N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21667

Fidelity Central Investment Portfolios LLC
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

August 31

 

 

Date of reporting period:

August 31, 2012

Item 1. Reports to Stockholders

Fidelity® High Income
Central Fund 2

Annual Report

August 31, 2012

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

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

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

All other marks appearing herein are the registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

HICII-ANN-1012
1.861961.104

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2012

Past 1
year

Life of
Fund
A

Fidelity® High Income Central Fund 2

15.22%

11.22%

A From March 31, 2008.

$10,000 Over Life of Fund

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

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Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds produced a strong return for the year ending August 31, 2012, with The BofA Merrill LynchSM US High Yield Constrained Index advancing 13.01%. Worry about sovereign debt issues in the eurozone and weak global economic growth failed to restrain the asset class amid favorable supply/demand technicals - with investors attracted to its higher yields in a very low interest rate environment - accommodative Federal Reserve monetary policy, plentiful liquidity and a low default rate. High-yield bonds started the period off wracked by volatility, but rebounded in October 2011 to one of its largest monthly increases ever, before stalling once again in November. The market posted positive returns from December through February, then declined modestly from March through May. The tide shifted in June, though, as Greece elected a pro-euro, pro-bailout government and the Fed implemented a second round of "Operation Twist," a program designed to help buoy economic growth. In July, soft corporate earnings and weak economic data were a concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario Draghi, who said the ECB would do "whatever it takes" to protect the eurozone from collapsing. In August, hopes of further monetary response in the U.S. and abroad outweighed weak global economic growth, further boosting the asset class.

Comments from Frederick Hoff, Portfolio Manager of Fidelity® High Income Central Fund 2: For the year, the fund returned 15.22%, well ahead of the BofA Merrill Lynch index. In a very strong market environment, the fund benefited from favorable security selection among B-rated bonds - which we regularly emphasize as part of our long-term strategy - and BB-rated issues. However, the fund's positioning among debt securities rated BBB or higher hurt, albeit to a much smaller extent, as did a 3% cash stake. On an industry basis, good security selection in building materials was helpful, most notably bond positions in global cement producer CEMEX and an equity stake in Nortek, which manufactures building products. Bond picking in energy also added value, as it did in banks/thrifts, where not owning poor-performing BTA Bank - a Kazakhstan-based financial institution removed from the benchmark during the period - was helpful. Other noteworthy individual contributors were International Lease Finance and CDW, an aircraft leasing company and technology distributor, respectively. In contrast, selection of paper company bonds was subpar, especially a position in NewPage. Other individual detractors included energy company ATP Oil & Gas and securities clearing firm Penson Worldwide.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2012 to August 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2012

Ending
Account Value
August 31, 2012

Expenses Paid
During Period
*
March 1, 2012 to August 31, 2012

Actual

.0016%

$ 1,000.00

$ 1,051.60

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.13

$ .01

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

Semiannual Report


Investment Changes (Unaudited)

Top Five Holdings as of August 31, 2012

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Avaya, Inc.

3.1

3.5

International Lease Finance Corp.

3.0

3.5

CIT Group, Inc.

2.2

2.1

Calpine Corp.

1.8

1.9

Rite Aid Corp.

1.8

1.3

 

11.9

Top Five Market Sectors as of August 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

9.2

9.7

Healthcare

9.0

8.7

Technology

8.0

8.7

Electric Utilities

8.0

7.1

Diversified Financial Services

7.3

8.5

Quality Diversification (% of fund's net assets)

As of August 31, 2012

As of February 29, 2012

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BBB 2.0%

 

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BBB 0.1%

 

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BB 25.1%

 

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BB 23.8%

 

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B 49.4%

 

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B 56.2%

 

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CCC,CC,C 10.4%

 

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CCC,CC,C 11.9%

 

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D 0.3%

 

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D 0.0%

 

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Not Rated 1.1%

 

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Not Rated 0.7%

 

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Equities 2.4%

 

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Equities 2.1%

 

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Short-Term
Investments and
Net Other Assets 9.3%

 

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Short-Term
Investments and
Net Other Assets 5.2%

 

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

Asset Allocation (% of fund's net assets)

As of August 31, 2012 *

As of February 29, 2012 **

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Nonconvertible
Bonds 77.8%

 

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Nonconvertible
Bonds 80.7%

 

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Convertible Bonds, Preferred Stocks 2.6%

 

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Convertible Bonds, Preferred Stocks 2.0%

 

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Common Stocks 0.3%

 

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Common Stocks 0.3%

 

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Floating Rate Loans 9.8%

 

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Floating Rate Loans 11.4%

 

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Preferred Securities 0.2%

 

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Preferred Securities 0.4%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 9.3%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 5.2%

 

* Foreign investments

10.7%

 

** Foreign investments

10.4%

 

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Annual Report


Investments August 31, 2012

Showing Percentage of Net Assets

Corporate Bonds - 78.3%

 

Principal Amount

Value

Convertible Bonds - 0.5%

Capital Goods - 0.1%

General Cable Corp.:

0.875% 11/15/13

$ 340,000

$ 332,350

4.5% 11/15/29 (d)

388,000

393,160

 

725,510

Metals/Mining - 0.4%

Massey Energy Co. 3.25% 8/1/15

1,140,000

1,023,150

Peabody Energy Corp. 4.75% 12/15/66

2,850,000

2,408,250

 

3,431,400

TOTAL CONVERTIBLE BONDS

4,156,910

Nonconvertible Bonds - 77.8%

Aerospace - 0.5%

Alliant Techsystems, Inc. 6.875% 9/15/20

945,000

1,015,875

Esterline Technologies Corp. 7% 8/1/20

620,000

680,450

Huntington Ingalls Industries, Inc.:

6.875% 3/15/18

770,000

823,900

7.125% 3/15/21

1,185,000

1,282,763

 

3,802,988

Air Transportation - 0.0%

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

31,995

0

Automotive - 3.4%

ArvinMeritor, Inc.:

8.125% 9/15/15

140,000

144,550

10.625% 3/15/18

330,000

341,550

Chrysler Group LLC/CG Co-Issuer, Inc.:

8% 6/15/19

845,000

891,475

8.25% 6/15/21

930,000

976,500

Dana Holding Corp.:

6.5% 2/15/19

330,000

351,450

6.75% 2/15/21

360,000

387,000

Delphi Corp.:

5.875% 5/15/19

1,745,000

1,871,513

6.125% 5/15/21

1,165,000

1,281,500

Exide Technologies 8.625% 2/1/18

495,000

405,900

Ford Motor Co.:

6.375% 2/1/29

330,000

356,560

6.625% 2/15/28

230,000

252,465

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Automotive - continued

Ford Motor Co.: - continued

6.625% 10/1/28

$ 85,000

$ 94,947

7.125% 11/15/25

15,000

16,875

7.45% 7/16/31

285,000

351,975

Ford Motor Credit Co. LLC:

5% 5/15/18

2,330,000

2,507,739

5.75% 2/1/21

500,000

542,500

5.875% 8/2/21

3,675,000

4,058,696

8% 12/15/16

1,050,000

1,255,090

8.125% 1/15/20

1,750,000

2,166,773

General Motors Acceptance Corp. 8% 11/1/31

2,150,000

2,552,037

International Automotive Components Group SA 9.125% 6/1/18 (e)

615,000

590,400

Navistar International Corp. 8.25% 11/1/21

744,000

708,660

Stoneridge, Inc. 9.5% 10/15/17 (e)

330,000

346,500

Tenneco, Inc. 7.75% 8/15/18

330,000

358,050

Tomkins LLC/Tomkins, Inc. 9.25% 10/1/18

369,000

412,358

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

1,488,000

1,584,720

 

24,807,783

Banks & Thrifts - 1.3%

Ally Financial, Inc.:

3.6375% 2/11/14 (g)

585,000

587,194

4.5% 2/11/14

585,000

599,625

5.5% 2/15/17

1,180,000

1,221,300

6.25% 12/1/17

610,000

655,750

7.5% 9/15/20

1,720,000

1,969,400

8% 3/15/20

1,735,000

2,029,950

GMAC LLC:

6.75% 12/1/14

1,878,000

2,018,850

8% 11/1/31

320,000

377,600

 

9,459,669

Broadcasting - 0.4%

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

405,000

255,150

Nexstar Broadcasting, Inc.:

7% 1/15/14

52,000

51,480

7% 1/15/14 pay-in-kind

1,588,997

1,573,107

Univision Communications, Inc. 6.875% 5/15/19 (e)

1,175,000

1,210,250

 

3,089,987

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Building Materials - 3.5%

Associated Materials LLC 9.125% 11/1/17

$ 3,190,000

$ 3,086,325

Building Materials Corp. of America 6.75% 5/1/21 (e)

565,000

617,263

CEMEX Espana SA (Luxembourg) 9.875% 4/30/19 (e)

1,350,000

1,350,000

CEMEX SA de CV:

5.4606% 9/30/15 (e)(g)

3,720,000

3,534,000

9% 1/11/18 (e)

2,400,000

2,382,000

General Cable Corp.:

2.8356% 4/1/15 (g)

1,240,000

1,162,500

7.125% 4/1/17

1,805,000

1,868,175

Headwaters, Inc. 7.625% 4/1/19

2,190,000

2,190,000

Interline Brands, Inc. 7.5% 11/15/18

345,000

370,875

Isabelle Acquisition Sub, Inc. 10% 11/15/18 pay-in-kind (e)(g)

195,000

205,725

Masco Corp.:

5.95% 3/15/22

1,450,000

1,565,672

6.125% 10/3/16

210,000

228,794

7.125% 3/15/20

875,000

980,000

Masonite International Corp. 8.25% 4/15/21 (e)

310,000

327,050

Ply Gem Industries, Inc. 8.25% 2/15/18

3,070,000

3,139,075

Summit Materials LLC/Summit Materials Finance Corp. 10.5% 1/31/20 (e)

825,000

858,000

USG Corp.:

7.875% 3/30/20 (e)

750,000

797,813

8.375% 10/15/18 (e)

1,265,000

1,366,200

 

26,029,467

Cable TV - 2.9%

CCO Holdings LLC/CCO Holdings Capital Corp.:

6.5% 4/30/21

2,970,000

3,185,325

6.625% 1/31/22

1,305,000

1,407,769

7% 1/15/19

3,460,000

3,745,450

7.375% 6/1/20

900,000

999,000

7.875% 4/30/18

240,000

260,400

CSC Holdings LLC:

6.75% 11/15/21 (e)

705,000

764,009

8.625% 2/15/19

785,000

918,450

DISH DBS Corp. 6.75% 6/1/21

1,425,000

1,521,188

EchoStar Communications Corp. 7.125% 2/1/16

660,000

721,050

Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (e)

275,000

297,688

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Cable TV - continued

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:

7.5% 3/15/19 (e)

$ 210,000

$ 229,950

8.125% 12/1/17 (e)

420,000

455,700

UPCB Finance III Ltd. 6.625% 7/1/20 (e)

4,415,000

4,602,638

UPCB Finance V Ltd. 7.25% 11/15/21 (e)

880,000

944,856

UPCB Finance VI Ltd. 6.875% 1/15/22 (e)

450,000

474,750

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (e)

615,000

634,988

 

21,163,211

Capital Goods - 0.7%

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

1,145,000

1,236,600

Briggs & Stratton Corp. 6.875% 12/15/20

325,000

351,000

CNH Capital LLC 6.25% 11/1/16 (e)

705,000

754,350

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

2,075,000

2,204,688

SPL Logistics Escrow LLC/SPL Logistics Finance Corp. 8.875% 8/1/20 (e)

905,000

934,413

 

5,481,051

Chemicals - 1.6%

Celanese US Holdings LLC:

5.875% 6/15/21

430,000

474,075

6.625% 10/15/18

660,000

727,650

Chemtura Corp. 7.875% 9/1/18

1,310,000

1,411,525

Hexion US Finance Corp. 6.625% 4/15/20

225,000

227,813

INEOS Finance PLC:

7.5% 5/1/20 (e)

1,005,000

1,022,588

8.375% 2/15/19 (e)

455,000

478,888

INEOS Group Holdings PLC 8.5% 2/15/16 (e)

1,675,000

1,578,688

Kinove German Bondco GmbH 9.625% 6/15/18 (e)

352,000

371,360

Kraton Polymers LLC/Kraton Polymers Capital Corp. 6.75% 3/1/19

410,000

420,250

LyondellBasell Industries NV:

5% 4/15/19

2,275,000

2,411,500

5.75% 4/15/24

905,000

1,027,175

6% 11/15/21

520,000

591,500

NOVA Chemicals Corp. 8.625% 11/1/19

335,000

381,900

Olin Corp. 5.5% 8/15/22

315,000

316,985

Taminco Global Chemical Corp. 9.75% 3/31/20 (e)

195,000

205,725

 

11,647,622

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Consumer Products - 0.2%

Elizabeth Arden, Inc. 7.375% 3/15/21

$ 220,000

$ 245,300

Libbey Glass, Inc. 6.875% 5/15/20 (e)

780,000

834,600

Prestige Brands, Inc. 8.125% 2/1/20

120,000

132,300

 

1,212,200

Containers - 3.1%

Ardagh Packaging Finance PLC:

7.375% 10/15/17 (e)

550,000

589,875

9.125% 10/15/20 (e)

465,000

485,925

Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.:

7.375% 10/15/17 (e)

200,000

214,500

9.125% 10/15/20 (e)

1,425,000

1,478,438

9.125% 10/15/20 (e)

370,000

386,650

Berry Plastics Corp. 5.2051% 2/15/15 (g)

3,800,000

3,800,000

Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (e)

330,000

343,200

Graphic Packaging International, Inc. 7.875% 10/1/18

425,000

471,750

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

6.875% 2/15/21

2,115,000

2,289,488

7.125% 4/15/19

535,000

576,463

7.875% 8/15/19

1,940,000

2,158,250

8.25% 2/15/21

3,225,000

3,168,563

9% 4/15/19

1,050,000

1,067,063

9.875% 8/15/19

1,585,000

1,676,138

Sealed Air Corp.:

8.125% 9/15/19 (e)

1,405,000

1,559,550

8.375% 9/15/21 (e)

1,560,000

1,743,300

Tekni-Plex, Inc. 9.75% 6/1/19 (e)

1,120,000

1,164,800

 

23,173,953

Diversified Financial Services - 6.8%

Aircastle Ltd. 9.75% 8/1/18

900,000

1,031,625

CIT Group, Inc.:

4.25% 8/15/17

675,000

680,063

5% 5/15/17

2,370,000

2,458,875

5% 8/15/22

675,000

676,688

5.25% 3/15/18

1,815,000

1,892,138

5.375% 5/15/20

1,600,000

1,652,000

5.5% 2/15/19 (e)

915,000

953,888

7% 5/2/16 (e)

5,601,563

5,601,563

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Financial Services - continued

CIT Group, Inc.: - continued

7% 5/2/17 (e)

$ 1,256,924

$ 1,256,924

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

5,095,000

5,426,175

International Lease Finance Corp.:

5.625% 9/20/13

910,000

940,713

5.75% 5/15/16

835,000

866,313

5.875% 5/1/13

705,000

719,981

6.25% 5/15/19

1,620,000

1,692,900

6.625% 11/15/13

1,450,000

1,515,250

7.125% 9/1/18 (e)

2,680,000

3,061,900

8.625% 9/15/15

4,430,000

4,961,600

8.625% 1/15/22

1,080,000

1,271,700

8.75% 3/15/17

3,975,000

4,581,188

8.875% 9/1/17

2,640,000

3,062,400

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

1,840,000

368,000

SLM Corp.:

6% 1/25/17

700,000

742,000

6.25% 1/25/16

735,000

784,613

7.25% 1/25/22

615,000

659,588

8% 3/25/20

2,405,000

2,705,625

8.45% 6/15/18

965,000

1,114,575

 

50,678,285

Diversified Media - 0.4%

Clear Channel Worldwide Holdings, Inc.:

7.625% 3/15/20

115,000

109,825

7.625% 3/15/20

935,000

906,950

Entravision Communication Corp. 8.75% 8/1/17

583,000

622,353

Lamar Media Corp. 5.875% 2/1/22

290,000

307,400

Nielsen Finance LLC/Nielsen Finance Co. 7.75% 10/15/18

1,125,000

1,257,188

 

3,203,716

Electric Utilities - 7.4%

Atlantic Power Corp. 9% 11/15/18

1,960,000

2,048,200

Calpine Corp.:

7.5% 2/15/21 (e)

7,415,000

8,230,605

7.875% 7/31/20 (e)

4,870,000

5,442,225

7.875% 1/15/23 (e)

140,000

156,100

CMS Energy Corp. 8.75% 6/15/19

340,000

426,700

Dolphin Subsidiary II, Inc. 7.25% 10/15/21 (e)

1,165,000

1,328,100

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Electric Utilities - continued

Energy Future Holdings Corp. 10% 1/15/20

$ 365,000

$ 404,238

Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:

6.875% 8/15/17 (e)

300,000

306,375

10% 12/1/20

1,625,000

1,830,156

11% 10/1/21

172,000

169,420

11.75% 3/1/22 (e)

3,455,000

3,679,575

Everest Acquisition LLC / Everest Acquisition Finance, Inc.:

6.875% 5/1/19 (e)

865,000

929,875

9.375% 5/1/20 (e)

1,795,000

1,947,575

GenOn Energy, Inc.:

9.5% 10/15/18

2,155,000

2,375,888

9.875% 10/15/20

3,205,000

3,513,481

InterGen NV 9% 6/30/17 (e)

6,190,000

6,035,250

Mirant Americas Generation LLC:

8.5% 10/1/21

2,825,000

2,980,375

9.125% 5/1/31

1,684,000

1,742,940

NRG Energy, Inc.:

7.625% 5/15/19

415,000

432,638

7.875% 5/15/21

465,000

494,063

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

946,000

964,920

Puget Energy, Inc.:

5.625% 7/15/22 (e)

585,000

613,490

6% 9/1/21

960,000

1,056,547

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

1,970,000

2,080,813

The AES Corp.:

7.375% 7/1/21

1,245,000

1,425,525

8% 10/15/17

2,940,000

3,425,100

9.75% 4/15/16

660,000

788,700

TXU Corp. 6.5% 11/15/24

350,000

199,500

 

55,028,374

Energy - 8.8%

AmeriGas Finance LLC/AmeriGas Finance Corp.:

6.75% 5/20/20

460,000

488,750

7% 5/20/22

985,000

1,051,488

AmeriGas Partners LP/AmeriGas Finance Corp.:

6.25% 8/20/19

695,000

722,800

6.5% 5/20/21

289,000

302,728

Antero Resources Finance Corp. 7.25% 8/1/19

1,390,000

1,483,825

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

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

$ 2,030,000

$ 527,800

Atwood Oceanics, Inc. 6.5% 2/1/20

175,000

186,813

Calumet Specialty Products Partners LP/Calumet Finance Corp. 9.375% 5/1/19

435,000

456,750

Chesapeake Energy Corp.:

6.125% 2/15/21

3,040,000

3,017,200

6.625% 8/15/20

900,000

921,420

6.875% 11/15/20

1,340,000

1,390,250

7.25% 12/15/18

535,000

557,738

9.5% 2/15/15

2,290,000

2,513,275

Chesapeake Midstream Partners LP/CHKM Finance Corp. 6.125% 7/15/22

925,000

962,000

Chesapeake Oilfield Operating LLC 6.625% 11/15/19 (e)

695,000

667,200

Continental Resources, Inc.:

5% 9/15/22 (e)

1,800,000

1,876,500

7.125% 4/1/21

380,000

426,550

7.375% 10/1/20

550,000

613,250

Crestwood Midstream Partners LP / Finance Corp. 7.75% 4/1/19

1,300,000

1,319,500

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

743,000

843,305

Edgen Murray Corp. 12.25% 1/15/15

2,550,000

2,709,375

Energy Transfer Equity LP 7.5% 10/15/20

3,685,000

4,237,750

EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22 (e)

535,000

535,000

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

2,896,000

2,896,000

Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21

1,010,000

984,750

Forest Oil Corp. 7.25% 6/15/19

2,675,000

2,621,500

Frontier Oil Corp. 6.875% 11/15/18

530,000

563,125

Gulfmark Offshore, Inc. 6.375% 3/15/22 (e)

205,000

209,613

Hornbeck Offshore Services, Inc. 5.875% 4/1/20

725,000

735,875

LINN Energy LLC/LINN Energy Finance Corp.:

6.25% 11/1/19 (e)

2,750,000

2,715,625

6.5% 5/15/19 (e)

1,325,000

1,321,688

7.75% 2/1/21

650,000

676,000

8.625% 4/15/20

1,490,000

1,609,200

Markwest Energy Partners LP/Markwest Energy Finance Corp.:

5.5% 2/15/23

370,000

378,325

6.25% 6/15/22

1,565,000

1,662,813

MRC Global, Inc. 9.5% 12/15/16

3,020,000

3,291,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Offshore Group Investment Ltd. 11.5% 8/1/15

$ 450,000

$ 498,375

Oil States International, Inc. 6.5% 6/1/19

885,000

940,313

PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (e)

1,710,000

1,795,500

Pioneer Drilling Co. 9.875% 3/15/18

535,000

561,750

Plains Exploration & Production Co.:

6.75% 2/1/22

930,000

997,425

7.625% 4/1/20

960,000

1,057,152

Precision Drilling Corp. 6.5% 12/15/21

155,000

162,750

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

890,000

952,300

Samson Investment Co. 9.75% 2/15/20 (e)

970,000

999,100

SandRidge Energy, Inc. 7.5% 3/15/21 (e)

450,000

453,375

SESI LLC 6.375% 5/1/19

1,165,000

1,236,298

Star Gas Partners LP/Star Gas Finance Co. 8.875% 12/1/17

465,000

467,325

Suburban Propane Partners LP/Suburban Energy Finance Corp.:

7.375% 8/1/21 (e)

2,297,000

2,423,335

7.5% 10/1/18 (e)

1,089,000

1,173,398

Targa Resources Partners LP/Targa Resources Partners Finance Corp.:

6.375% 8/1/22 (e)

415,000

432,638

6.875% 2/1/21

440,000

473,000

7.875% 10/15/18

1,235,000

1,346,150

WPX Energy, Inc.:

5.25% 1/15/17

725,000

763,063

6% 1/15/22

885,000

935,888

 

65,146,716

Environmental - 0.3%

Clean Harbors, Inc. 5.25% 8/1/20 (e)

540,000

554,175

Covanta Holding Corp.:

6.375% 10/1/22

720,000

784,800

7.25% 12/1/20

825,000

920,780

 

2,259,755

Food & Drug Retail - 1.8%

Bi-Lo LLC/Bi-Lo Finance Corp. 9.25% 2/15/19 (e)

1,690,000

1,812,525

Rite Aid Corp.:

7.5% 3/1/17

1,145,000

1,176,488

9.25% 3/15/20

3,280,000

3,370,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Food & Drug Retail - continued

Rite Aid Corp.: - continued

9.5% 6/15/17

$ 4,520,000

$ 4,655,600

10.375% 7/15/16

2,140,000

2,257,700

Tops Markets LLC 10.125% 10/15/15

375,000

398,438

 

13,670,951

Food/Beverage/Tobacco - 1.5%

Bumble Bee Acquisition Corp. 9% 12/15/17 (e)

2,826,000

2,868,390

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

2,781,000

2,892,240

Constellation Brands, Inc. 4.625% 3/1/23

410,000

416,683

Dean Foods Co. 7% 6/1/16

827,413

878,092

JBS Finance II Ltd. 8.25% 1/29/18 (e)

580,000

580,000

JBS USA LLC/JBS USA Finance, Inc.:

7.25% 6/1/21 (e)

45,000

40,950

8.25% 2/1/20 (e)

2,380,000

2,278,850

Smithfield Foods, Inc. 6.625% 8/15/22

750,000

768,750

 

10,723,955

Gaming - 2.3%

Ameristar Casinos, Inc. 7.5% 4/15/21

1,245,000

1,332,150

Boyd Acquisition Sub LLC/Boyd Acquisition Finance Corp. 8.375% 2/15/18 (e)

195,000

199,388

Caesars Operating Escrow LLC/Caesars Escrow Corp.:

8.5% 2/15/20 (e)

2,770,000

2,721,525

9% 2/15/20 (e)

1,575,000

1,569,094

Chester Downs & Marina LLC 9.25% 2/1/20 (e)

240,000

243,600

Graton Economic Development Authority 9.625% 9/1/19 (e)

450,000

464,625

MGM Mirage, Inc.:

7.5% 6/1/16

470,000

491,150

7.625% 1/15/17

1,725,000

1,781,063

7.75% 3/15/22

1,200,000

1,200,000

8.625% 2/1/19 (e)

2,610,000

2,766,600

Pinnacle Entertainment, Inc. 7.75% 4/1/22

250,000

269,375

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

5.375% 3/15/22 (e)

2,965,000

3,024,300

7.75% 8/15/20

805,000

896,569

 

16,959,439

Healthcare - 8.3%

Alere, Inc. 9% 5/15/16

1,140,000

1,179,900

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

705,000

714,253

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Community Health Systems, Inc.:

5.125% 8/15/18

$ 775,000

$ 799,219

7.125% 7/15/20

780,000

815,100

8% 11/15/19

6,090,000

6,569,588

Emergency Medical Services Corp. 8.125% 6/1/19

1,690,000

1,804,075

Endo Pharmaceuticals Holdings, Inc. 7% 12/15/20

920,000

995,900

Fresenius Medical Care US Finance II, Inc. 6.5% 9/15/18 (e)

335,000

371,013

Grifols, Inc. 8.25% 2/1/18

375,000

409,688

HCA, Inc.:

6.5% 2/15/20

2,455,000

2,688,225

7.25% 9/15/20

1,025,000

1,132,625

7.875% 2/15/20

2,290,000

2,547,625

8% 10/1/18

2,000,000

2,280,000

8.5% 4/15/19

1,420,000

1,593,950

Hologic, Inc. 6.25% 8/1/20 (e)

895,000

947,581

IASIS Healthcare LLC/IASIS Capital Corp. 8.375% 5/15/19

1,800,000

1,710,000

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

2,415,000

2,517,638

Jaguar Holding Co. II/Jaguar Merger Sub, Inc. 9.5% 12/1/19 (e)

260,000

289,900

Kindred Healthcare, Inc. 8.25% 6/1/19

300,000

289,500

Legend Acquisition Sub, Inc. 10.75% 8/15/20 (e)

450,000

444,375

Mylan, Inc. 6% 11/15/18 (e)

1,290,000

1,373,850

Omega Healthcare Investors, Inc.:

5.875% 3/15/24 (e)

2,155,000

2,305,850

6.75% 10/15/22

2,335,000

2,574,338

7.5% 2/15/20

1,430,000

1,594,450

Radiation Therapy Services, Inc. 8.875% 1/15/17

940,000

897,700

Rotech Healthcare, Inc. 10.75% 10/15/15

500,000

485,000

Sabra Health Care LP/Sabra Capital Corp.:

8.125% 11/1/18

975,000

1,060,313

8.125% 11/1/18 (e)

450,000

489,375

Stewart Enterprises, Inc. 6.5% 4/15/19

485,000

515,943

Tenet Healthcare Corp.:

6.25% 11/1/18

935,000

1,015,691

8.875% 7/1/19

1,335,000

1,513,623

Valeant Pharmaceuticals International:

6.5% 7/15/16 (e)

1,020,000

1,076,100

6.75% 8/15/21 (e)

1,035,000

1,050,525

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Valeant Pharmaceuticals International: - continued

6.875% 12/1/18 (e)

$ 3,535,000

$ 3,720,588

7% 10/1/20 (e)

715,000

740,025

7.25% 7/15/22 (e)

1,100,000

1,135,750

Vanguard Health Holding Co. II LLC / Vanguard Holding Co. II, Inc.:

7.75% 2/1/19

1,280,000

1,328,000

7.75% 2/1/19 (e)

1,135,000

1,177,563

8% 2/1/18

1,520,000

1,592,200

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

4,816,531

4,964,037

WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (e)

560,000

558,600

 

61,269,676

Homebuilders/Real Estate - 1.4%

CB Richard Ellis Services, Inc.:

6.625% 10/15/20

710,000

773,900

11.625% 6/15/17

1,620,000

1,824,606

KB Home:

7.25% 6/15/18

600,000

606,000

8% 3/15/20

1,225,000

1,321,469

Realogy Corp.:

7.625% 1/15/20 (e)

625,000

675,750

7.875% 2/15/19 (e)

295,000

303,850

11.5% 4/15/17

1,030,000

1,096,950

Standard Pacific Corp.:

8.375% 5/15/18

1,385,000

1,537,350

8.375% 1/15/21

1,935,000

2,152,688

 

10,292,563

Hotels - 0.7%

Choice Hotels International, Inc. 5.75% 7/1/22

230,000

246,100

FelCor Lodging LP 6.75% 6/1/19

2,595,000

2,783,138

Host Hotels & Resorts LP:

5.875% 6/15/19

1,400,000

1,536,500

6% 10/1/21

610,000

683,200

 

5,248,938

Leisure - 0.7%

Dave & Buster's Parent, Inc. 0% 2/15/16 (e)

1,600,000

1,160,000

GWR Operating Partnership LLP/Great Wolf Finance Corp. 10.875% 4/1/17

850,000

956,250

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

765,000

877,838

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Leisure - continued

Royal Caribbean Cruises Ltd.:

11.875% 7/15/15

$ 1,590,000

$ 1,967,625

yankee 7.25% 6/15/16

205,000

226,525

 

5,188,238

Metals/Mining - 2.1%

Aleris International, Inc. 7.625% 2/15/18

485,000

510,463

Alpha Natural Resources, Inc.:

6% 6/1/19

1,965,000

1,763,588

6.25% 6/1/21

1,305,000

1,171,238

American Rock Salt Co. LLC/American Rock Capital Corp. 8.25% 5/1/18 (e)

230,000

205,850

Calcipar SA 6.875% 5/1/18 (e)

235,000

230,888

CONSOL Energy, Inc.:

8% 4/1/17

3,445,000

3,703,375

8.25% 4/1/20

1,675,000

1,800,625

FMG Resources (August 2006) Pty Ltd.:

7% 11/1/15 (e)

1,970,000

1,935,525

8.25% 11/1/19 (e)

1,485,000

1,470,150

Peabody Energy Corp.:

6% 11/15/18 (e)

940,000

958,800

7.375% 11/1/16

360,000

402,300

Penn Virginia Resource Partners LP/Penn Virginia Finance Corp. 8.375% 6/1/20 (e)

590,000

600,325

SunCoke Energy, Inc. 7.625% 8/1/19

440,000

444,400

 

15,197,527

Paper - 1.0%

AbitibiBowater, Inc. 10.25% 10/15/18

69,000

79,005

Mercer International, Inc. 9.5% 12/1/17

970,000

1,025,775

NewPage Corp. 11.375% 12/31/14 (c)

5,306,000

3,594,815

Sappi Papier Holding GmbH 6.625% 4/15/21 (e)

415,000

383,875

Xerium Technologies, Inc. 8.875% 6/15/18

2,510,000

2,171,150

 

7,254,620

Publishing/Printing - 0.1%

Cengage Learning Acquisitions, Inc. 11.5% 4/15/20 (e)

125,000

130,938

Cenveo Corp. 7.875% 12/1/13

345,000

343,275

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

200,000

146,000

 

620,213

Restaurants - 0.5%

DineEquity, Inc. 9.5% 10/30/18

2,030,000

2,263,450

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Restaurants - continued

Landry's Acquisition Co. 9.375% 5/1/20 (e)

$ 490,000

$ 514,500

Roadhouse Financing, Inc. 10.75% 10/15/17

735,000

711,113

Wok Acquisition Corp. 10.25% 6/30/20 (e)

410,000

429,475

 

3,918,538

Services - 0.9%

ARAMARK Corp. 3.9446% 2/1/15 (g)

1,955,000

1,950,113

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

2.9345% 5/15/14 (g)

950,000

938,125

7.75% 5/15/16

1,065,000

1,092,903

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

1,829,930

1,877,966

The Geo Group, Inc.:

6.625% 2/15/21

235,000

249,100

7.75% 10/15/17

240,000

259,200

UR Financing Escrow Corp. 5.75% 7/15/18 (e)

455,000

478,888

 

6,846,295

Shipping - 1.7%

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17

3,675,000

3,417,750

Navios Maritime Holdings, Inc.:

8.125% 2/15/19

3,165,000

2,753,550

8.875% 11/1/17

1,870,000

1,898,050

Navios Maritime Holdings, Inc./Navios Maritime Finance US, Inc. 8.875% 11/1/17 (e)

455,000

453,863

Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19

225,000

209,250

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

2,310,000

2,304,225

Teekay Corp. 8.5% 1/15/20

710,000

736,625

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

690,000

558,900

 

12,332,213

Steel - 0.5%

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

1,520,000

1,474,400

JMC Steel Group, Inc. 8.25% 3/15/18 (e)

2,090,000

2,137,025

 

3,611,425

Super Retail - 1.9%

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

3,436,000

3,564,850

Claire's Stores, Inc.:

8.875% 3/15/19

195,000

168,188

9% 3/15/19 (e)

3,890,000

4,045,600

J. Crew Group, Inc. 8.125% 3/1/19

1,505,000

1,574,606

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Super Retail - continued

Limited Brands, Inc.:

6.625% 4/1/21

$ 1,675,000

$ 1,867,625

7% 5/1/20

605,000

683,650

Office Depot, Inc. 9.75% 3/15/19 (e)

670,000

613,050

Sally Holdings LLC 6.875% 11/15/19

540,000

602,100

The Bon-Ton Department Stores, Inc. 10.625% 7/15/17 (e)

1,270,000

1,041,400

 

14,161,069

Technology - 5.1%

Avaya, Inc.:

7% 4/1/19 (e)

7,925,000

7,231,563

9.75% 11/1/15

5,385,000

4,658,025

10.125% 11/1/15 pay-in-kind (g)

6,388,138

5,541,710

CDW LLC/CDW Finance Corp.:

8% 12/15/18

555,000

616,050

8.5% 4/1/19

2,040,000

2,228,700

Ceridian Corp.:

8.875% 7/15/19 (e)

655,000

702,488

11.25% 11/15/15

180,000

175,950

CommScope, Inc. 8.25% 1/15/19 (e)

855,000

916,988

First Data Corp.:

7.375% 6/15/19 (e)

470,000

486,450

8.25% 1/15/21 (e)

1,212,000

1,201,395

8.75% 1/15/22 pay-in-kind (e)(g)

975,000

972,563

10.55% 9/24/15 pay-in-kind (g)

327,398

335,583

12.625% 1/15/21

1,305,000

1,321,313

Freescale Semiconductor, Inc.:

8.05% 2/1/20

500,000

490,000

9.25% 4/15/18 (e)

1,545,000

1,668,600

10.125% 3/15/18 (e)

1,680,000

1,839,600

Jabil Circuit, Inc. 5.625% 12/15/20

390,000

420,693

Lawson Software, Inc. 9.375% 4/1/19 (e)

415,000

450,275

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

375,000

241,875

Nuance Communications, Inc. 5.375% 8/15/20 (e)

390,000

399,263

Sanmina-SCI Corp. 7% 5/15/19 (e)

1,535,000

1,531,163

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

210,000

215,250

Spansion LLC 7.875% 11/15/17

965,000

940,875

Viasystems, Inc. 7.875% 5/1/19 (e)

895,000

879,338

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

WideOpenWest Finance LLC/WideOpenWest Capital Corp.:

10.25% 7/15/19 (e)

$ 1,960,000

$ 2,038,400

13.375% 10/15/19 (e)

385,000

383,075

 

37,887,185

Telecommunications - 5.5%

Broadview Networks Holdings, Inc. 11.375% 9/1/49 (c)

2,400,000

1,620,000

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

770,000

762,300

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

930,000

916,050

Cricket Communications, Inc. 7.75% 10/15/20

3,395,000

3,293,150

Digicel Group Ltd. 9.125% 1/15/15 pay-in-kind (e)(g)

281,000

286,620

Dycom Investments, Inc. 7.125% 1/15/21

535,000

583,150

Frontier Communications Corp.:

8.25% 4/15/17

935,000

1,044,863

8.5% 4/15/20

2,240,000

2,508,800

Intelsat Jackson Holdings SA:

7.25% 4/1/19

1,710,000

1,842,525

7.5% 4/1/21

2,310,000

2,500,575

Intelsat Luxembourg SA:

11.25% 2/4/17

380,000

399,475

11.5% 2/4/17 pay-in-kind (g)

4,591,391

4,820,961

Level 3 Communications, Inc. 8.875% 6/1/19 (e)

485,000

494,700

Level 3 Financing, Inc. 7% 6/1/20 (e)

675,000

669,938

MetroPCS Wireless, Inc. 6.625% 11/15/20

1,705,000

1,768,938

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

2,926,000

2,940,630

NII Capital Corp. 7.625% 4/1/21

520,000

401,700

Sprint Capital Corp. 6.9% 5/1/19

7,580,000

7,760,025

Sprint Nextel Corp. 9% 11/15/18 (e)

465,000

548,700

Telesat Canada/Telesat LLC 6% 5/15/17 (e)

1,120,000

1,164,800

Wind Acquisition Finance SA:

7.25% 2/15/18 (e)

1,270,000

1,168,400

11.75% 7/15/17 (e)

1,770,000

1,619,550

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

2,016,730

1,380,144

Windstream Corp. 7% 3/15/19

570,000

577,125

 

41,073,119

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Textiles & Apparel - 0.5%

Hanesbrands, Inc. 6.375% 12/15/20

$ 3,240,000

$ 3,515,400

TOTAL NONCONVERTIBLE BONDS

575,956,141

TOTAL CORPORATE BONDS

(Cost $549,459,686)


580,113,051

Commercial Mortgage Securities - 0.0%

 

Berkeley Federal Bank & Trust FSB Series 1994-1
Class B, 0% 8/1/24 (e)(g)
(Cost $97,379)

138,879


75,050

Common Stocks - 0.3%

Shares

 

Banks & Thrifts - 0.1%

CIT Group, Inc. (a)

16,491

622,700

Building Materials - 0.2%

Nortek, Inc. (a)

34,442

1,772,730

Publishing/Printing - 0.0%

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

6,468

0

Services - 0.0%

Penhall Acquisition Co.:

Class A (a)

763

61,040

Class B (a)

254

20,320

 

81,360

TOTAL COMMON STOCKS

(Cost $3,754,213)


2,476,790

Preferred Stocks - 2.1%

 

 

 

 

Convertible Preferred Stocks - 1.3%

Banks & Thrifts - 1.0%

Bank of America Corp. Series L, 7.25%

3,566

3,769,262

Huntington Bancshares, Inc. 8.50%

3,170

3,848,380

 

7,617,642

Electric Utilities - 0.1%

PPL Corp. 8.75%

6,900

379,017

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

Energy - 0.2%

Chesapeake Energy Corp. Series A, 5.75% (e)

1,300

$ 1,189,500

TOTAL CONVERTIBLE PREFERRED STOCKS

9,186,159

Nonconvertible Preferred Stocks - 0.8%

Banks & Thrifts - 0.3%

Ally Financial, Inc. 7.00% (e)

2,830

2,554,075

Diversified Financial Services - 0.5%

Citigroup Capital XIII 7.875%

28,064

774,005

GMAC Capital Trust I Series 2, 8.125%

103,471

2,568,150

 

3,342,155

TOTAL NONCONVERTIBLE PREFERRED STOCKS

5,896,230

TOTAL PREFERRED STOCKS

(Cost $13,110,376)


15,082,389

Floating Rate Loans - 9.8%

 

Principal Amount

 

Aerospace - 0.1%

Sequa Corp. term loan 3.7181% 12/3/14 (g)

$ 1,065,091

1,057,102

Air Transportation - 0.7%

US Airways Group, Inc. term loan 2.7355% 3/23/14 (g)

5,412,774

5,263,922

Automotive - 0.3%

Delphi Corp. Tranche B, term loan 3.5% 3/31/17 (g)

199,353

199,602

Federal-Mogul Corp.:

Tranche B, term loan 2.1775% 12/27/14 (g)

1,612,662

1,542,108

Tranche C, term loan 2.1775% 12/27/15 (g)

822,787

786,790

 

2,528,500

Broadcasting - 0.5%

Univision Communications, Inc. term loan 4.4815% 3/31/17 (g)

2,883,625

2,789,907

VNU, Inc. Tranche C, term loan 3.4913% 5/1/16 (g)

637,101

637,101

 

3,427,008

Floating Rate Loans - continued

 

Principal Amount

Value

Cable TV - 0.5%

Cequel Communications LLC Tranche B, term loan 4% 2/14/19 (g)

$ 3,206,963

$ 3,186,919

RCN Telecom Services, LLC Tranche B, term loan 5.25% 8/21/16 (g)

305,000

305,381

 

3,492,300

Capital Goods - 0.1%

SRAM LLC.:

2nd LN, term loan 8.5% 12/7/18 (g)

245,000

248,675

Tranche B 1LN, term loan 4.7759% 6/7/18 (g)

691,085

691,949

 

940,624

Electric Utilities - 0.5%

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc. Tranche B, term loan 4.7685% 10/10/17 (g)

5,658,139

3,783,881

Energy - 0.2%

CCS, Inc. Tranche B, term loan 3.2315% 11/14/14 (g)

687,042

668,148

Chesapeake Energy Corp. term loan 8.5% 12/2/17 (g)

750,000

750,938

 

1,419,086

Food & Drug Retail - 0.2%

Rite Aid Corp. Tranche ABL, term loan 1.9935% 6/4/14 (g)

1,118,343

1,093,180

Gaming - 0.1%

Ameristar Casinos, Inc. Tranche B, term loan 4% 4/14/18 (g)

696,110

698,720

Healthcare - 0.7%

Community Health Systems, Inc.:

term loan 3.9237% 1/25/17 (g)

381,766

381,766

Tranche B, term loan 2.623% 7/25/14 (g)

50,646

50,646

Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (g)

848,874

849,935

HCA, Inc.:

Tranche B2, term loan 3.7106% 3/31/17 (g)

504,058

497,758

Tranche B3, term loan 3.4815% 5/1/18 (g)

1,493,935

1,473,468

IASIS Healthcare LLC Tranche B, term loan 5% 5/3/18 (g)

760,077

748,676

VWR Funding, Inc. term loan 2.7315% 6/29/14 (g)

1,378,103

1,374,658

 

5,376,907

Publishing/Printing - 0.4%

Thomson Learning Tranche B, term loan 2.49% 7/5/14 (g)

2,875,299

2,652,463

Floating Rate Loans - continued

 

Principal Amount

Value

Restaurants - 0.5%

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5079% 6/14/13 (g)

$ 322,095

$ 319,680

term loan 2.5625% 6/14/14 (g)

3,246,240

3,221,893

 

3,541,573

Services - 0.2%

ServiceMaster Co.:

term loan 2.7981% 7/24/14 (g)

1,005,485

999,200

Tranche DD, term loan 2.75% 7/24/14 (g)

100,128

99,502

 

1,098,702

Super Retail - 0.6%

Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (g)

4,505,000

4,499,369

Technology - 2.9%

Avaya, Inc.:

term loan 3.1769% 10/27/14 (g)

2,102,657

2,013,294

Tranche B 3LN, term loan 4.9269% 10/26/17 (g)

4,223,620

3,780,140

CDW Corp. Tranche B, term loan 4% 7/15/17 (g)

3,930,234

3,881,106

First Data Corp. term loan 4.2365% 3/24/18 (g)

8,179,895

7,730,001

Freescale Semiconductor, Inc. term loan 4.4957% 12/1/16 (g)

2,198,298

2,110,366

Lawson Software, Inc. Tranche B, term loan 6.25% 4/5/18 (g)

1,576,050

1,595,751

SunGard Data Systems, Inc. Tranche C, term loan 3.9943% 2/28/17 (g)

431,240

431,240

 

21,541,898

Telecommunications - 1.3%

Crown Castle Operating Co. Tranche B, term loan 4% 1/31/19 (g)

781,075

782,090

FairPoint Communications, Inc. term loan 6.5% 1/24/16 (g)

6,812,889

6,335,986

Intelsat Jackson Holdings SA:

term loan 3.2385% 2/1/14 (g)

1,250,000

1,231,250

Tranche B, term loan 5.25% 4/2/18 (g)

1,528,482

1,536,124

 

9,885,450

TOTAL FLOATING RATE LOANS

(Cost $70,602,918)


72,300,685

Preferred Securities - 0.2%

Principal Amount

Value

Banks & Thrifts - 0.2%

Bank of America Corp.:

8% (f)(g)

$ 365,000

$ 393,168

8.125% (f)(g)

1,170,000

1,284,737

TOTAL PREFERRED SECURITIES

(Cost $1,508,233)


1,677,905

Money Market Funds - 7.6%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)
(Cost $56,404,694)

56,404,694


56,404,694

TOTAL INVESTMENT PORTFOLIO - 98.3%

(Cost $694,937,499)

728,130,564

NET OTHER ASSETS (LIABILITIES) - 1.7%

12,463,805

NET ASSETS - 100%

$ 740,594,369

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Non-income producing - Security is in default.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $189,829,750 or 25.6% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

RDA Holding Co. warrants 2/19/14

2/27/07 - 3/7/07

$ 2,004,800

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 40,329

Other Information

The following is a summary of the inputs used, as of August 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ -

$ -

$ -

$ -

Energy

1,189,500

-

1,189,500

-

Financials

14,136,572

11,582,497

2,554,075

-

Industrials

1,854,090

1,772,730

-

81,360

Utilities

379,017

-

379,017

-

Corporate Bonds

580,113,051

-

580,113,051

-

Commercial Mortgage Securities

75,050

-

-

75,050

Floating Rate Loans

72,300,685

-

72,300,685

-

Preferred Securities

1,677,905

-

1,677,905

-

Money Market Funds

56,404,694

56,404,694

-

-

Total Investments in Securities:

$ 728,130,564

$ 69,759,921

$ 658,214,233

$ 156,410

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

89.3%

Luxembourg

2.4%

Netherlands

1.3%

Marshall Islands

1.3%

Cayman Islands

1.0%

Others (Individually Less Than 1%)

4.7%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $638,532,805)

$ 671,725,870

 

Fidelity Central Funds (cost $56,404,694)

56,404,694

 

Total Investments (cost $694,937,499)

 

$ 728,130,564

Cash

 

42,329

Receivable for investments sold

1,085,300

Interest receivable

11,636,886

Distributions receivable from Fidelity Central Funds

6,443

Total assets

740,901,522

 

 

 

Liabilities

Payable for investments purchased

$ 303,475

Distributions payable

78

Other payables and accrued expenses

3,600

Total liabilities

307,153

 

 

 

Net Assets

$ 740,594,369

Net Assets consist of:

 

Paid in capital

$ 707,401,304

Net unrealized appreciation (depreciation) on investments

33,193,065

Net Assets, for 6,501,075 shares outstanding

$ 740,594,369

Net Asset Value, offering price and redemption price per share ($740,594,369 ÷ 6,501,075 shares)

$ 113.92

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended August 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 1,186,763

Interest

 

53,047,949

Income from Fidelity Central Funds

 

40,329

Total income

 

54,275,041

 

 

 

Expenses

Custodian fees and expenses

$ 11,027

Independent directors' compensation

4,483

Total expenses before reductions

15,510

Expense reductions

(4,667)

10,843

Net investment income (loss)

54,264,198

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,160,717

Change in net unrealized appreciation (depreciation) on investment securities

34,359,292

Net gain (loss)

43,520,009

Net increase (decrease) in net assets resulting from operations

$ 97,784,207

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
August 31,
2012

Year ended
August 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 54,264,198

$ 49,184,660

Net realized gain (loss)

9,160,717

21,653,408

Change in net unrealized appreciation (depreciation)

34,359,292

(33,048,931)

Net increase (decrease) in net assets resulting
from operations

97,784,207

37,789,137

Distributions to partners from net investment income

(48,164,874)

(41,924,291)

Affiliated share transactions
Proceeds from sales of shares

-

104,443,965

Reinvestment of distributions

48,163,887

41,923,298

Cost of shares redeemed

-

(31,017,155)

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

48,163,887

115,350,108

Total increase (decrease) in net assets

97,783,220

111,214,954

 

 

 

Net Assets

Beginning of period

642,811,149

531,596,195

End of period

$ 740,594,369

$ 642,811,149

Other Affiliated Information

Shares

Sold

-

927,403

Issued in reinvestment of distributions

439,904

378,642

Redeemed

-

(288,588)

Net increase (decrease)

439,904

1,017,457

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

Annual Report

Financial Highlights

Years ended August 31,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 106.05

$ 105.40

$ 94.45

$ 98.62

$ 100.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  8.659

  9.048

  9.362

  8.623

  3.708

Net realized and unrealized gain (loss)

  6.901

  (.660)

  9.337

  (5.390)

  (1.658)

Total from investment operations

  15.560

  8.388

  18.699

  3.233

  2.050

Distributions to partners from net investment income

  (7.690)

  (7.738)

  (7.749)

  (7.403)

  (3.430)

Net asset value, end of period

$ 113.92

$ 106.05

$ 105.40

$ 94.45

$ 98.62

Total Return B,C

  15.22%

  7.88%

  20.25%

  4.83%

  2.09%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions G

  -%

  -%

  -%

  -%

  -% A

Expenses net of fee waivers, if any G

  -%

  -%

  -%

  -%

  -% A

Expenses net of all reductions G

  -%

  -%

  -%

  -%

  -% A

Net investment income (loss)

  7.93%

  8.18%

  9.08%

  10.53%

  8.73% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 740,594

$ 642,811

$ 531,596

$ 465,555

$ 435,837

Portfolio turnover rate F

  36%

  43%

  65%

  57%

  35% A,J

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Amount represents less than .01%.

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

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

J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2012

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Directors (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, floating rate loans and preferred securities, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. For commercial mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2012, for the Fund's investments is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return.

Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount, equity-debt classifications, and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

Gross unrealized appreciation

$ 56,361,970

Gross unrealized depreciation

(13,221,353)

Net unrealized appreciation (depreciation) on securities and other investments

$ 43,140,617

 

 

Tax Cost

$ 684,989,947

4. Operating Policies.

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $250,331,208 and $230,982,367, respectively.

6. Fees and Other Transactions with Affiliates.

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

Annual Report

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 $4,483.

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 $184.

8. Other.

The Fund's organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity High Income Central Fund 2:

We have audited the accompanying statement of assets and liabilities of Fidelity High Income Central Fund 2 (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of August 31, 2012, 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 four years in the period then ended and for the period from March 31, 2008 (commencement of operations) to August 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2012, by correspondence with the custodians, agent banks 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 High Income Central Fund 2 as of August 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and for the period from March 31, 2008 (commencement of operations) to August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 16, 2012

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Members of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 228 funds advised by FMR or an affiliate. Mr. Curvey oversees 435 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 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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

Annual Report

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

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

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

Annual Report

Directors and Officers (Trustees and Officers) - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (77)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (55)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the Fidelity Central Investment Portfolios LLC or various entities under common control with FMR.

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

Annual Report

Directors and Officers (Trustees and Officers) - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (64)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (68)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (73)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

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

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

Advisory Board Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (82)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (68)

 

Year of Election or Appointment: 2003

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

David A. Rosow (69)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (64)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2008

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

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Thomas C. Hense (48)

 

Year of Election or Appointment: 2008 or 2010

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

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

Year of Election or Appointment: 2009

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

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2010

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

John R. Hebble (54)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (54)

 

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).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity High Income Central Fund 2

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

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

At its July 2012 meeting, the Board of Directors, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

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

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in 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 management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

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

Annual Report

Fidelity® Specialized High Income
Central Fund

Annual Report

August 31, 2012

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

SHI-ANN-1012
1.820817.107


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2012

Past 1
year

Past 5
years

Life of
Fund
A

  Fidelity® Specialized High Income Central
Fund

13.31%

9.15%

8.07%

A From September 20, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Specialized High Income Central Fund on September 20, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM BB US High Yield Constrained Index performed over the same period.

wsd54797

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds produced a strong return for the year ending August 31, 2012, with The BofA Merrill LynchSM US High Yield Constrained Index advancing 13.01%. Worry about sovereign debt issues in the eurozone and weak global economic growth failed to restrain the asset class amid favorable supply/demand technicals - with investors attracted to its higher yields in a very low interest rate environment - accommodative Federal Reserve monetary policy, plentiful liquidity and a low default rate. High-yield bonds started the period off wracked by volatility, but rebounded in October 2011 to one of its largest monthly increases ever, before stalling once again in November. The market posted positive returns from December through February, then declined modestly from March through May. The tide shifted in June, though, as Greece elected a pro-euro, pro-bailout government and the Fed implemented a second round of "Operation Twist," a program designed to help buoy economic growth. In July, soft corporate earnings and weak economic data were a concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario Draghi, who said the ECB would do "whatever it takes" to protect the eurozone from collapsing. In August, hopes of further monetary response in the U.S. and abroad outweighed weak global economic growth, further boosting the asset class.

Comments from Matthew Conti, Portfolio Manager of Fidelity® Specialized High Income Central Fund: For the year, the fund returned 13.31%, outperforming The BofA Merrill LynchSM BB US High Yield Constrained Index, which gained 12.42%. An overweighting in diversified financial services helped the fund's performance the most relative to the index, including an investment in International Lease Finance. We also benefited from positioning in homebuilders/real estate and metals/mining, and from security selection in energy. Other top relative contributors included wireless telecommunications company Sprint Nextel, waste management firm Covanta Holding, drug company Valeant Pharmaceuticals International, an underweighting in independent oil and gas producer Chesapeake Energy and auto parts supplier Delphi. Conversely, an underweighting and unfavorable security selection in banks/thrifts detracted, including an underweighting in and untimely ownership of Ally Financial. Out-of-benchmark positions in Latin American oil and gas producer Pan American Energy and shipping company Overseas Shipholding Group also hurt, as did untimely ownership of phone company Frontier Communications and not owning paper company and index component Georgia-Pacific. Some of the securities mentioned were not held by the fund at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2012 to August 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2012

Ending
Account Value
August 31, 2012

Expenses Paid
During Period
*
March 1, 2012
to August 31, 2012

Actual

.0016%

$ 1,000.00

$ 1,041.60

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.13

$ .01

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

Annual Report


Investment Changes (Unaudited)

Top Five Holdings as of August 31, 2012

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

International Lease Finance Corp.

4.8

4.8

Ford Motor Credit Co. LLC

4.1

4.2

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

3.9

3.9

CCO Holdings LLC/CCO Holdings Capital Corp.

3.5

2.5

The AES Corp.

2.4

2.5

 

18.7

Top Five Market Sectors as of August 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

13.8

13.8

Diversified Financial Services

11.4

11.1

Automotive

10.0

10.4

Electric Utilities

9.9

9.8

Cable TV

8.4

5.6

Quality Diversification (% of fund's net assets)

As of August 31, 2012

As of February 29, 2012

wsd54756

BBB 7.0%

 

wsd54756

BBB 3.0%

 

wsd54801

BB 67.5%

 

wsd54801

BB 71.5%

 

wsd54804

B 18.1%

 

wsd54804

B 21.6%

 

wsd54807

CCC,CC,C 0.0%

 

wsd54809

CCC,CC,C 0.3%

 

wsd54772

Not Rated 0.2%

 

wsd54772

Not Rated 0.1%

 

wsd54778

Short-Term
Investments and
Net Other Assets 7.2%

 

wsd54778

Short-Term
Investments and
Net Other Assets 3.5%

 

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

Asset Allocation (% of fund's net assets)

As of August 31, 2012*

As of February 29, 2012**

wsd54756

Nonconvertible
Bonds 88.0%

 

wsd54756

Nonconvertible
Bonds 92.0%

 

wsd54765

Floating Rate
Loans 4.8%

 

wsd54765

Floating Rate
Loans 4.5%

 

wsd54778

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.2%

 

wsd54778

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.5%

 

* Foreign investments

13.6%

 

** Foreign investments

13.8%

 

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Annual Report


Investments August 31, 2012

Showing Percentage of Net Assets

Nonconvertible Bonds - 88.0%

 

Principal
Amount

Value

Aerospace - 0.5%

Huntington Ingalls Industries, Inc. 6.875% 3/15/18

$ 2,030,000

$ 2,172,100

Air Transportation - 2.9%

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

678,581

729,475

6.75% 9/15/15 (b)

2,535,000

2,611,050

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

316,703

346,790

Delta 2012-1B Pass Through Trust 6.875% 5/7/19 (b)

1,320,000

1,333,200

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

6.375% 1/2/16

690,000

690,000

6.75% 11/23/15

690,000

702,075

8.021% 8/10/22

2,233,226

2,300,223

8.954% 8/10/14

326,443

332,156

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

1,195,173

1,238,558

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

Class B, 7.336% 7/2/19

1,174,733

1,133,617

9.75% 1/15/17

1,487,025

1,706,361

12% 1/15/16 (b)

220,928

240,259

 

13,363,764

Automotive - 8.0%

Dana Holding Corp.:

6.5% 2/15/19

3,285,000

3,498,525

6.75% 2/15/21

1,035,000

1,112,625

Delphi Corp.:

5.875% 5/15/19

4,170,000

4,472,325

6.125% 5/15/21

3,970,000

4,367,000

Ford Motor Co. 7.45% 7/16/31

2,620,000

3,235,700

Ford Motor Credit Co. LLC:

3.875% 1/15/15

2,730,000

2,840,680

5% 5/15/18

2,305,000

2,480,832

5.625% 9/15/15

1,310,000

1,424,625

5.875% 8/2/21

1,305,000

1,441,251

6.625% 8/15/17

5,835,000

6,666,488

7% 4/15/15

1,630,000

1,816,146

8% 12/15/16

2,350,000

2,809,011

General Motors Financial Co., Inc. 4.75% 8/15/17 (b)

1,095,000

1,097,738

 

37,262,946

Banks & Thrifts - 0.2%

Ally Financial, Inc. 5.5% 2/15/17

745,000

771,075

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Building Materials - 2.7%

Building Materials Corp. of America:

6.75% 5/1/21 (b)

$ 2,690,000

$ 2,938,825

6.875% 8/15/18 (b)

4,960,000

5,369,200

Griffon Corp. 7.125% 4/1/18

1,765,000

1,848,838

Masco Corp. 5.95% 3/15/22

1,175,000

1,268,734

USG Corp. 7.875% 3/30/20 (b)

1,270,000

1,350,963

 

12,776,560

Cable TV - 8.3%

CCO Holdings LLC/CCO Holdings Capital Corp.:

5.25% 9/30/22

1,835,000

1,821,238

6.5% 4/30/21

4,000,000

4,290,000

6.625% 1/31/22

1,030,000

1,111,113

7% 1/15/19

6,130,000

6,635,725

7.25% 10/30/17

2,420,000

2,643,850

CSC Holdings LLC:

6.75% 11/15/21 (b)

2,680,000

2,904,316

8.625% 2/15/19

2,185,000

2,556,450

DISH DBS Corp.:

4.625% 7/15/17 (b)

3,355,000

3,388,550

5.875% 7/15/22 (b)

1,600,000

1,612,000

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 8.125% 12/1/17 (b)

3,610,000

3,916,850

UPCB Finance III Ltd. 6.625% 7/1/20 (b)

5,240,000

5,462,700

UPCB Finance V Ltd. 7.25% 11/15/21 (b)

1,940,000

2,082,978

 

38,425,770

Capital Goods - 0.5%

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

1,150,000

1,242,000

Terex Corp. 6.5% 4/1/20

1,245,000

1,304,138

 

2,546,138

Chemicals - 1.7%

Celanese US Holdings LLC 6.625% 10/15/18

2,615,000

2,883,038

LyondellBasell Industries NV:

5% 4/15/19

1,625,000

1,722,500

5.75% 4/15/24

2,680,000

3,041,800

6% 11/15/21

330,000

375,375

 

8,022,713

Containers - 3.0%

Ardagh Packaging Finance PLC 7.375% 10/15/17 (b)

2,420,000

2,595,450

Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (b)

200,000

214,500

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Containers - continued

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

7.75% 10/15/16

$ 1,995,000

$ 2,084,775

7.875% 8/15/19

5,855,000

6,513,688

Sealed Air Corp.:

8.125% 9/15/19 (b)

1,450,000

1,609,500

8.375% 9/15/21 (b)

770,000

860,475

 

13,878,388

Diversified Financial Services - 11.4%

Aircastle Ltd.:

6.75% 4/15/17

660,000

712,800

9.75% 8/1/18

3,135,000

3,593,494

CIT Group, Inc.:

4.25% 8/15/17

1,050,000

1,057,875

5% 5/15/17

2,670,000

2,770,125

5% 8/15/22

835,000

837,088

5.25% 3/15/18

1,625,000

1,694,063

5.375% 5/15/20

1,315,000

1,357,738

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

7.75% 1/15/16

10,005,000

10,505,233

8% 1/15/18

6,630,000

7,060,950

8% 1/15/18 (b)

380,000

403,750

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

460,000

322,000

International Lease Finance Corp.:

5.65% 6/1/14

4,040,000

4,181,400

5.75% 5/15/16

560,000

581,000

5.875% 4/1/19

485,000

500,096

6.25% 5/15/19

1,815,000

1,896,675

6.75% 9/1/16 (b)

745,000

832,538

7.125% 9/1/18 (b)

1,560,000

1,782,300

8.625% 9/15/15

5,280,000

5,913,600

8.75% 3/15/17

4,135,000

4,765,588

8.875% 9/1/17

1,820,000

2,111,200

 

52,879,513

Electric Utilities - 9.9%

Atlantic Power Corp. 9% 11/15/18

1,715,000

1,792,175

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

4,140,000

4,471,200

Dolphin Subsidiary II, Inc. 6.5% 10/15/16 (b)

2,295,000

2,513,025

Everest Acquisition LLC / Everest Acquisition Finance, Inc. 6.875% 5/1/19 (b)

1,905,000

2,047,875

InterGen NV 9% 6/30/17 (b)

3,780,000

3,685,500

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Electric Utilities - continued

IPALCO Enterprises, Inc.:

5% 5/1/18

$ 1,280,000

$ 1,334,400

7.25% 4/1/16 (b)

2,175,000

2,436,000

Mirant Mid-Atlantic LLC 10.06% 12/30/28

1,558,871

1,734,244

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

6,535,000

6,665,700

NV Energy, Inc. 6.25% 11/15/20

1,855,000

2,142,280

Otter Tail Corp. 9% 12/15/16

1,300,000

1,410,500

Puget Energy, Inc.:

5.625% 7/15/22 (b)

375,000

393,263

6.5% 12/15/20

3,605,000

3,965,500

The AES Corp.:

7.375% 7/1/21

4,070,000

4,660,150

7.75% 10/15/15

3,020,000

3,397,500

8% 10/15/17

1,710,000

1,992,150

9.75% 4/15/16

1,305,000

1,559,475

 

46,200,937

Energy - 13.3%

AmeriGas Partners LP/AmeriGas Finance Corp.:

6.25% 8/20/19

580,000

603,200

6.5% 5/20/21

148,000

155,030

Chesapeake Energy Corp.:

6.125% 2/15/21

2,360,000

2,342,300

6.5% 8/15/17

965,000

993,950

6.775% 3/15/19

655,000

659,913

6.875% 11/15/20

3,450,000

3,579,375

Chesapeake Midstream Partners LP/CHKM Finance Corp.:

5.875% 4/15/21

525,000

536,813

6.125% 7/15/22

1,195,000

1,242,800

Chesapeake Oilfield Operating LLC 6.625% 11/15/19 (b)

595,000

571,200

Denbury Resources, Inc. 6.375% 8/15/21

4,025,000

4,306,750

Energy Transfer Equity LP 7.5% 10/15/20

3,050,000

3,507,500

Exterran Holdings, Inc. 7.25% 12/1/18

6,395,000

6,395,000

Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21

2,156,000

2,102,100

Frontier Oil Corp.:

6.875% 11/15/18

3,625,000

3,851,563

8.5% 9/15/16

3,320,000

3,465,416

Hornbeck Offshore Services, Inc.:

5.875% 4/1/20

460,000

466,900

8% 9/1/17

930,000

1,004,400

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Energy - continued

Kinder Morgan Finance Co. LLC 6% 1/15/18 (b)

$ 3,085,000

$ 3,308,663

Markwest Energy Partners LP/Markwest Energy Finance Corp. 5.5% 2/15/23

235,000

240,288

Newfield Exploration Co. 5.625% 7/1/24

525,000

569,625

Oil States International, Inc. 6.5% 6/1/19

3,145,000

3,341,563

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

1,520,000

1,314,800

PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (b)

1,530,000

1,606,500

Petroleum Geo-Services ASA 7.375% 12/15/18 (b)

1,065,000

1,136,888

Plains Exploration & Production Co. 6.125% 6/15/19

2,455,000

2,590,025

Precision Drilling Corp.:

6.5% 12/15/21

100,000

105,000

6.625% 11/15/20

3,830,000

4,031,075

SESI LLC 7.125% 12/15/21

1,790,000

1,989,048

Suburban Propane Partners LP/Suburban Energy Finance Corp.:

7.375% 8/1/21 (b)

204,000

215,220

7.5% 10/1/18 (b)

1,566,000

1,687,365

Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (b)

1,855,000

1,933,838

WPX Energy, Inc.:

5.25% 1/15/17

730,000

768,325

6% 1/15/22

1,055,000

1,115,663

 

61,738,096

Environmental - 2.5%

Clean Harbors, Inc. 5.25% 8/1/20 (b)

1,305,000

1,339,256

Covanta Holding Corp.:

6.375% 10/1/22

640,000

697,600

7.25% 12/1/20

8,555,000

9,548,210

 

11,585,066

Food/Beverage/Tobacco - 0.4%

Constellation Brands, Inc. 4.625% 3/1/23

260,000

264,238

JBS USA LLC/JBS USA Finance, Inc. 8.25% 2/1/20 (b)

1,645,000

1,575,088

 

1,839,326

Gaming - 1.1%

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

5.375% 3/15/22 (b)

1,670,000

1,703,400

7.75% 8/15/20

3,285,000

3,658,669

 

5,362,069

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Healthcare - 5.1%

Community Health Systems, Inc. 5.125% 8/15/18

$ 805,000

$ 830,156

Fresenius Medical Care US Finance II, Inc. 5.625% 7/31/19 (b)

2,030,000

2,172,100

HCA, Inc.:

8.5% 4/15/19

770,000

864,325

9.875% 2/15/17

172,000

185,760

MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21

1,635,000

1,778,063

Mylan, Inc.:

6% 11/15/18 (b)

510,000

543,150

7.625% 7/15/17 (b)

660,000

732,600

Omega Healthcare Investors, Inc.:

6.75% 10/15/22

575,000

633,938

7.5% 2/15/20

645,000

719,175

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18

2,015,000

2,191,313

Senior Housing Properties Trust 6.75% 4/15/20

3,060,000

3,403,011

Valeant Pharmaceuticals International:

6.5% 7/15/16 (b)

3,890,000

4,103,950

6.75% 8/15/21 (b)

460,000

466,900

6.875% 12/1/18 (b)

4,790,000

5,041,475

7% 10/1/20 (b)

130,000

134,550

 

23,800,466

Homebuilders/Real Estate - 1.3%

CB Richard Ellis Services, Inc. 6.625% 10/15/20

3,540,000

3,858,600

D.R. Horton, Inc. 4.75% 5/15/17

2,140,000

2,255,025

 

6,113,625

Hotels - 0.4%

Host Hotels & Resorts LP:

4.75% 3/1/23

495,000

507,375

5.875% 6/15/19

750,000

823,125

9% 5/15/17

485,000

528,650

 

1,859,150

Leisure - 2.4%

GWR Operating Partnership LLP/Great Wolf Finance Corp. 10.875% 4/1/17

2,770,000

3,116,250

Royal Caribbean Cruises Ltd.:

7.25% 3/15/18

500,000

552,500

7.5% 10/15/27

1,415,000

1,475,138

yankee 7.25% 6/15/16

5,305,000

5,862,025

 

11,005,913

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Metals/Mining - 2.6%

Boart Longyear Management Pty Ltd. 7% 4/1/21 (b)

$ 1,370,000

$ 1,421,375

CONSOL Energy, Inc. 8% 4/1/17

2,630,000

2,827,250

FMG Resources (August 2006) Pty Ltd.:

6.375% 2/1/16 (b)

4,115,000

3,929,825

7% 11/1/15 (b)

3,770,000

3,704,025

 

11,882,475

Paper - 0.9%

Louisiana-Pacific Corp. 7.5% 6/1/20

1,055,000

1,144,675

Sappi Papier Holding GmbH:

7.75% 7/15/17 (b)

2,670,000

2,790,150

8.375% 6/15/19 (b)

355,000

373,638

 

4,308,463

Services - 0.7%

Audatex North America, Inc. 6.75% 6/15/18 (b)

140,000

150,150

FTI Consulting, Inc.:

6.75% 10/1/20

1,610,000

1,718,675

7.75% 10/1/16

1,475,000

1,519,250

 

3,388,075

Shipping - 0.7%

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

3,280,000

3,329,200

Steel - 1.7%

Steel Dynamics, Inc.:

6.125% 8/15/19 (b)

425,000

439,875

6.75% 4/1/15

3,100,000

3,162,000

7.625% 3/15/20

3,925,000

4,239,000

 

7,840,875

Technology - 1.7%

Amkor Technology, Inc. 7.375% 5/1/18

2,565,000

2,677,219

Jabil Circuit, Inc. 4.7% 9/15/22

475,000

477,375

Nuance Communications, Inc. 5.375% 8/15/20 (b)

1,050,000

1,074,938

Seagate HDD Cayman 7.75% 12/15/18

855,000

934,088

Seagate Technology HDD Holdings 6.8% 10/1/16

1,300,000

1,430,000

Viasystems, Inc. 7.875% 5/1/19 (b)

1,510,000

1,483,575

 

8,077,195

Telecommunications - 3.6%

Equinix, Inc. 8.125% 3/1/18

1,395,000

1,544,963

Nextel Communications, Inc.:

5.95% 3/15/14

710,000

711,775

7.375% 8/1/15

3,059,000

3,074,295

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Telecommunications - continued

Qwest Communications International, Inc.:

7.125% 4/1/18

$ 1,220,000

$ 1,299,300

8% 10/1/15

2,330,000

2,438,345

Sprint Nextel Corp.:

6% 12/1/16

3,123,000

3,185,460

7% 3/1/20 (b)

2,630,000

2,886,425

9% 11/15/18 (b)

1,190,000

1,404,200

 

16,544,763

Textiles & Apparel - 0.5%

Hanesbrands, Inc. 6.375% 12/15/20

1,995,000

2,164,575

TOTAL NONCONVERTIBLE BONDS

(Cost $383,527,275)


409,139,236

Floating Rate Loans - 4.8%

 

Automotive - 2.0%

Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (c)

2,074,050

2,110,346

Federal-Mogul Corp.:

Tranche B, term loan 2.1775% 12/27/14 (c)

4,763,071

4,554,687

Tranche C, term loan 2.1775% 12/27/15 (c)

2,642,397

2,526,792

 

9,191,825

Cable TV - 0.1%

UPC Broadband Holding BV Tranche AB, term loan 4.75% 12/31/17 (c)

595,000

595,000

Capital Goods - 0.3%

Husky Intermediate, Inc. Tranche B, term loan 5.75% 6/30/18 (c)

1,355,340

1,358,729

Chemicals - 0.2%

Kronos Worldwide, Inc. term loan 5.75% 6/13/18 (c)

690,000

693,450

Consumer Products - 0.2%

Visant Corp. Tranche B, term loan 5.25% 12/22/16 (c)

974,845

940,726

Energy - 0.5%

Chesapeake Energy Corp. term loan 8.5% 12/2/17 (c)

1,350,000

1,351,688

Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (c)

870,000

860,213

 

2,211,901

Insurance - 0.7%

Asurion Corp. Tranche 1st LN, term loan 5.5% 5/24/18 (c)

3,200,000

3,208,000

Floating Rate Loans - continued

 

Principal
Amount

Value

Metals/Mining - 0.3%

Arch Coal, Inc. Tranche B, term loan 5.75% 5/16/18 (c)

$ 1,275,000

$ 1,275,000

Publishing/Printing - 0.3%

Newsday LLC term loan 10.5% 8/1/13

1,535,000

1,536,996

Super Retail - 0.2%

Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (c)

1,155,000

1,153,556

TOTAL FLOATING RATE LOANS

(Cost $21,462,357)


22,165,183

Money Market Funds - 5.3%

Shares

 

Fidelity Cash Central Fund, 0.17% (a)
(Cost $24,589,213)

24,589,213


24,589,213

TOTAL INVESTMENT PORTFOLIO - 98.1%

(Cost $429,578,845)

455,893,632

NET OTHER ASSETS (LIABILITIES) - 1.9%

9,023,776

NET ASSETS - 100%

$ 464,917,408

Legend

(a) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(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 $115,628,824 or 24.9% of net assets.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 19,323

Other Information

The following is a summary of the inputs used, as of August 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 409,139,236

$ -

$ 409,139,236

$ -

Floating Rate Loans

22,165,183

-

22,165,183

-

Money Market Funds

24,589,213

24,589,213

-

-

Total Investments in Securities:

$ 455,893,632

$ 24,589,213

$ 431,304,419

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

86.4%

Cayman Islands

2.2%

Australia

2.0%

Netherlands

1.9%

Liberia

1.7%

Canada

1.6%

Others (Individually Less Than 1%)

4.2%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $404,989,632)

$ 431,304,419

 

Fidelity Central Funds (cost $24,589,213)

24,589,213

 

Total Investments (cost $429,578,845)

 

$ 455,893,632

Cash

 

459

Receivable for investments sold

4,035,393

Interest receivable

7,109,207

Distributions receivable from Fidelity Central Funds

3,261

Total assets

467,041,952

 

 

 

Liabilities

Payable for investments purchased

$ 2,122,100

Distributions payable

68

Other payables and accrued expenses

2,376

Total liabilities

2,124,544

 

 

 

Net Assets

$ 464,917,408

Net Assets consist of:

 

Paid in capital

$ 438,602,621

Net unrealized appreciation (depreciation) on investments

26,314,787

Net Assets, for 4,433,680 shares outstanding

$ 464,917,408

Net Asset Value, offering price and redemption price per share ($464,917,408 ÷ 4,433,680 shares)

$ 104.86

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended August 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 48,600

Interest (including $4,293 from affiliated interfund lending)

 

29,699,952

Income from Fidelity Central Funds

 

19,323

Total income

 

29,767,875

 

 

 

Expenses

Custodian fees and expenses

$ 6,244

Independent directors' compensation

2,866

Total expenses before reductions

9,110

Expense reductions

(3,392)

5,718

Net investment income (loss)

29,762,157

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

3,912,442

Change in net unrealized appreciation (depreciation) on investment securities

20,919,497

Net gain (loss)

24,831,939

Net increase (decrease) in net assets resulting from operations

$ 54,594,096

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
August 31,
2012

Year ended
August 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 29,762,157

$ 32,379,126

Net realized gain (loss)

3,912,442

18,470,771

Change in net unrealized appreciation (depreciation)

20,919,497

(17,255,608)

Net increase (decrease) in net assets resulting
from operations

54,594,096

33,594,289

Distributions to partners from net investment income

(28,015,990)

(30,240,648)

Affiliated share transactions

Proceeds from sale of shares

-

-

Reinvestment of distributions

28,015,164

30,234,444

Cost of shares redeemed

(10,001,076)

(50,847,009)

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

18,014,088

(20,612,565)

Total increase (decrease) in net assets

44,592,194

(17,258,924)

 

 

 

Net Assets

Beginning of period

420,325,214

437,584,138

End of period

$ 464,917,408

$ 420,325,214

Other Information

Shares

Sold

-

-

Issued in reinvestment of distributions

274,941

298,656

Redeemed

(101,730)

(498,998)

Net increase (decrease)

173,211

(200,342)

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

Annual Report

Financial Highlights

Years ended August 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 98.66

$ 98.10

$ 89.24

$ 92.46

$ 97.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  6.937

  7.354

  7.729

  7.598

  7.134

Net realized and unrealized gain (loss)

  5.796

  .073

  8.103

  (4.053)

  (4.802)

Total from investment operations

  12.733

  7.427

  15.832

  3.545

  2.332

Distributions to partners from net investment income

  (6.533)

  (6.867)

  (6.972)

  (6.765)

  (6.872)

Net asset value, end of period

$ 104.86

$ 98.66

$ 98.10

$ 89.24

$ 92.46

Total Return A

  13.31%

  7.61%

  18.23%

  4.96%

  2.39%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions E

  .00%

  .00%

  .00%

  .00%

  .00%

Expenses net of fee waivers, if any E

  .00%

  .00%

  .00%

  .00%

  .00%

Expenses net of all reductions E

  .00%

  .00%

  .00%

  .00%

  .00%

Net investment income (loss)

  6.82%

  7.27%

  8.12%

  9.40%

  7.45%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 464,917

$ 420,325

$ 437,584

$ 409,729

$ 410,834

Portfolio turnover rate D

  41%

  60%

  70%

  73%

  50%

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

B Calculated based on average shares outstanding during the period.

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

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

E Amount represents less than .01%.

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

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

Annual Report


Notes to Financial Statements

For the period ended August 31, 2012

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Directors (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

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

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3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2012 for the Fund's investments is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Interest income and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because the Fund allocates, at least annually among its partners, each partner's share of the Fund's income and expenses and capital gains and losses as determined by income tax regulations for inclusion in each partner's tax return.

Distributions are declared daily and paid monthly from net investment income on a book basis, except for certain items such as market discount and term loan fee income which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the Fund's partnership structure, paid in capital includes any accumulated net investment income/(loss) and net realized gain/(loss) on investments.

There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. The federal

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Gross unrealized appreciation

$ 29,980,696

Gross unrealized depreciation

(1,039,169)

Net unrealized appreciation (depreciation) on securities and other investments

$ 28,941,527

 

 

Tax Cost

$ 426,952,105

4. Operating Policies.

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $190,088,368 and $167,942,161, respectively.

6. Fees and Other Transactions with Affiliates.

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

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

Borrower or Lender

Average
Loan Balance

Weighted Average
Interest Rate

Lender

$ 6,676,275

.34%

7. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $2,866.

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 $526.

8. Other.

The Fund's organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and Partners of Fidelity Specialized High Income Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Specialized High Income Central Fund (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of August 31, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2012, by correspondence with the custodian, agent banks, and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Specialized High Income Central Fund as of August 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 17, 2012

Annual Report


Directors and Officers (Trustees and Officers)

The Trustees, Members of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 228 funds advised by FMR or an affiliate. Mr. Curvey oversees 435 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 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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

Annual Report

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

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

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

Annual Report

Directors and Officers (Trustees and Officers) - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (77)

 

Year of Election or Appointment: 2007

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

Ronald P. O'Hanley (55)

 

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the Fidelity Central Investment Portfolios LLC or various entities under common control with FMR.

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

Annual Report

Directors and Officers (Trustees and Officers) - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (64)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (58)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (68)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (67)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (61)

 

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (73)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (61)

 

Year of Election or Appointment: 2008

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

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

Advisory Board Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (82)

 

Year of Election or Appointment: 2011

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).

Peter S. Lynch (68)

 

Year of Election or Appointment: 2003

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

David A. Rosow (69)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (64)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2008

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

Brian B. Hogan (47)

 

Year of Election or Appointment: 2009

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

Thomas C. Hense (48)

 

Year of Election or Appointment: 2008 or 2010

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

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

Year of Election or Appointment: 2009

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

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (53)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2010

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

John R. Hebble (54)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (54)

 

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).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Specialized High Income Central Fund

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

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

At its July 2012 meeting, the Board of Directors, including the Independent Directors, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Directors' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR Co., Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Directors also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Annual Report

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

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in 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 management fee paid on behalf of the fund and the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

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

Annual Report

Item 2. Code of Ethics

As of the end of the period, August 31, 2012, Fidelity Central Investment Portfolios LLC (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity High Income Central Fund 2 and Fidelity Specialized High Income Central Fund (the "Funds"):

Services Billed by Deloitte Entities

August 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity High Income Central Fund 2

$47,000

$-

$6,100

$400

Fidelity Specialized High Income Central Fund

$55,000

$-

$8,200

$400

August 31, 2011 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity High Income Central Fund 2

$47,000

$-

$6,100

$200

Fidelity Specialized High Income Central Fund

$54,000

$-

$8,200

$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

 

August 31, 2012A

August 31, 2011A

Audit-Related Fees

$615,000

$645,000

Tax Fees

$-

$-

All Other Fees

$1,115,000

$730,000

A Amounts may reflect rounding.

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

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

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

Assurance services must be performed by an independent public accountant.

* * *

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

Billed By

August 31, 2012 A

August 31, 2011 A

Deloitte Entities

$1,830,000

$1,490,000

A Amounts may reflect rounding.

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

Audit Committee Pre-Approval Policies and Procedures

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

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

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

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

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

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

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

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Central Investment Portfolios LLC

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

October 26, 2012

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

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

October 26, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

October 26, 2012