bear Stearns Alt-A Trust floater:

Series 2005-1 Class A1, 3.4869% 1/25/35 (d)

19,854,589

10,688,037

Series 2005-2 Class 1A1, 3.4569% 3/25/35 (d)

3,618,680

2,226,208

Series 2005-5 Class 1A1, 3.4269% 7/25/35 (d)

4,646,986

2,722,279

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.6069% 5/25/33 (d)

684,290

655,262

Credit Suisse First Boston Adjustable Rate Mortgage Trust floater:

Series 2004-1 Class 9A2, 3.6069% 1/25/34 (d)

392,689

269,097

Series 2004-2 Class 7A3, 3.6069% 2/25/35 (d)

862,811

647,521

Series 2004-4 Class 5A2, 3.6069% 3/25/35 (d)

213,160

143,680

Series 2005-1 Class 5A2, 3.5369% 5/25/35 (d)

3,165,571

2,270,672

Series 2005-10:

Class 5A1, 3.4669% 1/25/36 (d)

4,714,648

3,485,214

Class 5A2, 3.5269% 1/25/36 (d)

2,121,481

1,119,925

Series 2005-2:

Class 6A2, 3.4869% 6/25/35 (d)

791,043

439,540

Class 6M2, 3.6869% 6/25/35 (d)

8,667,000

3,433,658

Series 2005-3 Class 8A2, 3.4469% 7/25/35 (d)

3,549,265

2,253,644

Series 2005-4 Class 7A2, 3.4369% 8/25/35 (d)

1,165,183

734,896

Series 2005-8 Class 7A2, 3.4869% 11/25/35 (d)

2,764,214

1,864,541

Credit Suisse First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 3.9469% 4/25/34 (d)

3,259

2,100

Series 2004-AR4 Class 5A2, 3.9469% 5/25/34 (d)

140,831

114,285

Series 2004-AR5 Class 11A2, 3.9469% 6/25/34 (d)

259,620

200,316

Series 2004-AR6 Class 9A2, 3.9469% 10/25/34 (d)

959,595

686,488

Series 2004-AR7 Class 6A2, 3.5869% 8/25/34 (d)

350,692

277,181

Series 2004-AR8 Class 8A2, 3.5869% 9/25/34 (d)

222,791

175,540

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

Deutsche Alt-A Securities Mortgage Loan Trust floater Series 2007-BAR1 Class A3, 3.3669% 3/25/37 (d)

$ 20,182,000

$ 9,991,341

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 3.12% 9/19/36 (d)

5,119,843

4,765,959

DT Auto Owner Trust sequential payer Series 2007-A Class A2, 5.53% 8/15/10 (b)

6,014,316

5,869,597

First Horizon Mortgage pass-thru Trust floater Series 2004-FL1 Class 2A1, 3.48% 12/25/34 (d)

342,382

281,916

Fosse Master Issuer PLC floater Series 2006-1A:

Class B1, 2.875% 10/18/54 (b)(d)

254,620

250,052

Class B2, 2.945% 10/18/54 (b)(d)

16,795,000

14,813,125

Class C2, 3.255% 10/18/54 (b)(d)

5,630,000

3,511,524

Class M1, 2.955% 10/18/54 (b)(d)

146,881

145,797

Class M2, 3.035% 10/18/54 (b)(d)

9,653,000

8,212,912

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 3.28% 11/20/56 (b)(d)

14,408,000

8,252,800

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 3.2619% 10/11/41 (b)(d)

18,299,000

14,988,006

Granite Master Issuer PLC floater:

Series 2005-1 Class A4, 3.3038% 12/20/54 (d)

32,109,917

30,609,126

Series 2006-1A:

Class A5, 2.88% 12/20/54 (b)(d)

5,212,468

5,021,207

Class C2, 3.41% 12/20/54 (b)(d)

35,316,000

24,752,895

Series 2006-2 Class C1, 3.2563% 12/20/54 (d)

31,451,000

16,870,314

Series 2006-3 Class C2, 3.2863% 12/20/54 (d)

6,604,000

3,650,758

Series 2006-4:

Class B1, 3.2938% 12/20/54 (d)

17,667,000

17,071,975

Class C1, 3.5838% 12/20/54 (d)

10,803,000

10,013,193

Class M1, 3.3738% 12/20/54 (d)

4,651,000

4,447,100

Series 2007-1:

Class 1C1, 3.5038% 12/20/54 (d)

10,914,000

10,313,730

Class 1M1, 3.3538% 12/20/54 (d)

7,100,000

6,922,500

Class 2C1, 3.6338% 12/20/54 (d)

4,981,000

3,345,826

Class 2M1, 3.4538% 12/20/54 (d)

9,116,000

7,263,299

Series 2007-2 Class 2C1, 3.2194% 12/17/54 (d)

12,631,000

8,560,272

Granite Mortgages PLC floater:

Series 2003-3 Class 1C, 4.2363% 1/20/44 (d)

2,674,303

2,598,433

Series 2004-3 Class 2A1, 3.3438% 9/20/44 (d)

3,956,537

3,773,155

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 3.25% 5/19/35 (d)

2,609,209

1,682,166

Home Equity Loan Trust floater Series 2007-FRE1 Class 2AV1, 3.3369% 4/25/37 (d)(f)

12,133,565

10,721,145

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.6569% 10/25/34 (d)

$ 993,098

$ 719,635

Impac CMB Trust floater:

Series 2004-11 Class 2A2, 3.9469% 3/25/35 (d)

1,636,055

1,157,668

Series 2005-1:

Class M4, 3.9569% 4/25/35 (d)

194,286

35,760

Class M5, 3.9769% 4/25/35 (d)

194,286

23,470

Class M6, 4.0269% 4/25/35 (d)

310,753

52,123

Series 2005-3 Class A1, 3.4469% 8/25/35 (d)

3,845,063

2,353,084

Series 2005-4 Class 1B1, 4.5069% 5/25/35 (d)

1,220,337

92,944

Series 2005-6 Class 1M3, 3.8169% 10/25/35 (d)

1,071,486

107,149

Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 3.8188% 9/26/45 (b)(d)

3,200,205

1,723,851

MASTR Adjustable Rate Mortgages Trust floater Series 2005-1 Class 1A1, 3.4769% 3/25/35 (d)

525,275

362,439

MASTR Asset Backed Securities Trust floater Series 2007-HE1 Class M1, 3.5069% 5/25/37 (d)(f)

4,611,000

915,514

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 2.6575% 6/15/22 (b)(d)

1,222,000

1,130,350

Class C, 2.6775% 6/15/22 (b)(d)

7,483,000

6,821,145

Class D, 2.6875% 6/15/22 (b)(d)

2,879,000

2,606,798

Class E, 2.6975% 6/15/22 (b)(d)

4,605,000

3,989,402

Class F, 2.7275% 6/15/22 (b)(d)

8,303,000

7,140,580

Class G, 2.7975% 6/15/22 (b)(d)

1,726,000

1,424,551

Class H, 2.8175% 6/15/22 (b)(d)

3,456,000

2,789,248

Class J, 2.8575% 6/15/22 (b)(d)

4,032,000

3,202,352

Merrill Lynch Mortgage Investors Trust floater:

Series 2003-A Class 2A1, 3.5969% 3/25/28 (d)

1,373,931

1,197,882

Series 2003-B Class A1, 3.5469% 4/25/28 (d)

1,464,905

1,255,732

Series 2003-D Class A, 3.5169% 8/25/28 (d)

1,223,601

1,088,144

Series 2003-E Class A2, 3.4325% 10/25/28 (d)

2,026,321

1,769,363

Series 2003-F Class A2, 2.8375% 10/25/28 (d)

1,749,686

1,532,010

Series 2004-A Class A2, 2.7475% 4/25/29 (d)

1,876,092

1,630,035

Series 2004-B Class A2, 3.0788% 6/25/29 (d)

1,574,359

1,384,094

Series 2004-C Class A2, 3.1088% 7/25/29 (d)

1,659,677

1,420,566

Series 2004-D Class A2, 3.4625% 9/25/29 (d)

1,451,751

1,270,639

Series 2004-E:

Class A2B, 2.8575% 11/25/29 (d)

3,351,137

3,004,756

Class A2D, 3.0475% 11/25/29 (d)

485,987

439,623

Series 2004-G Class A2, 3.48% 11/25/29 (d)

1,598,804

1,371,373

Series 2005-A Class A2, 3.3525% 2/25/30 (d)

1,571,868

1,368,271

Series 2005-B Class A2, 3.0388% 7/25/30 (d)

4,743,115

4,131,098

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

Merrill Lynch Mortgage Investors Trust floater: - continued

Series 2006-MLN1 Class M4, 3.5669% 7/25/37 (d)(f)

$ 9,575,000

$ 745,893

MortgageIT Trust floater:

Series 2004-2:

Class A1, 3.5769% 12/25/34 (d)

1,788,842

1,469,608

Class A2, 3.6569% 12/25/34 (d)

2,419,799

1,926,005

Series 2005-2 Class 1A1, 3.4669% 5/25/35 (d)

1,998,065

1,653,104

Nomura Home Equity Loan Trust floater Series 2006-FM2 Class M7, 4.0069% 7/25/36 (d)(f)

5,710,000

167,417

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 3.4969% 7/25/35 (d)

20,263,513

11,746,388

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 3.5069% 3/25/37 (d)(f)

14,360,000

3,012,010

Permanent Financing No. 8 PLC floater Class 3C, 3.3369% 6/10/42 (d)

12,058,000

8,815,668

Permanent Master Issuer PLC floater Series 2006-1 Class 2C, 3.1906% 7/17/42 (d)

15,168,000

12,477,855

RESI Finance LP/RESI Finance DE Corp. floater:

Series 2003-B Class B5, 4.8381% 7/10/35 (b)(d)

8,417,992

6,852,566

Series 2003-CB1 Class B3, 3.9381% 6/10/35 (b)(d)

6,555,921

5,057,893

Series 2004-A:

Class B4, 3.6881% 2/10/36 (b)(d)

4,751,882

3,287,018

Class B5, 4.1881% 2/10/36 (b)(d)

3,167,612

2,173,868

Series 2004-B:

Class B4, 3.5881% 2/10/36 (b)(d)

2,060,672

1,283,387

Class B5, 4.0381% 2/10/36 (b)(d)

1,595,838

920,639

Class B6, 4.4881% 2/10/36 (b)(d)

556,688

325,384

Series 2004-C:

Class B4, 3.4381% 9/10/36 (b)(d)

2,647,503

2,040,162

Class B5, 3.8381% 9/10/36 (b)(d)

2,968,698

1,944,794

Class B6, 4.2381% 9/10/36 (b)(d)

657,415

388,269

Residential Accredit Loans, Inc. floater Series 2006-QO7 Class 3A1, 3.3069% 9/25/46 (d)

11,698,416

9,519,088

Residential Asset Mortgage Products, Inc.:

sequential payer Series 2003-SL1 Class A31, 7.125% 4/25/31

1,569,769

1,305,464

Series 2005-AR5 Class 1A1, 5.3797% 9/19/35 (d)

1,804,740

1,647,124

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 3.6569% 6/25/33 (b)(d)(f)

1,900,863

1,491,881

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

ResMAE Mortgage Loan Trust floater Series 2006-1 Class A2A, 3.3069% 2/25/36 (b)(d)(f)

$ 1,141,223

$ 1,102,885

Sequoia Mortgage Trust floater:

Series 2003-5 Class A2, 3.4663% 9/20/33 (d)

2,797,969

2,211,501

Series 2004-1 Class A, 3.3844% 2/20/34 (d)

987,185

777,537

Series 2004-10 Class A4, 3.2219% 11/20/34 (d)

1,409,044

1,141,908

Series 2004-12 Class 1A2, 3.4838% 1/20/35 (d)

4,365,009

3,412,983

Series 2004-3 Class A, 2.6325% 5/20/34 (d)

1,389,215

1,030,775

Series 2004-4 Class A, 3.1419% 5/20/34 (d)

5,316,402

4,283,354

Series 2004-5 Class A3, 3.1663% 6/20/34 (d)

1,968,113

1,552,432

Series 2004-6:

Class A3A, 3.4913% 6/20/35 (d)

1,510,479

1,195,505

Class A3B, 3.6338% 7/20/34 (d)

288,565

224,762

Series 2004-7:

Class A3A, 3.4094% 8/20/34 (d)

1,520,138

1,191,770

Class A3B, 3.6344% 7/20/34 (d)

187,299

154,717

Series 2004-8 Class A2, 3.5063% 9/20/34 (d)

3,938,723

3,084,275

Series 2005-1 Class A2, 3.3344% 2/20/35 (d)

2,641,003

2,061,752

Series 2005-2 Class A2, 3.2194% 3/20/35 (d)

3,432,660

2,505,104

Series 2005-3 Class A1, 3.3875% 5/20/35 (d)

1,588,788

1,205,831

Soundview Home Equity Loan Trust floater Series 2006-EQ1 Class M7, 4.0069% 9/25/36 (d)(f)

3,090,000

249,178

Structured Asset Securities Corp. floater:

Series 2004-NP1 Class A, 3.6069% 9/25/33 (b)(d)

591,575

537,039

Series 2007-GEL1 Class A2, 3.3969% 1/25/37 (b)(d)(f)

7,688,000

4,109,236

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 2.6719% 9/25/36 (d)

19,234,000

10,578,700

WaMu Mortgage pass-thru certificates floater:

Series 2006-AR11 Class C1B1, 3.2869% 9/25/46 (d)

1,449,520

1,410,569

Series 2006-AR7 Class C1B1, 3.2669% 7/25/46 (d)

823,867

797,090

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $700,777,217)

505,707,926

Commercial Mortgage Securities - 11.7%

 

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class F, 2.9575% 3/15/22 (b)(d)

3,618,000

3,131,379

Class G, 3.0175% 3/15/22 (b)(d)

2,345,000

1,983,636

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Banc of America Large Loan, Inc. floater: - continued

Series 2006-BIX1:

Class F, 2.7975% 10/15/19 (b)(d)

$ 9,312,000

$ 8,124,720

Class G, 2.8175% 10/15/19 (b)(d)

6,343,000

5,550,125

Bayview Commercial Asset Trust floater:

Series 2003-2:

Class A, 3.7869% 12/25/33 (b)(d)

3,957,795

3,304,759

Class M1, 4.0569% 12/25/33 (b)(d)

682,543

518,733

Series 2004-1:

Class A, 3.5669% 4/25/34 (b)(d)

8,472,640

7,350,015

Class B, 5.1069% 4/25/34 (b)(d)

941,438

494,255

Class M1, 3.7669% 4/25/34 (b)(d)

763,038

574,186

Class M2, 4.4069% 4/25/34 (b)(d)

687,092

458,634

Series 2004-2:

Class A, 3.6369% 8/25/34 (b)(d)

8,082,674

7,031,927

Class M1, 3.7869% 8/25/34 (b)(d)

1,483,252

1,143,958

Series 2004-3:

Class A1, 3.5769% 1/25/35 (b)(d)

13,010,047

11,383,791

Class A2, 3.6269% 1/25/35 (b)(d)

1,873,193

1,582,848

Class M1, 3.7069% 1/25/35 (b)(d)

2,251,009

1,738,904

Class M2, 4.2069% 1/25/35 (b)(d)

1,456,626

986,864

Series 2005-2A:

Class A1, 3.5169% 8/25/35 (b)(d)

9,525,388

7,383,128

Class M1, 3.6369% 8/25/35 (b)(d)

706,760

465,967

Class M2, 3.6869% 8/25/35 (b)(d)

1,165,681

815,743

Class M3, 3.7069% 8/25/35 (b)(d)

644,939

415,921

Class M4, 3.8169% 8/25/35 (b)(d)

592,030

356,580

Series 2005-3A:

Class A1, 3.5269% 11/25/35 (b)(d)

5,153,747

3,935,917

Class A2, 3.6069% 11/25/35 (b)(d)

3,341,211

2,664,615

Class M1, 3.6469% 11/25/35 (b)(d)

609,557

396,761

Class M2, 3.6969% 11/25/35 (b)(d)

773,899

489,027

Class M3, 3.7169% 11/25/35 (b)(d)

692,624

418,068

Class M4, 3.8069% 11/25/35 (b)(d)

862,942

512,760

Series 2005-4A:

Class A2, 3.5969% 1/25/36 (b)(d)

12,242,284

9,702,010

Class B1, 4.6069% 1/25/36 (b)(d)

1,057,943

499,878

Class M1, 3.6569% 1/25/36 (b)(d)

3,949,124

2,764,387

Class M2, 3.6769% 1/25/36 (b)(d)

1,184,737

784,888

Class M3, 3.7069% 1/25/36 (b)(d)

1,730,218

1,094,363

Class M4, 3.8169% 1/25/36 (b)(d)

956,903

571,750

Class M5, 3.8569% 1/25/36 (b)(d)

956,903

547,827

Class M6, 3.9069% 1/25/36 (b)(d)

1,016,338

541,200

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2006-1:

Class A2, 3.5669% 4/25/36 (b)(d)

$ 1,912,913

$ 1,434,302

Class M1, 3.5869% 4/25/36 (b)(d)

684,170

430,754

Class M2, 3.6069% 4/25/36 (b)(d)

722,871

448,252

Class M3, 3.6269% 4/25/36 (b)(d)

621,973

390,288

Class M4, 3.7269% 4/25/36 (b)(d)

352,451

195,293

Class M5, 3.7669% 4/25/36 (b)(d)

342,085

187,942

Class M6, 3.8469% 4/25/36 (b)(d)

682,097

388,795

Series 2006-2A:

Class A1, 3.4369% 7/25/36 (b)(d)

18,480,077

13,959,850

Class A2, 3.4869% 7/25/36 (b)(d)

1,668,390

1,260,135

Class B1, 4.0769% 7/25/36 (b)(d)

624,665

312,082

Class B3, 5.9069% 7/25/36 (b)(d)

943,779

452,731

Class M1, 3.5169% 7/25/36 (b)(d)

1,750,489

1,103,333

Class M2, 3.5369% 7/25/36 (b)(d)

1,235,051

755,110

Class M3, 3.5569% 7/25/36 (b)(d)

1,024,450

606,987

Class M4, 3.6269% 7/25/36 (b)(d)

691,771

403,234

Class M5, 3.6769% 7/25/36 (b)(d)

850,258

479,630

Class M6, 3.7469% 7/25/36 (b)(d)

1,268,605

680,099

Series 2006-3A:

Class B1, 4.0069% 10/25/36 (b)(d)

1,078,447

560,793

Class B2, 4.5569% 10/25/36 (b)(d)

777,843

385,032

Class B3, 5.8069% 10/25/36 (b)(d)

1,261,564

605,551

Class M4, 3.6369% 10/25/36 (b)(d)

1,191,883

774,724

Class M5, 3.6869% 10/25/36 (b)(d)

1,426,856

741,965

Class M6, 3.7669% 10/25/36 (b)(d)

2,792,943

1,351,086

Series 2006-4A:

Class A1, 3.4369% 12/25/36 (b)(d)

5,098,246

4,110,715

Class A2, 3.4769% 12/25/36 (b)(d)

22,977,221

16,943,403

Class B1, 3.9069% 12/25/36 (b)(d)

802,088

393,905

Class B2, 4.4569% 12/25/36 (b)(d)

830,021

393,430

Class B3, 5.6569% 12/25/36 (b)(d)

1,391,084

665,773

Class M1, 3.4969% 12/25/36 (b)(d)

1,660,042

1,085,004

Class M2, 3.5169% 12/25/36 (b)(d)

1,116,538

694,263

Class M3, 3.5469% 12/25/36 (b)(d)

1,130,904

671,191

Class M4, 3.6069% 12/25/36 (b)(d)

1,355,169

791,419

Class M5, 3.6469% 12/25/36 (b)(d)

1,242,637

690,906

Class M6, 3.7269% 12/25/36 (b)(d)

1,116,538

635,087

Series 2007-1:

Class A2, 3.4769% 3/25/37 (b)(d)

4,340,857

3,429,277

Class B1, 3.8769% 3/25/37 (b)(d)

1,417,525

652,061

Class B2, 4.3569% 3/25/37 (b)(d)

1,025,248

466,488

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bayview Commercial Asset Trust floater: - continued

Series 2007-1:

Class B3, 6.5569% 3/25/37 (b)(d)

$ 2,764,256

$ 1,243,915

Class M1, 3.4769% 3/25/37 (b)(d)

1,236,794

902,860

Class M2, 3.4969% 3/25/37 (b)(d)

927,804

649,463

Class M3, 3.5269% 3/27/37 (b)(d)

826,195

549,420

Class M4, 3.5769% 3/25/37 (b)(d)

687,108

401,958

Class M5, 3.6269% 3/25/37 (b)(d)

1,033,577

558,132

Class M6, 3.7069% 3/25/37 (b)(d)

1,444,176

714,867

Series 2007-2A:

Class A1, 3.4769% 7/25/37 (b)(d)

3,783,034

3,139,919

Class A2, 3.5269% 7/25/37 (b)(d)

3,543,188

2,799,118

Class B1, 4.8069% 7/25/37 (b)(d)

1,110,199

510,691

Class B2, 5.4569% 7/25/37 (b)(d)

962,112

418,519

Class B3, 6.5569% 7/25/37 (b)(d)

1,082,035

459,865

Class M1, 3.5769% 7/25/37 (b)(d)

1,262,829

858,723

Class M2, 3.6169% 7/25/37 (b)(d)

708,638

460,614

Class M3, 3.6969% 7/25/37 (b)(d)

717,723

444,988

Class M4, 3.8569% 7/25/37 (b)(d)

1,381,843

780,741

Class M5, 3.9569% 7/25/37 (b)(d)

1,221,946

653,741

Class M6, 4.2069% 7/25/37 (b)(d)

1,550,826

783,167

Series 2007-3:

Class A2, 3.4969% 7/25/37 (b)(d)

6,415,194

4,878,114

Class B1, 4.1569% 7/25/37 (b)(d)

1,037,728

508,798

Class B2, 4.8069% 7/25/37 (b)(d)

2,550,746

1,377,403

Class B3, 7.2069% 7/25/37 (b)(d)

1,380,679

660,517

Class M1, 3.5169% 7/25/37 (b)(d)

923,949

549,657

Class M2, 3.5469% 7/25/37 (b)(d)

986,084

567,689

Class M3, 3.5769% 7/25/37 (b)(d)

1,523,508

826,503

Class M4, 3.7069% 7/25/37 (b)(d)

2,395,813

1,413,290

Class M5, 3.8069% 7/25/37 (b)(d)

1,271,742

671,607

Class M6, 4.0069% 7/25/37 (b)(d)

968,331

492,977

Series 2007-4A:

Class B1, 5.7569% 9/25/37 (b)(d)

1,392,261

626,518

Class B2, 6.6569% 9/25/37 (b)(d)

4,947,666

2,176,973

Class M1, 4.1569% 9/25/37 (b)(d)

1,332,459

912,735

Class M2, 4.2569% 9/25/37 (b)(d)

1,332,459

846,112

Class M4, 4.8069% 9/25/37 (b)(d)

3,328,345

1,930,440

Class M5, 4.9569% 9/25/37 (b)(d)

3,328,345

1,797,306

Class M6, 5.1569% 9/25/37 (b)(d)

3,333,017

1,716,504

Bear Stearns Commercial Mortgage Securities Trust floater:

Series 2006-BBA7:

Class G, 2.9275% 3/15/19 (b)(d)

4,732,000

3,856,580

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bear Stearns Commercial Mortgage Securities Trust floater: - continued

Series 2006-BBA7:

Class H, 3.1375% 3/15/19 (b)(d)

$ 3,184,000

$ 2,356,160

Class J, 3.3375% 3/15/19 (b)(d)

2,392,000

1,722,240

Series 2007-BBA8:

Class D, 2.7375% 3/15/22 (b)(d)

2,452,000

2,059,680

Class E, 2.7875% 3/15/22 (b)(d)

12,733,000

10,568,390

Class F, 2.8375% 5/15/22 (b)(d)

7,808,000

6,324,480

Class G, 2.8875% 3/15/22 (b)(d)

2,006,750

1,605,400

Class H, 3.0375% 3/15/22 (b)(d)

2,452,000

1,839,000

Class J, 3.1875% 3/15/22 (b)(d)

2,452,000

1,789,960

Citigroup Commercial Mortgage Trust floater Series 2006-FL2:

Class G, 2.8175% 11/15/36 (b)(d)

2,610,000

2,192,400

Class H, 2.8575% 11/15/36 (b)(d)

2,089,000

1,733,870

COMM pass-thru certificates floater:

Series 2005-F10A:

Class D, 2.7975% 4/15/17 (b)(d)

5,582,000

5,271,650

Class E, 2.8575% 4/15/17 (b)(d)

1,777,000

1,648,611

Class F, 2.8975% 4/15/17 (b)(d)

1,008,000

928,784

Class G, 3.0375% 4/15/17 (b)(d)

1,008,000

927,280

Class H, 3.1075% 4/15/17 (b)(d)

1,008,000

922,915

Class J, 3.3375% 4/15/17 (b)(d)

773,000

695,366

Series 2005-FL11:

Class F, 2.9375% 11/15/17 (b)(d)

2,284,463

2,106,569

Class G, 2.9875% 11/15/17 (b)(d)

1,583,477

1,402,429

Series 2007-FL14:

Class F, 2.9875% 6/15/22 (b)(d)

11,700,840

8,934,879

Class G, 3.0375% 6/15/22 (b)(d)

1,722,754

1,300,300

Class H, 3.1875% 6/15/22 (b)(d)

1,722,754

1,172,078

Credit Suisse Mortgage Capital Certificates floater Series 2007-TFL1:

Class C:

2.6575% 2/15/22 (b)(d)

10,956,000

8,874,360

2.7575% 2/15/22 (b)(d)

3,913,000

3,052,140

Class F, 2.8075% 2/15/22 (b)(d)

7,825,000

5,868,750

CSMC Commercial Mortgage Trust floater Series 2006-TFLA:

Class H, 3.2175% 4/15/21 (b)(d)

2,562,000

1,998,360

Class J, 3.2875% 4/15/21 (b)(d)

1,709,000

1,315,930

Class K, 3.6875% 4/15/21 (b)(d)

8,543,000

6,407,250

GS Mortgage Securities Corp. II floater Series 2006-FL8A Class F, 2.9269% 6/6/20 (b)(d)

4,906,000

4,071,980

Commercial Mortgage Securities - continued

 

Principal Amount

Value

JPMorgan Chase Commercial Mortgage Securities Trust floater Series 2006-FLA2:

Class D, 2.7175% 11/15/18 (b)(d)

$ 1,359,263

$ 1,026,244

Class E, 2.7675% 11/15/18 (b)(d)

1,926,169

1,434,996

Class F, 2.8175% 11/15/18 (b)(d)

2,888,926

2,123,361

Class G, 2.8475% 11/15/18 (b)(d)

2,510,770

1,820,308

Class H, 2.9875% 11/15/18 (b)(d)

1,926,169

1,377,211

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class F, 2.8275% 9/15/21 (b)(d)

6,716,183

5,171,461

Class G, 2.8475% 9/15/21 (b)(d)

13,267,984

10,083,668

Class H, 2.8875% 9/15/21 (b)(d)

3,422,905

2,567,179

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF Class C, 3.688% 7/15/19 (b)(d)

4,834,000

2,417,000

Series 2007-XCLA Class A1, 2.688% 7/17/17 (b)(d)

16,918,856

12,181,576

Series 2007-XLCA Class B, 2.9875% 7/17/17 (b)(d)

9,589,887

6,233,427

Series 2007-XLFA:

Class D, 2.678% 10/15/20 (b)(d)

3,921,000

2,955,689

Class E, 2.738% 10/15/20 (b)(d)

4,904,000

3,455,113

Class F, 2.788% 10/15/20 (b)(d)

2,943,000

2,060,100

Class G, 2.828% 10/15/20 (b)(d)

3,638,000

2,364,700

Class H, 2.918% 10/15/20 (b)(d)

2,290,000

1,259,500

Class J, 3.068% 10/15/20 (b)(d)

2,614,000

1,307,000

Class MHRO, 3.178% 10/15/20 (b)(d)

1,062,540

478,143

Class MJPM, 3.488% 10/15/20 (b)(d)

360,690

216,414

Class MSTR, 3.188% 10/15/20 (b)(d)

655,000

327,500

Class NHRO, 3.378% 10/15/20 (b)(d)

1,551,819

620,728

Class NSTR, 3.338% 10/15/20 (b)(d)

610,000

408,700

Series 2007-XLC1:

Class C, 3.0875% 7/17/17 (b)(d)

13,089,291

8,115,360

Class D, 3.1875% 7/17/17 (b)(d)

6,158,950

3,510,602

Class E, 3.2875% 7/17/17 (b)(d)

5,004,908

2,752,699

STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.6563% 3/24/18 (b)(d)

1,547,752

1,408,455

Wachovia Bank Commercial Mortgage Trust floater:

Series 2005-WL5A Class K, 3.6875% 1/15/18 (b)(d)

7,499,000

7,049,060

Series 2006-WL7A:

Class E, 2.7675% 9/15/21 (b)(d)

8,188,000

6,632,280

Class F, 2.8275% 8/11/18 (b)(d)

11,034,000

8,606,520

Class G, 2.8475% 8/11/18 (b)(d)

10,453,000

7,630,690

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Wachovia Bank Commercial Mortgage Trust floater: - continued

Series 2006-WL7A:

Class J, 3.0875% 8/11/18 (b)(d)

$ 2,324,000

$ 1,510,600

Class X1A, 0.0242% 9/15/21 (b)(d)(e)

16,635,387

1,713

Series 2007-WHL8:

Class AP1, 3.1875% 6/15/20 (b)(d)

589,922

424,744

Class AP2, 3.2875% 6/15/20 (b)(d)

966,111

676,278

Class F, 2.9675% 6/15/20 (b)(d)

17,453,000

11,344,450

Class LXR2, 3.2875% 6/15/20 (b)(d)

11,898,504

8,328,953

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $566,499,070)

410,364,471

Cash Equivalents - 35.2%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 2.19%, dated 9/30/08 due 10/1/08 (Collateralized by U.S. Government Obligations) #

315,019

315,000

With:

Banc of America Securities LLC at 6%, dated 9/30/08 due 10/1/08 (Collateralized by Commercial Paper Obligations valued at $180,280,042, 10/20/08 - 12/15/08)

175,029,167

175,000,000

Barclays Capital, Inc. at 7.15%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at:

$142,828,363, 3.88%- 7.5%, 6/15/09 - 11/1/25)

136,027,011

136,000,000

$40,958,133, 5.05%- 5.64%, 11/16/09 - 5/25/16)

39,007,746

39,000,000

BNP Paribas Securities Corp. at 7.2%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at $183,786,750, 5.75%- 6.88%, 6/15/11 - 6/1/56)

175,035,000

175,000,000

Citigroup Global Markets, Inc. at 7.2%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at $183,786,750, 5%- 6.13%, 8/10/10 - 6/1/17)

175,035,000

175,000,000

Credit Suisse First Boston, Inc. at 7.2%, dated 9/30/08 due 10/1/08 (Collateralized by Equity Securities valued at $183,783,089)

175,035,000

175,000,000

Deutsche Bank Securities, Inc. at 7.15%, dated 9/30/08 due 10/1/08 (Collateralized by Commercial Paper Obligations valued at $180,285,800, 11/4/08 - 11/25/08)

175,034,757

175,000,000

Cash Equivalents - continued

Maturity Amount

Value

With: - continued

J.P. Morgan Securities, Inc. at 7.2%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at $183,754,744, 5.38%- 12%, 3/25/09 - 1/30/19)

175,035,000

$ 175,000,000

UBS Warburg LLC at 7.21%, dated 9/30/08 due 10/1/08 (Collateralized by Corporate Obligations valued at $8,403,732, 6.13%, 8/15/13)

8,001,602

8,000,000

TOTAL CASH EQUIVALENTS

(Cost $1,233,315,000)

1,233,315,000

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $4,401,684,611)

3,542,474,255

NET OTHER ASSETS - (1.0)%

(35,385,740)

NET ASSETS - 100%

$ 3,507,088,515

Swap Agreements

 

Expiration Date

Notional Amount

Value

Credit Default Swaps

Receive monthly notional amount multiplied by .52% and pay Bank of America upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R8 Class M6, 6.835% 9/25/34 (f)

Oct. 2034

$ 9,900,000

$ (3,689,846)

Receive monthly notional amount multiplied by .8% and pay Deutsche Bank upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WCH1 Class M6, 6.365% 1/25/35 (f)

Feb. 2035

3,000,000

(2,713,917)

Receive monthly notional amount multiplied by .85% and pay Deutsche Bank upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M6, 6.105% 5/25/35 (f)

June 2035

3,000,000

(2,712,486)

Receive monthly notional amount multiplied by 1.32% and pay Goldman Sachs upon credit event of Securitized Asset Backed Receivables LLC Trust, par value of the notional amount of Securitized Asset Backed Receivables LLC Trust Series 2006-OP1 Class B2, 6.72% 10/25/35 (f)

Nov. 2035

7,900,000

(7,000,549)

Receive monthly notional amount multiplied by 1.85% and pay Citibank upon credit event of Carrington Mortgage Loan Trust, par value of the notional amount of Carrington Mortgage Loan Trust Series 2006-NC2 Class M9, 7.02% 6/25/36 (f)

July 2036

5,500,000

(5,116,887)

Receive monthly notional amount multiplied by 2.5% and pay Credit Suisse First Boston upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 8.03% 11/25/34 (f)

Dec. 2034

1,192,129

(1,079,154)

Receive monthly notional amount multiplied by 3.66% and pay Deutsche Bank upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 7.2% 5/25/35 (f)

June 2035

7,900,000

(7,262,177)

Swap Agreements - continued

 

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.83% and pay Morgan Stanley, Inc. upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 7.2% 5/25/35

June 2035

$ 2,700,000

$ (2,478,972)

Receive quarterly notional amount multiplied by .78% and pay Goldman Sachs upon credit event of TXU Energy Co. LLC, par value of the notional amount of TXU Energy Co. LLC 7% 3/15/13

Dec. 2008

10,650,000

(51,693)

 

 

$ 51,742,129

$ (32,105,681)

Legend

(a) Non-income producing - Issuer is in default.

(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 $901,305,369 or 25.7% of net assets.

(c) Security or a portion of the security has been segregated as collateral for swap agreements. At the period end, the value of securities pledged amounted to $29,971,014.

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

(e) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(f) Security or a portion of the security backed by subprime mortgage loans. At period end, the value of these securities, exclusive of the value of credit default swaps, amounted to $477,200,205 or 13.6% of net assets.

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

Repurchase Agreement / Counterparty

Value

$315,000 due 10/01/08 at 2.19%

Bank of America, NA

$ 216,101

Barclays Capital, Inc.

13,343

Societe Generale, New York Branch

29,468

UBS Securities LLC

56,088

 

$ 315,000

Other Information

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

United States of America

84.9%

United Kingdom

11.0%

Cayman Islands

2.6%

Spain

1.3%

Others (individually less than 1%)

0.2%

 

100.0%

Income Tax Information

At September 30, 2008, the fund had a capital loss carryforward of approximately $99,293,976 of which $3,902,385 and $95,391,591 will expire on September 30, 2011 and 2016, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

The fund intends to elect to defer to its fiscal year ending September 30, 2009 approximately $997,763,171 of losses recognized during the period November 1, 2007 to September 30, 2008.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

Assets

Investment in securities, at value (including repurchase agreements of $1,233,315,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,401,684,611)

 

$ 3,542,474,255

Cash

325

Receivable for investments sold

30,631

Receivable for swap agreements

62,836

Interest receivable

4,963,623

Other receivables

24,914

Total assets

3,547,556,584

 

 

 

Liabilities

Distributions payable

$ 8,130,150

Unrealized depreciation on swap agreements

32,105,681

Other payables and accrued expenses

232,238

Total liabilities

40,468,069

 

 

 

Net Assets

$ 3,507,088,515

Net Assets consist of:

 

Paid in capital

$ 5,503,481,473

Distributions in excess of net investment income

(8,007,798)

Accumulated undistributed net realized gain (loss) on investments

(1,097,069,123)

Net unrealized appreciation (depreciation) on investments

(891,316,037)

Net Assets, for 43,463,954 shares outstanding

$ 3,507,088,515

Net Asset Value, offering price and redemption price per share ($3,507,088,515 ÷ 43,463,954 shares)

$ 80.69

Noncash financing activities not included consist of redemptions in-kind of securities of $699,183,412

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

Investment Income

 

 

Interest (including $36,272 from affiliated interfund lending)

 

$ 323,163,366

 

 

 

Expenses

Custodian fees and expenses

$ 117,364

Independent trustees' compensation

31,565

Interest

511

Total expenses before reductions

149,440

Expense reductions

(127,387)

22,053

Net investment income

323,141,313

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(1,034,610,765)

Futures contracts

(220,394)

Swap agreements

(84,539,732)

 

Total net realized gain (loss)

 

(1,119,370,891)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(323,085,081)

Futures contracts

(17,095)

Swap agreements

47,718,890

Total change in net unrealized appreciation (depreciation)

 

(275,383,286)

Net gain (loss)

(1,394,754,177)

Net increase (decrease) in net assets resulting from operations

$ (1,071,612,864)

Noncash financing activities not included consist of redemptions in-kind of securities of $699,183,412

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 323,141,313

$ 748,733,097

Net realized gain (loss)

(1,119,370,891)

(95,403,693)

Change in net unrealized appreciation (depreciation)

(275,383,286)

(619,705,034)

Net increase (decrease) in net assets resulting
from operations

(1,071,612,864)

33,624,370

Distributions to shareholders from net investment income

(294,774,990)

(748,108,709)

Distributions to shareholders from net realized gain

-

(1,637,496)

Distributions to shareholders from return of capital

(1,170,375)

-

Total distributions

(295,945,365)

(749,746,205)

Affiliated share transactions
Proceeds from sales of shares

1,718,729,672

9,139,746,269

Cost of shares redeemed

(8,719,515,797)

(5,104,891,873)

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

(7,000,786,125)

4,034,854,396

Total increase (decrease) in net assets

(8,368,344,354)

3,318,732,561

 

 

 

Net Assets

Beginning of period

11,875,432,869

8,556,700,308

End of period (including distributions in excess of net investment income of $8,007,798 and distributions in excess of net investment income of $28,192,275, respectively)

$ 3,507,088,515

$ 11,875,432,869

Other Information

Shares

Sold

19,134,057

92,037,768

Redeemed

(100,994,695)

(52,715,331)

Net increase (decrease)

(81,860,638)

39,322,437

Noncash financing activities not included consist of redemptions in-kind of securities of $699,183,412

Annual Report

Financial Statements - continued

Statement of Cash Flows

 

Year ended
September 30,
2008

Cash flows from operating activities:

 

Net decrease in net assets resulting from operations

$ (1,071,612,864)

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by (used in) operating activities:

 

Decrease in receivable for investments sold

11,654,749

Decrease in receivable for swap agreements

248,008

Decrease in interest receivable

35,376,169

Decrease in other assets

11,758

Increase in other payables and accrued expenses

148,539

Purchases of long-term investments

(81,287,466)

Proceeds from sales of long-term investments

5,780,603,232

Proceeds from maturities/sales of short-term investments - net

656,649,164

Net amortization/accretion of premium/discount

4,871,857

Net realized loss on investments

1,034,610,765

Change in net unrealized appreciation (depreciation) on investments and swap agreements

278,206,748

Net cash provided by operating activities

6,649,480,659

 

 

Cash flows from financing activities:

Cash distributions paid

(346,707,929)

Return of capital

(1,170,375)

Proceeds from sales of shares

1,718,729,672

Cost of shares redeemed

(8,020,332,385)

Net cash used in financing activities

(6,649,481,017)

Net decrease in cash and cash equivalents

(358)

Cash, beginning of year

683

Cash, end of year

$ 325

Noncash financing activities not included consist of redemptions in-kind of securities of $699,183,412

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 94.76

$ 99.49

$ 99.49

$ 99.52

$ 99.49

Income from Investment Operations

 

 

 

 

 

Net investment income B

  4.083

  5.595

  4.999

  3.167

  1.764

Net realized and unrealized gain (loss)

  (14.876)

  (4.714)

  (.015)

  (.059)

  - E

Total from investment operations

  (10.793)

  .881

  4.984

  3.108

  1.764

Distributions from net investment income

  (3.264)

  (5.597)

  (4.984)

  (3.138)

  (1.734)

Distributions from net realized gain

  -

  (.014)

  -

  -

  -

Return of capital

  (.013)

  -

  -

  -

  -

Total distributions

  (3.277)

  (5.611)

  (4.984)

  (3.138)

  (1.734)

Net asset value, end of period

$ 80.69

$ 94.76

$ 99.49

$ 99.49

$ 99.52

Total Return A

  (11.55)%

  .83%

  5.13%

  3.17%

  1.79%

Ratios to Average Net Assets D

 

 

 

 

Expenses before reductions C

  -%

  -%

  -%

  -%

  -%

Expenses net of fee waivers, if any C

  -%

  -%

  -%

  -%

  -%

Expenses net of all reductions C

  -%

  -%

  -%

  -%

  -%

Net investment income

  4.68%

  5.69%

  5.03%

  3.18%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,507,089

$ 11,875,433

$ 8,556,700

$ 6,660,552

$ 5,495,704

Portfolio turnover rate

  2%

  41%

  41%

  49%

  50%

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

B Calculated based on average shares outstanding during the period.

C Amount represents less than .01%.

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

E Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2008

1. Organization.

Fidelity Ultra-Short Central Fund (the Fund) is a fund of Fidelity Garrison Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. 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).

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. A significant portion of the Fund's securities are valued at period end by a single source or dealer. Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

2. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. 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 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. 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 Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, swap agreements, market discount, capital loss carryforwards, redemptions in-kind, and losses deferred due to excise tax regulations.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 37,097

Unrealized depreciation

(891,210,005)

Net unrealized appreciation (depreciation)

(891,172,908)

Capital loss carryforward

(99,293,976)

 

 

Cost for federal income tax purposes

$ 4,433,647,163

The tax character of distributions paid was as follows:

 

September 30, 2008

September 30, 2007

Ordinary Income

$ 294,774,990

$ 749,746,205

Tax Return of Capital

1,170,375

-

Total

$ 295,945,365

$ 749,746,205

For the period ended September 30, 2008, the Fund's distributions exceeded the aggregate amount of taxable income and net realized gains resulting in a return of capital for tax purposes. This was due to reductions in taxable income available for distribution after certain distributions had been made. The tax treatment of distributions for the 2008 calendar year will be reported to shareholders prior to February 1, 2009.

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

In addition, in March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for reporting periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance.

Annual Report

3. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

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.

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will

Annual Report

Notes to Financial Statements - continued

3. Operating Policies - continued

Swap Agreements - continued

receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value.

Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements".

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities and U.S. government securities, aggregated $81,026,578 and $6,207,400,354, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), 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 FIMM, FMR pays FIMM 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 Trustees, and certain exceptions such as interest expense.

Other Affiliated Transactions. On June 27, 2008, certain investment companies managed by FMR or its affiliates (the Investing Funds) redeemed out of the Fund. Each

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Other Affiliated Transactions - continued

Fund received securities of equal value, including interest, as noted in the following table. This is considered taxable to each Investing Fund for federal income tax purposes. The Fund recognized a loss of $83,570,362.

Fund

Shares of
Ultra Short Central Fund
Redeemed

Value of
securities delivered
(including accrued interest)

Tactical Income Central Fund

5,479,932

$ 453,354,774

VIP Investment Grade Central Fund

2,971,457

245,828,638

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Lender

$ 22,075,600

3.94%

6. 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 outstanding amounted to $5,660,000. The weighted average interest rate was 3.25%. The interest expense amounted to $511 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

7. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $31,565.

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 $95,822.

Annual Report

Notes to Financial Statements - continued

8. Other.

The Fund's organizational documents provide former and current trustees 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 the outstanding shares of the fund.

9. Credit Risk.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Garrison Street Trust and Shareholders of Fidelity Ultra-Short Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Ultra-Short Central Fund (the Fund), a fund of Fidelity Garrison Street Trust, including the schedule of investments, as of September 30, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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 September 30, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Ultra-Short Central Fund as of September 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 25, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 159 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (73)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

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

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (66)

 

Year of Election or Appointment: 2006

 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

George H. Heilmeier (72)

 

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology), Compaq, Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Arthur E. Johnson (61)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

James H. Keyes (68)

 

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (61)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (69)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of the Fidelity Funds. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

John R. Hebble (50)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-
present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.

Boyce I. Greer (52)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed-Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-
present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Dwight D. Churchill (54)

 

Year of Election or Appointment: 2008

Vice President of Ultra-Short Central. Mr. Churchill also serves as Vice President of Fidelity's Bond Funds (2008-present). Mr. Churchill is Executive Vice President of FMR (2005-present), FMR Co., Inc. (2005-present) and Fidelity Investments Money Management, Inc. (2008-present). Previously, Mr. Churchill served as Senior Vice President of FMR (1997-
2005) and Senior Vice President of Fidelity Investments Money Management, Inc. (2000-2006).

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (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).

Nancy D. Prior (41)

 

Year of Election or Appointment: 2008

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Michael H. Whitaker (41)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-
present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (39)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed-Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) and Accounting Group Manager (2003) of JPMorgan Chase Bank.

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

Assistant Treasurer of 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).

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

Annual Report

Distributions (Unaudited)

The fund designates $160,591,225 of distributions paid during the period January 1, 2008 to September 30, 2008 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax return.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Ultra-Short Central Fund

Each year, typically in June, the Board of Trustees, including the Independent Trustees (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 Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its June 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Fidelity Investments Money Management, 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 Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by Fidelity Management & Research Company (FMR) or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered that FMR pays the fund's management fee on behalf of the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the fund's net management fee and total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects. The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that the realization of economies of scale was not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures; (vi) the funds' sub-advisory arrangements; and (vii) accounts managed by Fidelity other than the Fidelity funds.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Item 2. Code of Ethics

As of the end of the period, September 30, 2008, Fidelity Garrison Street (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 Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles 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 Money Market Central Fund and Fidelity Ultra-Short Central Fund (the "Funds"):

Services Billed by Deloitte Entities

September 30, 2008 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Money Market Central Fund

$33,000

$-

$4,500

$-

Fidelity Ultra-Short Central Fund

$192,000

$-

$5,600

$-

September 30, 2007 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Money Market Central Fund

$32,000

$-

$4,200

$-

Fidelity Ultra-Short Central Fund

$129,000

$-

$5,200

$-

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

 

September 30, 2008A

September 30, 2007A

Audit-Related Fees

$410,000

$-

Tax Fees

$-

$-

All Other Fees

$-

$-B

A Amounts may reflect rounding.

B Reflects current period presentation.

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

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

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

September 30, 2008 A

September 30, 2007 A

Deloitte Entities

$890,000

$595,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Independence Standards Board Standard No. 1, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

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

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

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

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

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

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

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

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Garrison Street Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 5, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 5, 2008

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 5, 2008