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:

September 30

 

 

Date of reporting period:

September 30, 2008

Item 1. Reports to Stockholders

Fidelity ® Equity Sector
Central Funds

Consumer Discretionary Central Fund

Consumer Staples Central Fund

Energy Central Fund

Financials Central Fund

Health Care Central Fund

Industrials Central Fund

Information Technology Central Fund

Materials Central Fund

Telecom Services Central Fund

Utilities Central Fund

Annual Report

September 30, 2008

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

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

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

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

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

ESCIP-ANN-1108
1.831584.102

Shareholder Expense Example

As a shareholder of a 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 Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2008 to September 30, 2008).

Actual Expenses

The first line of the accompanying table for each fund 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 for a fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, each 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 for each fund provides information about hypothetical account values and hypothetical expenses based on a 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, each 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
April 1, 2008

Ending
Account Value
September 30, 2008

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

Consumer Discretionary

.0019%

 

 

 

Actual

 

$ 1,000.00

$ 919.20

$ .01

Hypothetical A

 

$ 1,000.00

$ 1,024.99

$ .01

Consumer Staples

.0114%

 

 

 

Actual

 

$ 1,000.00

$ 918.10

$ .05

Hypothetical A

 

$ 1,000.00

$ 1,024.94

$ .06

Energy

.0051%

 

 

 

Actual

 

$ 1,000.00

$ 769.90

$ .02

Hypothetical A

 

$ 1,000.00

$ 1,024.97

$ .03

Financials

.0025%

 

 

 

Actual

 

$ 1,000.00

$ 804.10

$ .01

Hypothetical A

 

$ 1,000.00

$ 1,024.99

$ .01

Health Care

.0121%

 

 

 

Actual

 

$ 1,000.00

$ 977.80

$ .06

Hypothetical A

 

$ 1,000.00

$ 1,024.94

$ .06

Industrials

.0053%

 

 

 

Actual

 

$ 1,000.00

$ 861.70

$ .02

Hypothetical A

 

$ 1,000.00

$ 1,024.97

$ .03

Information Technology

.0117%

 

 

 

Actual

 

$ 1,000.00

$ 847.40

$ .05

Hypothetical A

 

$ 1,000.00

$ 1,024.94

$ .06

Materials

.0066%

 

 

 

Actual

 

$ 1,000.00

$ 785.20

$ .03

Hypothetical A

 

$ 1,000.00

$ 1,024.97

$ .03

Telecom Services

.0184%

 

 

 

Actual

 

$ 1,000.00

$ 840.90

$ .08

Hypothetical A

 

$ 1,000.00

$ 1,024.91

$ .09

Utilities

.0028%

 

 

 

Actual

 

$ 1,000.00

$ 820.30

$ .01

Hypothetical A

 

$ 1,000.00

$ 1,024.99

$ .01

A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The fees and expenses of the underlying Money Market Central Funds in which each Fund invests are not included in each Fund's annualized expense ratio.

Annual Report

Fidelity Consumer Discretionary Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Consumer Discretionary Central Fund

-22.90%

-2.14%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Consumer Discretionary Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® US Investable Market Consumer Discretionary Index performed over the same period.


FID94

Annual Report

Fidelity Consumer Discretionary Central Fund

Management's Discussion of Fund Performance

Comments from John Harris, Portfolio Manager of Fidelity® Consumer Discretionary Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year ending September 30, 2008, the fund returned -22.90%, beating the MSCI US Investable Market Consumer Discretionary Index, which fell 25.51%, but lagging the S&P 500. As a faltering economy drove consumers to search for better values, the period was a good one for discount retailers. Our position in discounter Costco Wholesale - not represented in the MSCI index - rose in value during a period when a majority of consumer discretionary stocks declined. Sales improved and Costco took market share from competitors. Discount office supply chain Staples helped results as well. McDonald's upgraded its menu and gained market share in the fast-food arena; the company's profits also were boosted by favorable currency exchange rates on income from its European operations. I sold out of index component General Motors before its stock was crushed by a consumer stampede away from its trucks and SUVs. Advance Auto Parts turned in higher profits, and our shares appreciated. On the negative side, online jewelry retailer Blue Nile plummeted as consumers held back on expensive purchases. Las Vegas Sands, an operator of casinos in Las Vegas and Macau, declined on concerns that I felt would prove short-lived. International Game Technology, which sells and leases slot machines, also fell on what I believed were short-term concerns. In footwear, I underweighted index component and sports apparel firm Nike for part of the period and missed much of the upturn in its shares.

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

Fidelity Consumer Discretionary Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Target Corp.

6.9

6.1

McDonald's Corp.

6.6

5.6

Lowe's Companies, Inc.

5.8

4.1

Time Warner, Inc.

5.7

5.4

Comcast Corp. Class A

4.8

3.5

The Walt Disney Co.

3.2

3.4

Staples, Inc.

3.1

3.0

Amazon.com, Inc.

2.5

1.9

The DIRECTV Group, Inc.

2.1

1.8

Omnicom Group, Inc.

2.0

2.3

 

42.7

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Media 29.9%

 

FID98

Specialty Retail 23.1%

 

FID100

Hotels, Restaurants & Leisure 15.3%

 

FID102

Multiline Retail 7.8%

 

FID104

Textiles, Apparel
& Luxury Goods 6.2%

 

FID106

All Others * 17.7%

 

FID108

As of March 31, 2008

FID96

Media 29.3%

 

FID98

Specialty Retail 23.3%

 

FID100

Hotels, Restaurants & Leisure 16.5%

 

FID102

Multiline Retail 7.0%

 

FID104

Food & Staples Retailing 5.7%

 

FID106

All Others * 18.2%

 

FID116

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Consumer Discretionary Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 98.8%

Shares

Value

AUTO COMPONENTS - 0.7%

Auto Parts & Equipment - 0.7%

Gentex Corp.

246,800

$ 3,529,240

AUTOMOBILES - 0.5%

Automobile Manufacturers - 0.5%

Toyota Motor Corp. sponsored ADR

27,300

2,342,340

Motorcycle Manufacturers - 0.0%

Harley-Davidson, Inc.

2,300

85,790

TOTAL AUTOMOBILES

2,428,130

DISTRIBUTORS - 0.9%

Distributors - 0.9%

Li & Fung Ltd.

1,896,000

4,639,690

DIVERSIFIED CONSUMER SERVICES - 3.2%

Education Services - 2.9%

Apollo Group, Inc. Class A (non-vtg.) (a)

176,900

10,490,170

Princeton Review, Inc. (a)

163,478

1,307,824

Strayer Education, Inc.

17,200

3,444,472

 

15,242,466

Specialized Consumer Services - 0.3%

Coinstar, Inc. (a)

54,400

1,740,800

TOTAL DIVERSIFIED CONSUMER SERVICES

16,983,266

FOOD & STAPLES RETAILING - 3.4%

Drug Retail - 1.5%

CVS Caremark Corp.

230,000

7,741,800

Food Retail - 0.9%

Susser Holdings Corp. (a)

330,560

4,978,234

Hypermarkets & Super Centers - 1.0%

Costco Wholesale Corp. (d)

82,900

5,382,697

TOTAL FOOD & STAPLES RETAILING

18,102,731

HOTELS, RESTAURANTS & LEISURE - 15.3%

Casinos & Gaming - 4.9%

Bally Technologies, Inc. (a)

124,300

3,763,804

International Game Technology

431,200

7,408,016

Las Vegas Sands Corp. (a)(d)

200,770

7,249,805

Common Stocks - continued

Shares

Value

HOTELS, RESTAURANTS & LEISURE - CONTINUED

Casinos & Gaming - continued

Penn National Gaming, Inc. (a)

187,100

$ 4,971,247

Wynn Resorts Ltd. (d)

30,700

2,506,348

 

25,899,220

Hotels, Resorts & Cruise Lines - 0.6%

Carnival Corp. unit

90,200

3,188,570

Leisure Facilities - 0.5%

Life Time Fitness, Inc. (a)(d)

80,700

2,523,489

Restaurants - 9.3%

Burger King Holdings, Inc.

152,700

3,750,312

Darden Restaurants, Inc.

189,600

5,428,248

McDonald's Corp.

570,558

35,203,429

Sonic Corp. (a)(d)

361,600

5,268,512

 

49,650,501

TOTAL HOTELS, RESTAURANTS & LEISURE

81,261,780

HOUSEHOLD DURABLES - 2.0%

Homebuilding - 1.2%

Centex Corp.

60,000

972,000

Lennar Corp. Class A (d)

121,800

1,850,142

Pulte Homes, Inc.

260,100

3,633,597

 

6,455,739

Household Appliances - 0.8%

Whirlpool Corp.

55,200

4,376,808

TOTAL HOUSEHOLD DURABLES

10,832,547

INTERNET & CATALOG RETAIL - 3.0%

Internet Retail - 3.0%

Amazon.com, Inc. (a)

185,000

13,460,600

Blue Nile, Inc. (a)(d)

32,261

1,383,029

Expedia, Inc. (a)

84,400

1,275,284

 

16,118,913

INTERNET SOFTWARE & SERVICES - 2.0%

Internet Software & Services - 2.0%

Art Technology Group, Inc. (a)

173,190

609,629

Dice Holdings, Inc. (a)

84,702

601,384

Common Stocks - continued

Shares

Value

INTERNET SOFTWARE & SERVICES - CONTINUED

Internet Software & Services - continued

eBay, Inc. (a)

129,700

$ 2,902,686

Google, Inc. Class A (sub. vtg.) (a)

16,600

6,648,632

 

10,762,331

LEISURE EQUIPMENT & PRODUCTS - 0.8%

Leisure Products - 0.8%

Hasbro, Inc.

121,274

4,210,633

MEDIA - 29.9%

Advertising - 3.1%

Interpublic Group of Companies, Inc. (a)

329,000

2,549,750

Lamar Advertising Co. Class A (a)(d)

99,200

3,064,288

Omnicom Group, Inc.

278,500

10,738,960

 

16,352,998

Broadcasting - 1.5%

Grupo Televisa SA de CV (CPO) sponsored ADR

358,000

7,829,460

Cable & Satellite - 9.1%

Comcast Corp. Class A (d)

1,291,250

25,347,238

Liberty Media Corp. - Entertainment Class A (a)

328,300

8,197,651

The DIRECTV Group, Inc. (a)

422,400

11,054,208

Time Warner Cable, Inc. (a)

91,400

2,211,880

Virgin Media, Inc.

185,900

1,468,610

 

48,279,587

Movies & Entertainment - 14.7%

Ascent Media Corp. (a)

22,600

551,666

Live Nation, Inc. (a)(d)

131,379

2,137,536

News Corp.:

Class A

700,524

8,399,283

Class B

75,000

911,250

Regal Entertainment Group Class A (d)

664,000

10,477,920

The Walt Disney Co.

561,600

17,235,504

Time Warner, Inc. (d)

2,306,700

30,240,837

Viacom, Inc. Class B (non-vtg.) (a)

335,000

8,321,400

 

78,275,396

Publishing - 1.5%

McGraw-Hill Companies, Inc.

249,200

7,877,212

TOTAL MEDIA

158,614,653

Common Stocks - continued

Shares

Value

MULTILINE RETAIL - 7.8%

Department Stores - 0.9%

Nordstrom, Inc. (d)

162,500

$ 4,683,250

General Merchandise Stores - 6.9%

Target Corp. (d)

744,881

36,536,412

TOTAL MULTILINE RETAIL

41,219,662

SPECIALTY RETAIL - 23.1%

Apparel Retail - 5.3%

Abercrombie & Fitch Co. Class A

146,700

5,787,315

Citi Trends, Inc. (a)

167,601

2,730,220

Ross Stores, Inc.

156,400

5,757,084

The Buckle, Inc. (d)

28,300

1,571,782

TJX Companies, Inc.

222,052

6,777,027

Urban Outfitters, Inc. (a)(d)

100,600

3,206,122

Zumiez, Inc. (a)(d)

140,600

2,317,088

 

28,146,638

Automotive Retail - 2.4%

Advance Auto Parts, Inc.

157,800

6,258,348

AutoZone, Inc. (a)

54,100

6,672,694

 

12,931,042

Computer & Electronics Retail - 0.6%

Gamestop Corp. Class A (a)

87,100

2,979,691

Home Improvement Retail - 8.1%

Home Depot, Inc.

244,100

6,319,749

Lowe's Companies, Inc.

1,286,900

30,486,661

Sherwin-Williams Co.

105,500

6,030,380

 

42,836,790

Homefurnishing Retail - 1.0%

Williams-Sonoma, Inc. (d)

323,300

5,230,994

Specialty Stores - 5.7%

Jo-Ann Stores, Inc. (a)(d)

70,505

1,479,195

PetSmart, Inc.

381,637

9,430,250

Staples, Inc.

745,412

16,771,770

Tiffany & Co., Inc. (d)

78,300

2,781,216

 

30,462,431

TOTAL SPECIALTY RETAIL

122,587,586

Common Stocks - continued

Shares

Value

TEXTILES, APPAREL & LUXURY GOODS - 6.2%

Apparel, Accessories & Luxury Goods - 3.6%

Coach, Inc. (a)

205,900

$ 5,155,736

G-III Apparel Group Ltd. (a)

188,736

3,531,251

Hanesbrands, Inc. (a)

160,800

3,497,400

Polo Ralph Lauren Corp. Class A

37,300

2,485,672

VF Corp.

56,300

4,352,553

 

19,022,612

Footwear - 2.6%

Iconix Brand Group, Inc. (a)(d)

639,700

8,367,276

NIKE, Inc. Class B

86,500

5,786,850

 

14,154,126

TOTAL TEXTILES, APPAREL & LUXURY GOODS

33,176,738

TOTAL COMMON STOCKS

(Cost $585,257,439)

524,467,900

Money Market Funds - 17.4%

 

 

 

 

Fidelity Cash Central Fund, 1.92% (b)

9,622,079

9,622,079

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

82,551,676

82,551,676

TOTAL MONEY MARKET FUNDS

(Cost $92,173,755)

92,173,755

TOTAL INVESTMENT PORTFOLIO - 116.2%

(Cost $677,431,194)

616,641,655

NET OTHER ASSETS - (16.2)%

(85,915,972 )

NET ASSETS - 100%

$ 530,725,683

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 214,977

Fidelity Securities Lending Cash Central Fund

812,917

Total

$ 1,027,894

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

Annual Report

Fidelity Consumer Discretionary Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $84,833,941) - See accompanying schedule:

Unaffiliated issuers (cost $585,257,439)

$ 524,467,900

 

Fidelity Central Funds (cost $92,173,755)

92,173,755

 

Total Investments (cost $677,431,194)

 

$ 616,641,655

Cash

596,710

Receivable for investments sold

6,200,142

Dividends receivable

313,933

Distributions receivable from Fidelity Central Funds

129,563

Total assets

623,882,003

 

 

 

Liabilities

Payable for investments purchased

10,602,810

Payable for fund shares redeemed

424

Other payables and accrued expenses

1,410

Collateral on securities loaned, at value

82,551,676

Total liabilities

93,156,320

 

 

 

Net Assets

$ 530,725,683

Net Assets consist of:

 

Paid in capital

$ 591,513,063

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(60,787,380 )

Net Assets , for 5,740,860 shares outstanding

$ 530,725,683

Net Asset Value , offering price and redemption price per share ($530,725,683 ÷ 5,740,860 shares)

$ 92.45

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

Annual Report

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 8,943,182

Interest

 

1,504

Income from Fidelity Central Funds (including $812,917 from security lending)

 

1,027,894

Total income

 

9,972,580

 

 

 

Expenses

Custodian fees and expenses

$ 10,168

Independent directors' compensation

2,664

Total expenses before reductions

12,832

Expense reductions

(5,676 )

7,156

Net investment income (loss)

9,965,424

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(58,829,431)

Foreign currency transactions

336

Total net realized gain (loss)

 

(58,829,095)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(110,260,746)

Assets and liabilities in foreign currencies

(813 )

Total change in net unrealized appreciation (depreciation)

 

(110,261,559 )

Net gain (loss)

(169,090,654 )

Net increase (decrease) in net assets resulting from operations

$ (159,125,230 )

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

Annual Report

Fidelity Consumer Discretionary Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 9,965,424

$ 10,523,135

Net realized gain (loss)

(58,829,095)

93,126,977

Change in net unrealized appreciation (depreciation)

(110,261,559 )

(38,501,574 )

Net increase (decrease) in net assets resulting from operations

(159,125,230 )

65,148,538

Distributions to partners from net investment income

(9,089,713 )

(11,273,819 )

Affiliated share transactions
Proceeds from sales of shares

17,789,224

3,643,480

Reinvestment of distributions

3,819,650

288

Cost of shares redeemed

(36,210,148 )

(130,791,625 )

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

(14,601,274 )

(127,147,857 )

Total increase (decrease) in net assets

(182,816,217)

(73,273,138)

 

 

 

Net Assets

Beginning of period

713,541,900

786,815,038

End of period

$ 530,725,683

$ 713,541,900

Other Information

Shares

Sold

170,035

29,108

Issued in reinvestment of distributions

39,314

2

Redeemed

(330,897 )

(1,039,660 )

Net increase (decrease)

(121,548 )

(1,010,550 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 121.71

$ 114.48

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  1.71

  1.68 G

  .19

Net realized and unrealized gain (loss)

  (29.41)

  7.33

  14.46

Total from investment operations

  (27.70)

  9.01

  14.65

Distributions to partners from net investment income

  (1.56)

  (1.78)

  (.17)

Net asset value, end of period

$ 92.45

$ 121.71

$ 114.48

Total Return A, B

  (22.90)%

  7.87%

  14.66%

Ratios to Average Net Assets D, I

 

 

 

Expenses before reductions

  -% F

  -% F

  -% F

Expenses net of fee waivers, if any

  -% F

  -% F

  -% F

Expenses net of all reductions

  -% F

  -% F

  -% F

Net investment income (loss)

  1.62%

  1.35% G

  .18%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 530,726

$ 713,542

$ 786,815

Portfolio turnover rate E

  62%

  110%

  15% J

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G Investment income per share reflects a special dividend which amounted to $.43 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.00%.

H For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Consumer Staples Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Consumer Staples Central Fund

-6.82%

8.86%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Consumer Staples Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Consumer Staples Index performed over the same period.


FID118

Annual Report

Fidelity Consumer Staples Central Fund

Management's Discussion of Fund Performance

Comments from Robert Lee, Portfolio Manager of Fidelity® Consumer Staples Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

During the past year, the fund returned -6.82%, underperforming the MSCI US Investable Market Consumer Staples Index, which declined 0.47%, but beating the S&P 500. A major underweighting in Wal-Mart Stores was the largest detractor versus the MSCI index, as the stock rose sharply after a long period of weak returns. Stock selection in the brewing industry hurt results as well. Not owning Anheuser-Busch was a key detractor there, as the firm's stock price was driven up by a takeover bid. Out-of index positions in three European-headquartered brewers dragged on performance as well. Dutch firm Heineken, Belgian company InBev and U.K.-based SABMiller all do a significant portion of their business in emerging-markets nations, and their stocks were hammered by investor concerns about slowing growth rates in developing economies. Currency fluctuations also hurt. On the positive side, strong emerging-markets sales drove a surge in profits and a rise in share price at beauty products firm Avon. A rich valuation and near-term profit challenges led me to underweight household products company Kimberly-Clark, and indeed the firm reported profits below Wall Street's expectations, sending the stock price down. Similarly, I underweighted niche supermarket chain Whole Foods because I thought the stock had become too highly valued, and its shares plummeted. At period end, the fund did not own any Whole Foods stock. Timely ownership of packaged food conglomerate Kraft Foods also aided results.

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

Fidelity Consumer Staples Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Procter & Gamble Co.

16.7

16.2

The Coca-Cola Co.

10.6

10.2

PepsiCo, Inc.

8.8

8.5

CVS Caremark Corp.

5.6

5.9

Wal-Mart Stores, Inc.

4.5

1.9

Nestle SA (Reg.)

4.0

4.5

British American Tobacco PLC sponsored ADR

3.7

3.6

Kimberly-Clark Corp.

3.6

0.0

Avon Products, Inc.

3.4

3.2

Colgate-Palmolive Co.

3.2

3.4

 

64.1

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Beverages 32.0%

 

FID98

Household Products 24.1%

 

FID100

Food & Staples Retailing 15.5%

 

FID102

Food Products 14.1%

 

FID104

Tobacco 7.8%

 

FID106

All Others * 6.5%

 

FID126

As of March 31, 2008

FID96

Beverages 33.0%

 

FID98

Household Products 19.6%

 

FID100

Food & Staples Retailing 16.3%

 

FID102

Food Products 14.6%

 

FID104

Tobacco 7.1%

 

FID106

All Others * 9.4%

 

FID134

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Consumer Staples Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value

BEVERAGES - 32.0%

Brewers - 6.0%

Anadolu Efes Biracilik ve Malt Sanyii AS

127,000

$ 1,303,329

Carlsberg AS Series B

16,100

1,227,230

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

50,800

2,774,188

Heineken NV (Bearer)

39,800

1,598,490

InBev SA

128,700

7,654,248

Molson Coors Brewing Co. Class B

224,020

10,472,935

SABMiller PLC

364,700

7,121,247

 

32,151,667

Distillers & Vintners - 4.1%

Constellation Brands, Inc. Class A (sub. vtg.) (a)

265,200

5,691,192

Diageo PLC

461,200

7,868,492

Pernod Ricard SA

81,220

7,152,211

Remy Cointreau SA (d)

28,000

1,319,994

 

22,031,889

Soft Drinks - 21.9%

Coca-Cola Amatil Ltd.

188,736

1,260,066

Coca-Cola FEMSA SAB de CV sponsored ADR (d)

53,100

2,679,426

Coca-Cola Hellenic Bottling Co. SA sponsored ADR

169,000

3,758,560

Coca-Cola Icecek AS

175,000

1,425,774

Cott Corp. (a)

685,300

727,536

Embotelladora Andina SA sponsored ADR (d)

162,100

2,350,450

Fomento Economico Mexicano SA de CV sponsored ADR

33,500

1,277,690

PepsiCo, Inc.

656,400

46,781,628

The Coca-Cola Co.

1,071,700

56,671,496

 

116,932,626

TOTAL BEVERAGES

171,116,182

BIOTECHNOLOGY - 0.1%

Biotechnology - 0.1%

Senomyx, Inc. (a)(d)

123,400

559,002

FOOD & STAPLES RETAILING - 15.5%

Drug Retail - 8.0%

CVS Caremark Corp.

889,066

29,925,962

Walgreen Co. (d)

423,200

13,102,272

 

43,028,234

Common Stocks - continued

Shares

Value

FOOD & STAPLES RETAILING - CONTINUED

Food Distributors - 1.1%

Sysco Corp.

141,100

$ 4,350,113

United Natural Foods, Inc. (a)

54,100

1,351,959

 

5,702,072

Food Retail - 1.9%

Kroger Co.

151,400

4,160,472

Safeway, Inc.

249,000

5,906,280

 

10,066,752

Hypermarkets & Super Centers - 4.5%

Wal-Mart Stores, Inc.

405,808

24,303,841

TOTAL FOOD & STAPLES RETAILING

83,100,899

FOOD PRODUCTS - 14.1%

Agricultural Products - 2.6%

Archer Daniels Midland Co.

231,400

5,069,974

Bunge Ltd. (d)

107,400

6,785,532

Corn Products International, Inc.

29,900

965,172

SLC Agricola SA

143,000

1,202,723

 

14,023,401

Packaged Foods & Meats - 11.5%

Cadbury PLC sponsored ADR

10,304

421,846

Groupe Danone (d)

94,500

6,700,684

Kraft Foods, Inc. Class A

279,400

9,150,350

Lindt & Spruengli AG

50

1,353,419

Marine Harvest ASA (a)(d)

2,420,000

1,207,323

Nestle SA (Reg.)

500,771

21,644,015

Perdigao SA (ON)

60,600

1,148,385

Pilgrims Pride Corp. Class B

25,000

62,250

Sadia SA ADR (d)

83,500

782,395

Tyson Foods, Inc. Class A

230,000

2,746,200

Unilever PLC

535,100

14,551,048

Wimm-Bill-Dann Foods OJSC sponsored ADR

20,200

1,434,200

 

61,202,115

TOTAL FOOD PRODUCTS

75,225,516

HOTELS, RESTAURANTS & LEISURE - 0.0%

Restaurants - 0.0%

Starbucks Corp. (a)

1,000

14,870

Common Stocks - continued

Shares

Value

HOUSEHOLD PRODUCTS - 24.1%

Household Products - 24.1%

Colgate-Palmolive Co.

227,400

$ 17,134,590

Energizer Holdings, Inc. (a)

42,300

3,407,265

Kimberly-Clark Corp.

294,500

19,095,380

Procter & Gamble Co.

1,282,802

89,398,469

 

129,035,704

PERSONAL PRODUCTS - 4.1%

Personal Products - 4.1%

Avon Products, Inc.

441,211

18,341,141

Bare Escentuals, Inc. (a)(d)

111,330

1,210,157

Estee Lauder Companies, Inc. Class A

100

4,991

Herbalife Ltd.

32,206

1,272,781

Physicians Formula Holdings, Inc. (a)

156,850

933,258

 

21,762,328

PHARMACEUTICALS - 0.8%

Pharmaceuticals - 0.8%

Johnson & Johnson

59,200

4,101,376

TOBACCO - 7.8%

Tobacco - 7.8%

Altria Group, Inc.

485,200

9,626,368

British American Tobacco PLC sponsored ADR

319,700

19,821,400

Lorillard, Inc.

16,100

1,145,515

Philip Morris International, Inc.

176,200

8,475,220

Souza Cruz Industria Comerico

125,000

2,957,526

 

42,026,029

TOTAL COMMON STOCKS

(Cost $485,478,839)

526,941,906

Money Market Funds - 3.2%

Shares

Value

Fidelity Cash Central Fund, 1.92% (b)

5,679,303

$ 5,679,303

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

11,627,617

11,627,617

TOTAL MONEY MARKET FUNDS

(Cost $17,306,920)

17,306,920

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $502,785,759)

544,248,826

NET OTHER ASSETS - (1.7)%

(8,946,346 )

NET ASSETS - 100%

$ 535,302,480

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 193,388

Fidelity Securities Lending Cash Central Fund

353,683

Total

$ 547,071

Other Information

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

United States of America

75.2%

United Kingdom

9.3%

Switzerland

4.3%

France

2.8%

Brazil

1.6%

Belgium

1.4%

Bermuda

1.3%

Others (individually less than 1%)

4.1%

 

100.0%

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

Annual Report

Fidelity Consumer Staples Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,221,421) - See accompanying schedule:

Unaffiliated issuers (cost $485,478,839)

$ 526,941,906

 

Fidelity Central Funds (cost $17,306,920)

17,306,920

 

Total Investments (cost $502,785,759)

 

$ 544,248,826

Foreign currency held at value (cost $585,685)

585,848

Receivable for investments sold

4,259,913

Dividends receivable

1,336,427

Distributions receivable from Fidelity Central Funds

18,678

Total assets

550,449,692

 

 

 

Liabilities

Payable for investments purchased

3,508,175

Payable for fund shares redeemed

460

Other payables and accrued expenses

10,960

Collateral on securities loaned, at value

11,627,617

Total liabilities

15,147,212

 

 

 

Net Assets

$ 535,302,480

Net Assets consist of:

 

Paid in capital

$ 493,869,150

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

41,433,330

Net Assets , for 4,655,738 shares outstanding

$ 535,302,480

Net Asset Value , offering price and redemption price per share ($535,302,480 ÷ 4,655,738 shares)

$ 114.98

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

Annual Report

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 12,426,715

Interest

 

275

Income from Fidelity Central Funds (including $353,683 from security lending)

 

547,071

Total income

 

12,974,061

 

 

 

Expenses

Custodian fees and expenses

$ 69,646

Independent directors' compensation

2,459

Total expenses before reductions

72,105

Expense reductions

(2,771 )

69,334

Net investment income (loss)

12,904,727

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

7,115,449

Foreign currency transactions

(52,596 )

Total net realized gain (loss)

 

7,062,853

Change in net unrealized appreciation (depreciation) on:

Investment securities

(58,522,282)

Assets and liabilities in foreign currencies

(34,926 )

Total change in net unrealized appreciation (depreciation)

 

(58,557,208 )

Net gain (loss)

(51,494,355 )

Net increase (decrease) in net assets resulting from operations

$ (38,589,628 )

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

Annual Report

Fidelity Consumer Staples Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,904,727

$ 11,990,718

Net realized gain (loss)

7,062,853

76,276,486

Change in net unrealized appreciation (depreciation)

(58,557,208 )

29,522,393

Net increase (decrease) in net assets resulting from operations

(38,589,628 )

117,789,597

Distributions to partners from net investment income

(12,699,130 )

(11,992,374 )

Affiliated share transactions
Proceeds from sales of shares

16,720,823

2,713,518

Reinvestment of distributions

5,673,850

422

Cost of shares redeemed

(19,461,729 )

(94,441,978 )

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

2,932,944

(91,728,038 )

Total increase (decrease) in net assets

(48,355,814)

14,069,185

 

 

 

Net Assets

Beginning of period

583,658,294

569,589,109

End of period

$ 535,302,480

$ 583,658,294

Other Information

Shares

Sold

134,806

23,590

Issued in reinvestment of distributions

47,522

3

Redeemed

(153,199 )

(842,790 )

Net increase (decrease)

29,129

(819,197 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 126.15

$ 104.59

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  2.77

  2.43

  .39

Net realized and unrealized gain (loss)

  (11.21 )

  21.58

  4.58

Total from investment operations

  (8.44 )

  24.01

  4.97

Distributions to partners from net investment income

  (2.73 )

  (2.45 )

  (.38 )

Net asset value, end of period

$ 114.98

$ 126.15

$ 104.59

Total Return A, B

  (6.82)%

  23.21%

  4.97%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  .01%

  .01%

  -% F

Expenses net of fee waivers, if any

  .01%

  .01%

  -% F

Expenses net of all reductions

  .01%

  .01%

  -% F

Net investment income (loss)

  2.23%

  2.14%

  .37%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 535,302

$ 583,658

$ 569,589

Portfolio turnover rate E

  59%

  93%

  10% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Energy Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Energy Central Fund

-20.73%

5.65%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Energy Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Energy Index performed over the same period.


FID136

Annual Report

Fidelity Energy Central Fund

Management's Discussion of Fund Performance

Comments from John Dowd, Portfolio Manager of Fidelity® Energy Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year ending September 30, 2008, the fund returned -20.73%, lagging the -13.40% return of the MSCI US Investable Market Energy Index, but beating the S&P 500. As economic indicators and the overall business climate worsened during the period, the environment for energy and energy-related stocks became more volatile. In a flight to quality, investors moved away from more-cyclical issues such as oil-rig stocks, favoring integrated oil companies and other companies that rely less on borrowing and financial leverage. The fund's biggest losses versus the MSCI index were from oil and gas refining/marketing stocks Valero Energy and Tesoro, which declined when rising crude oil prices squeezed profit margins just as higher gasoline prices dampened demand. Oil-rig manufacturer National Oilwell Varco also declined sharply as investors fled cyclical stocks, while production missteps reduced returns from oil and gas exploration/production (E&P) company Plains Exploration & Production. The fund's underweighting in Exxon Mobil also hurt its relative return, as did not owning oil and gas E&P firm and index component Devon Energy. Contributors included natural gas producer Range Resources, coal companies CONSOL Energy and Peabody Energy, and an out-of-index position in Danish alternative energy product manufacturer Vestas Wind Systems.

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

Fidelity Energy Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Chevron Corp.

7.0

0.0

National Oilwell Varco, Inc.

5.8

5.5

Valero Energy Corp.

5.6

5.6

Range Resources Corp.

4.1

6.5

Nabors Industries Ltd.

3.8

3.6

Occidental Petroleum Corp.

3.7

1.6

Schlumberger Ltd. (NY Shares)

3.4

4.3

Hess Corp.

3.1

1.5

Cabot Oil & Gas Corp.

3.1

4.0

Petrohawk Energy Corp.

2.8

1.6

 

42.4

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Oil, Gas & Consumable Fuels 63.4%

 

FID98

Energy Equipment & Services 27.9%

 

FID100

Electrical Equipment 4.6%

 

FID102

Construction & Engineering 0.5%

 

FID104

Metals & Mining 0.4%

 

FID106

All Others * 3.2%

 

FID144

As of March 31, 2008

FID96

Oil, Gas & Consumable Fuels 64.3%

 

FID98

Energy Equipment & Services 29.1%

 

FID100

Electrical Equipment 4.2%

 

FID102

Construction & Engineering 0.6%

 

FID104

Chemicals 0.5%

 

FID106

All Others * 1.3%

 

FID152

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Energy Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 97.3%

Shares

Value

COMMERCIAL SERVICES & SUPPLIES - 0.0%

Environmental & Facility Services - 0.0%

Fuel Tech, Inc. (a)

13,701

$ 247,851

CONSTRUCTION & ENGINEERING - 0.5%

Construction & Engineering - 0.5%

Jacobs Engineering Group, Inc. (a)

53,912

2,927,961

ELECTRICAL EQUIPMENT - 4.6%

Electrical Components & Equipment - 4.1%

Energy Conversion Devices, Inc. (a)

54

3,146

Evergreen Solar, Inc. (a)

284,681

1,571,439

First Solar, Inc. (a)

16,900

3,192,579

JA Solar Holdings Co. Ltd. ADR (a)(d)

494,300

5,229,694

Q-Cells AG (a)

38,307

3,211,024

Renewable Energy Corp. AS (a)

100,800

1,868,021

Sunpower Corp.:

Class A (a)(d)

67,902

4,816,289

Class B (a)

7,800

538,590

Suntech Power Holdings Co. Ltd. sponsored ADR (a)

86,300

3,095,581

 

23,526,363

Heavy Electrical Equipment - 0.5%

Vestas Wind Systems AS (a)

32,717

2,855,027

TOTAL ELECTRICAL EQUIPMENT

26,381,390

ENERGY EQUIPMENT & SERVICES - 27.9%

Oil & Gas Drilling - 9.9%

Atwood Oceanics, Inc. (a)

140,300

5,106,920

Diamond Offshore Drilling, Inc.

80

8,245

ENSCO International, Inc.

79,100

4,558,533

Helmerich & Payne, Inc.

67,300

2,906,687

Hercules Offshore, Inc. (a)

206,093

3,124,370

Nabors Industries Ltd. (a)

868,623

21,646,085

Noble Corp.

140,330

6,160,487

Patterson-UTI Energy, Inc.

324,530

6,497,091

Rowan Companies, Inc.

132,100

4,035,655

Transocean, Inc. (a)

18,675

2,051,262

 

56,095,335

Oil & Gas Equipment & Services - 18.0%

BJ Services Co.

352,355

6,740,551

Complete Production Services, Inc. (a)

67,470

1,358,171

Exterran Holdings, Inc. (a)

54,895

1,754,444

Common Stocks - continued

Shares

Value

ENERGY EQUIPMENT & SERVICES - CONTINUED

Oil & Gas Equipment & Services - continued

FMC Technologies, Inc. (a)

89,600

$ 4,170,880

Fugro NV (Certificaten Van Aandelen) unit

33,150

1,956,894

Global Industries Ltd. (a)(d)

326,578

2,266,451

Halliburton Co.

243,800

7,896,682

Helix Energy Solutions Group, Inc. (a)

56,900

1,381,532

NATCO Group, Inc. Class A (a)

780

31,340

National Oilwell Varco, Inc. (a)

650,595

32,679,387

Oil States International, Inc. (a)

50,400

1,781,640

ProSafe ASA

101,800

557,090

Schlumberger Ltd. (NY Shares)

247,200

19,303,848

Smith International, Inc.

37,573

2,203,281

Superior Energy Services, Inc. (a)

107,700

3,353,778

Tenaris SA sponsored ADR

28,900

1,077,681

Tidewater, Inc.

29,641

1,640,926

TSC Offshore Group Ltd. (a)

1,216,000

289,880

Weatherford International Ltd. (a)

469,590

11,805,493

 

102,249,949

TOTAL ENERGY EQUIPMENT & SERVICES

158,345,284

GAS UTILITIES - 0.3%

Gas Utilities - 0.3%

Questar Corp.

34,872

1,426,962

Zhongyu Gas Holdings Ltd. (a)

4,720,000

391,130

 

1,818,092

MACHINERY - 0.2%

Industrial Machinery - 0.2%

Vallourec SA

4,100

884,375

METALS & MINING - 0.4%

Diversified Metals & Mining - 0.4%

Teck Cominco Ltd. Class B (sub. vtg.)

45,300

1,286,139

Timminco Ltd. (a)

56,700

777,734

 

2,063,873

OIL, GAS & CONSUMABLE FUELS - 63.4%

Coal & Consumable Fuels - 7.1%

Arch Coal, Inc.

199,915

6,575,204

CONSOL Energy, Inc.

274,186

12,582,396

Foundation Coal Holdings, Inc.

163,000

5,799,540

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Coal & Consumable Fuels - continued

International Coal Group, Inc. (a)(d)

24,800

$ 154,752

Natural Resource Partners LP

3,600

91,188

Peabody Energy Corp.

305,061

13,727,745

PT Bumi Resources Tbk

1,943,000

635,399

Walter Industries, Inc.

20,100

953,745

 

40,519,969

Integrated Oil & Gas - 16.3%

BP PLC sponsored ADR

5,800

290,986

Chevron Corp.

483,600

39,887,325

ConocoPhillips

29,500

2,160,875

Exxon Mobil Corp.

11

854

Hess Corp.

216,600

17,778,528

Marathon Oil Corp.

69,200

2,759,004

Occidental Petroleum Corp.

299,700

21,113,865

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

64,300

2,406,106

Royal Dutch Shell PLC Class A sponsored ADR

102,500

6,048,525

Suncor Energy, Inc.

1,800

74,408

 

92,520,476

Oil & Gas Exploration & Production - 29.8%

American Oil & Gas, Inc. NV (a)

62,005

161,833

Anadarko Petroleum Corp.

22,500

1,091,475

Berry Petroleum Co. Class A

90,029

3,486,823

Cabot Oil & Gas Corp.

490,800

17,737,512

Canadian Natural Resources Ltd.

212,600

14,580,797

Chesapeake Energy Corp.

303,300

10,876,338

Comstock Resources, Inc. (a)

119,753

5,993,638

Concho Resources, Inc. (a)

184,156

5,084,547

Continental Resources, Inc. (a)

543

21,302

Denbury Resources, Inc. (a)

274,100

5,218,864

EnCana Corp.

100

6,385

Encore Acquisition Co. (a)

108,006

4,512,491

EOG Resources, Inc.

969

86,687

EXCO Resources, Inc. (a)

172,647

2,817,599

Forest Oil Corp. (a)

79,900

3,963,040

Goodrich Petroleum Corp. (a)(d)

28,200

1,229,238

Kodiak Oil & Gas Corp. (a)

123,930

185,895

Newfield Exploration Co. (a)

16,300

521,437

Nexen, Inc.

211,700

4,912,617

Northern Oil & Gas, Inc. (a)(d)

8,900

72,357

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Oil Search Ltd.

389,627

$ 1,743,580

OPTI Canada, Inc. (a)

88,300

916,681

Penn Virginia Corp.

104,566

5,588,007

Petrobank Energy & Resources Ltd. (a)

18,300

693,729

Petrohawk Energy Corp. (a)(d)

740,100

16,008,363

Petroquest Energy, Inc. (a)(d)

120,802

1,854,311

Plains Exploration & Production Co. (a)

303,456

10,669,513

Quicksilver Resources, Inc. (a)

385,300

7,563,439

Range Resources Corp.

545,635

23,391,372

SandRidge Energy, Inc.

71,500

1,401,400

Southwestern Energy Co. (a)

420,600

12,845,124

Stone Energy Corp. (a)

49,600

2,099,568

Talisman Energy, Inc.

92,800

1,309,523

Vanguard Natural Resources LLC (d)

4,200

49,350

Whiting Petroleum Corp. (a)

8,400

598,584

XTO Energy, Inc.

1,500

69,780

 

169,363,199

Oil & Gas Refining & Marketing - 8.8%

Frontier Oil Corp.

345,500

6,364,110

Holly Corp.

117,502

3,398,158

Petroplus Holdings AG

36,981

1,414,745

Sunoco, Inc. (d)

2,364

84,111

Tesoro Corp.

383,565

6,324,987

Valero Energy Corp.

1,046,895

31,720,919

Western Refining, Inc. (d)

88,879

898,567

 

50,205,597

Oil & Gas Storage & Transport - 1.4%

Williams Companies, Inc.

323,173

7,643,041

TOTAL OIL, GAS & CONSUMABLE FUELS

360,252,282

TOTAL COMMON STOCKS

(Cost $633,668,248)

552,921,108

Money Market Funds - 4.7%

Shares

Value

Fidelity Cash Central Fund, 1.92% (b)

4,033,624

$ 4,033,624

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

22,814,319

22,814,319

TOTAL MONEY MARKET FUNDS

(Cost $26,847,943)

26,847,943

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $660,516,191)

579,769,051

NET OTHER ASSETS - (2.0)%

(11,138,888 )

NET ASSETS - 100%

$ 568,630,163

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 128,686

Fidelity Securities Lending Cash Central Fund

302,406

Total

$ 431,092

Other Information

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

United States of America

84.7%

Canada

4.4%

Netherlands Antilles

3.4%

Cayman Islands

3.1%

United Kingdom

1.2%

Others (individually less than 1%)

3.2%

 

100.0%

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

Annual Report

Fidelity Energy Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,057,671) - See accompanying schedule:

Unaffiliated issuers (cost $633,668,248)

$ 552,921,108

 

Fidelity Central Funds (cost $26,847,943)

26,847,943

 

Total Investments (cost $660,516,191)

 

$ 579,769,051

Cash

492,605

Receivable for investments sold

12,262,761

Dividends receivable

297,713

Distributions receivable from Fidelity Central Funds

78,442

Total assets

592,900,572

 

 

 

Liabilities

Payable for investments purchased

1,380,327

Payable for fund shares redeemed

609

Other payables and accrued expenses

75,154

Collateral on securities loaned, at value

22,814,319

Total liabilities

24,270,409

 

 

 

Net Assets

$ 568,630,163

Net Assets consist of:

 

Paid in capital

$ 649,451,498

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(80,821,335 )

Net Assets , for 5,147,061 shares outstanding

$ 568,630,163

Net Asset Value , offering price and redemption price per share ($568,630,163 ÷ 5,147,061 shares)

$ 110.48

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

Annual Report

Fidelity Energy Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 5,833,680

Interest

 

995

Income from Fidelity Central Funds (including $302,406 from security lending)

 

431,092

Total income

 

6,265,767

 

 

 

Expenses

Custodian fees and expenses

$ 44,762

Independent directors' compensation

3,336

Total expenses before reductions

48,098

Expense reductions

(3,336 )

44,762

Net investment income (loss)

6,221,005

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $3,243)

131,069,633

Foreign currency transactions

(29,519 )

Total net realized gain (loss)

 

131,040,114

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $60,415)

(278,411,498)

Assets and liabilities in foreign currencies

(4,418 )

Total change in net unrealized appreciation (depreciation)

 

(278,415,916 )

Net gain (loss)

(147,375,802 )

Net increase (decrease) in net assets resulting from operations

$ (141,154,797 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,221,005

$ 7,047,831

Net realized gain (loss)

131,040,114

16,785,687

Change in net unrealized appreciation (depreciation)

(278,415,916 )

230,442,718

Net increase (decrease) in net assets resulting from operations

(141,154,797 )

254,276,236

Distributions to partners from net investment income

(6,159,006 )

(6,992,643 )

Affiliated share transactions
Proceeds from sales of shares

22,064,048

3,096,329

Reinvestment of distributions

3,830

235

Cost of shares redeemed

(46,214,945 )

(126,471,092 )

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

(24,147,067 )

(123,374,528 )

Total increase (decrease) in net assets

(171,460,870)

123,909,065

 

 

 

Net Assets

Beginning of period

740,091,033

616,181,968

End of period

$ 568,630,163

$ 740,091,033

Other Information

Shares

Sold

153,630

28,720

Issued in reinvestment of distributions

25

2

Redeemed

(275,359 )

(1,102,045 )

Net increase (decrease)

(121,704 )

(1,073,323 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 140.47

$ 97.16

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  1.18

  1.22 G

  .29

Net realized and unrealized gain (loss)

  (29.99 )

  43.31

  (2.85 )

Total from investment operations

  (28.81 )

  44.53

  (2.56 )

Distributions to partners from net investment income

  (1.18 )

  (1.22 )

  (.28 )

Net asset value, end of period

$ 110.48

$ 140.47

$ 97.16

Total Return A, B

  (20.73)%

  46.10%

  (2.57)%

Ratios to Average Net Assets D, I

 

 

 

Expenses before reductions

  .01%

  -% F

  -% F

Expenses net of fee waivers, if any

  .01%

  -% F

  -% F

Expenses net of all reductions

  .01%

  -% F

  -% F

Net investment income (loss)

  .80%

  1.05% G

  .28%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 568,630

$ 740,091

$ 616,182

Portfolio turnover rate E

  108%

  52%

  12% J

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G Investment income per share reflects a special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .94%.

H For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Financials Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Financials Central Fund

-38.65%

-15.07%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Financials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Financials Index performed over the same period.


FID154

Annual Report

Fidelity Financials Central Fund

Management's Discussion of Fund Performance

Comments from Richard Manuel, Portfolio Manager of Fidelity® Financials Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year, the fund returned -38.65%, lagging both the -33.71% return of the MSCI US Investable Market Financials Index and that of the S&P 500. Financial stocks sank as rising mortgage defaults weakened the credit quality of mortgage originators and eroded the value of investment portfolios with mortgage exposure. The fund trailed the MSCI index mainly because of disappointing stock selection, particularly among thrifts/mortgage finance companies and property/casualty insurers. Detractors included mortgage giants Fannie Mae and Freddie Mac, as well as American International Group, a multi-line insurer not in the index, all of which lost more than 80% of their values. Freddie Mac was no longer held at period end. Conversely, an overweighting in reinsurance, stock and market selection in investment banking/brokerage and diversified banks, and stock selection in consumer finance benefited the fund. A small cash position also was helpful. The best individual contributors were ACE Ltd., a property and casualty insurer with below-average mortgage exposure, and State Street, an asset manager and custody bank with good business growth. Neither stock declined as much as the index.

Note to shareholders: Benjamin Hesse will become Co-Manager of Financials Central Fund on October 1, 2008.

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

Fidelity Financials Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Bank of America Corp.

7.3

5.0

JPMorgan Chase & Co.

7.2

6.3

Wells Fargo & Co.

6.9

4.7

Citigroup, Inc.

5.3

4.7

ACE Ltd.

3.7

3.8

Everest Re Group Ltd.

2.9

2.7

Goldman Sachs Group, Inc.

2.9

1.4

PNC Financial Services Group, Inc.

2.7

2.1

U.S. Bancorp, Delaware

2.7

2.1

MetLife, Inc.

2.3

2.2

 

43.9

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Diversified Financial Services 23.4%

 

FID98

Insurance 21.3%

 

FID100

Commercial Banks 19.7%

 

FID102

Capital Markets 18.0%

 

FID104

Real Estate Investment Trusts 5.5%

 

FID106

All Others * 12.1%

 

FID162

As of March 31, 2008

FID96

Insurance 28.9%

 

FID98

Diversified Financial Services 18.9%

 

FID100

Capital Markets 16.6%

 

FID102

Commercial Banks 12.6%

 

FID104

Real Estate Investment Trusts 6.4%

 

FID106

All Others * 16.6%

 

FID170

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Financials Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value

CAPITAL MARKETS - 18.0%

Asset Management & Custody Banks - 9.5%

Bank of New York Mellon Corp.

576,300

$ 18,775,854

EFG International (d)

177,050

5,112,096

Fortress Investment Group LLC (d)

176,200

1,850,100

Franklin Resources, Inc.

148,600

13,096,118

GLG Partners, Inc. (d)

237,000

1,284,540

Janus Capital Group, Inc.

277,500

6,737,700

Julius Baer Holding AG

70,021

3,482,486

KKR Private Equity Investors, LP

201,900

1,968,525

Legg Mason, Inc.

26,700

1,016,202

State Street Corp.

310,169

17,642,413

T. Rowe Price Group, Inc.

90,100

4,839,271

The Blackstone Group LP

157,600

2,417,584

 

78,222,889

Investment Banking & Brokerage - 8.5%

Charles Schwab Corp.

631,000

16,406,000

Goldman Sachs Group, Inc.

184,700

23,641,600

Lazard Ltd. Class A

79,900

3,416,524

Merrill Lynch & Co., Inc.

469,300

11,873,290

Morgan Stanley

666,200

15,322,600

 

70,660,014

TOTAL CAPITAL MARKETS

148,882,903

COMMERCIAL BANKS - 19.4%

Diversified Banks - 10.3%

Banco Latin Americano de Exporaciones SA (BLADEX) Series E

120,300

1,734,726

ICICI Bank Ltd. sponsored ADR (d)

47,100

1,107,792

KB Financial Group, Inc. ADR (a)

31,100

1,420,959

U.S. Bancorp, Delaware

607,200

21,871,344

Wachovia Corp.

331,502

1,160,257

Wells Fargo & Co.

1,530,900

57,454,677

 

84,749,755

Regional Banks - 9.1%

Associated Banc-Corp. (d)

381,600

7,612,920

Boston Private Financial Holdings, Inc. (d)

270,500

2,364,170

Cathay General Bancorp (d)

187,100

4,452,980

Center Financial Corp., California

58,514

747,224

Colonial Bancgroup, Inc. (d)

514,100

4,040,826

Huntington Bancshares, Inc. (d)

614,000

4,905,860

KeyCorp

712,300

8,504,862

Common Stocks - continued

Shares

Value

COMMERCIAL BANKS - CONTINUED

Regional Banks - continued

M&T Bank Corp. (d)

85,400

$ 7,621,950

National City Corp. (d)

1,772,700

3,102,225

PNC Financial Services Group, Inc.

292,800

21,872,160

UCBH Holdings, Inc.

46,000

294,860

Wintrust Financial Corp.

200,200

5,875,870

Zions Bancorp (d)

108,600

4,202,820

 

75,598,727

TOTAL COMMERCIAL BANKS

160,348,482

CONSUMER FINANCE - 5.1%

Consumer Finance - 5.1%

American Express Co.

179,200

6,349,056

Capital One Financial Corp. (d)

293,800

14,983,800

Discover Financial Services

443,350

6,127,097

Dollar Financial Corp. (a)

138,700

2,134,593

Promise Co. Ltd.

219,500

4,248,960

SLM Corp. (a)

696,400

8,593,576

 

42,437,082

DIVERSIFIED FINANCIAL SERVICES - 23.4%

Other Diversifed Financial Services - 19.8%

Bank of America Corp.

1,723,246

60,313,610

Citigroup, Inc.

2,145,199

43,998,031

JPMorgan Chase & Co.

1,288,000

60,149,600

 

164,461,241

Specialized Finance - 3.6%

CIT Group, Inc. (d)

917,500

6,385,800

CME Group, Inc.

39,137

14,539,787

Deutsche Boerse AG

57,000

5,214,241

JSE Ltd.

124,300

820,066

KKR Financial Holdings LLC

442,000

2,811,120

 

29,771,014

TOTAL DIVERSIFIED FINANCIAL SERVICES

194,232,255

Common Stocks - continued

Shares

Value

INSURANCE - 21.3%

Insurance Brokers - 0.5%

National Financial Partners Corp. (d)

125,900

$ 1,888,500

Willis Group Holdings Ltd.

76,400

2,464,664

 

4,353,164

Life & Health Insurance - 6.4%

AFLAC, Inc.

138,800

8,154,500

MetLife, Inc. (d)

347,800

19,476,800

Principal Financial Group, Inc. (d)

230,000

10,002,700

Prudential Financial, Inc.

216,700

15,602,400

 

53,236,400

Multi-Line Insurance - 1.6%

Assurant, Inc.

88,300

4,856,500

Hartford Financial Services Group, Inc.

211,280

8,660,367

 

13,516,867

Property & Casualty Insurance - 6.8%

ACE Ltd.

566,640

30,672,223

Argo Group International Holdings, Ltd. (a)

141,190

5,202,852

Axis Capital Holdings Ltd.

89,700

2,844,387

Berkshire Hathaway, Inc. Class A (a)

71

9,272,600

LandAmerica Financial Group, Inc. (d)

62,200

1,508,350

MBIA, Inc. (d)

172,200

2,049,180

The Travelers Companies, Inc.

51,500

2,327,800

United America Indemnity Ltd. Class A (a)

180,800

2,572,784

 

56,450,176

Reinsurance - 6.0%

Everest Re Group Ltd.

280,900

24,306,277

IPC Holdings Ltd.

142,000

4,289,820

Max Capital Group Ltd.

218,600

5,078,078

Montpelier Re Holdings Ltd.

127,498

2,104,992

Platinum Underwriters Holdings Ltd.

184,600

6,549,608

RenaissanceRe Holdings Ltd.

135,200

7,030,400

 

49,359,175

TOTAL INSURANCE

176,915,782

IT SERVICES - 0.5%

Data Processing & Outsourced Services - 0.5%

Visa, Inc.

65,700

4,033,323

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - 5.5%

Mortgage REITs - 1.6%

Annaly Capital Management, Inc.

854,300

$ 11,490,335

Chimera Investment Corp. (d)

307,590

1,910,134

 

13,400,469

Residential REITs - 0.6%

Equity Lifestyle Properties, Inc.

94,900

5,032,547

Retail REITs - 3.3%

Developers Diversified Realty Corp.

281,900

8,933,411

General Growth Properties, Inc.

258,000

3,895,800

Simon Property Group, Inc.

150,700

14,617,900

 

27,447,111

TOTAL REAL ESTATE INVESTMENT TRUSTS

45,880,127

REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.0%

Diversified Real Estate Activities - 1.0%

Meruelo Maddux Properties, Inc. (a)

389,500

475,190

Mitsubishi Estate Co. Ltd.

393,000

7,747,036

 

8,222,226

THRIFTS & MORTGAGE FINANCE - 1.3%

Thrifts & Mortgage Finance - 1.3%

FirstFed Financial Corp. (a)(d)

124,300

974,512

Hudson City Bancorp, Inc.

485,200

8,951,940

IndyMac Bancorp, Inc.

140,500

22,480

Radian Group, Inc.

192,400

969,696

Washington Mutual, Inc.

779,400

63,910

 

10,982,538

TOTAL COMMON STOCKS

(Cost $864,816,979)

791,934,718

Convertible Preferred Stocks - 0.5%

 

 

 

 

COMMERCIAL BANKS - 0.3%

Regional Banks - 0.3%

Huntington Bancshares, Inc. 8.50%

3,200

2,457,568

UCBH Holdings, Inc. Series B, 8.50%

180

272,444

 

2,730,012

Convertible Preferred Stocks - continued

Shares

Value

DIVERSIFIED FINANCIAL SERVICES - 0.0%

Specialized Finance - 0.0%

CIT Group, Inc. Series C, 8.75%

8,700

$ 253,344

INSURANCE - 0.0%

Multi-Line Insurance - 0.0%

American International Group, Inc. Series A, 8.50%

30,300

261,731

THRIFTS & MORTGAGE FINANCE - 0.2%

Thrifts & Mortgage Finance - 0.2%

Fannie Mae 8.75%

451,200

1,118,976

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $9,452,802)

4,364,063

Money Market Funds - 9.3%

 

 

 

 

Fidelity Cash Central Fund, 1.92% (b)

25,990,878

25,990,878

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

50,652,925

50,652,925

TOTAL MONEY MARKET FUNDS

(Cost $76,643,803)

76,643,803

TOTAL INVESTMENT PORTFOLIO - 105.3%

(Cost $950,913,584)

872,942,584

NET OTHER ASSETS - (5.3)%

(43,835,676 )

NET ASSETS - 100%

$ 829,106,908

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 1,203,660

Fidelity Securities Lending Cash Central Fund

1,047,415

Total

$ 2,251,075

Other Information

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

United States of America

84.5%

Bermuda

7.6%

Switzerland

4.7%

Japan

1.4%

Others (individually less than 1%)

1.8%

 

100.0%

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

Annual Report

Fidelity Financials Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $51,576,052) - See accompanying schedule:

Unaffiliated issuers (cost $874,269,781)

$ 796,298,781

 

Fidelity Central Funds (cost $76,643,803)

76,643,803

 

Total Investments (cost $950,913,584)

 

$ 872,942,584

Cash

236,993

Receivable for investments sold

14,512,901

Dividends receivable

1,799,378

Distributions receivable from Fidelity Central Funds

278,416

Other receivables

93,035

Total assets

889,863,307

 

 

 

Liabilities

Payable for investments purchased

$ 10,099,068

Payable for fund shares redeemed

723

Other payables and accrued expenses

3,683

Collateral on securities loaned, at value

50,652,925

Total liabilities

60,756,399

 

 

 

Net Assets

$ 829,106,908

Net Assets consist of:

 

Paid in capital

$ 907,078,486

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(77,971,578 )

Net Assets , for 12,588,010 shares outstanding

$ 829,106,908

Net Asset Value , offering price and redemption price per share ($829,106,908 ÷ 12,588,010 shares)

$ 65.86

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

Annual Report

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 28,811,593

Interest

 

12,085

Income from Fidelity Central Funds (including $1,047,415 from security lending)

 

2,251,075

Total income

 

31,074,753

 

 

 

Expenses

Custodian fees and expenses

$ 18,951

Independent directors' compensation

4,587

Interest

1,001

Total expenses before reductions

24,539

Expense reductions

(9,256 )

15,283

Net investment income (loss)

31,059,470

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(311,203,692)

Investment not meeting investment restrictions

(95,844)

Foreign currency transactions

(15,232)

Payment from investment advisor for loss on investment not meeting investment restrictions

102,247

Total net realized gain (loss)

 

(311,212,521)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(235,490,226)

Assets and liabilities in foreign currencies

(1,588 )

Total change in net unrealized appreciation (depreciation)

 

(235,491,814 )

Net gain (loss)

(546,704,335 )

Net increase (decrease) in net assets resulting from operations

$ (515,644,865 )

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

Annual Report

Fidelity Financials Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30, 2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 31,059,470

$ 32,800,329

Net realized gain (loss)

(311,212,521)

64,847,753

Change in net unrealized appreciation (depreciation)

(235,491,814 )

(12,548,214 )

Net increase (decrease) in net assets resulting from operations

(515,644,865 )

85,099,868

Distributions to partners from net investment income

(32,890,411 )

(32,116,201 )

Affiliated share transactions
Proceeds from sales of shares

45,410,729

5,327,679

Reinvestment of distributions

11,219,440

1,090

Cost of shares redeemed

(3,898,602 )

(264,869,826 )

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

52,731,567

(259,541,057 )

Total increase (decrease) in net assets

(495,803,709)

(206,557,390)

 

 

 

Net Assets

Beginning of period

1,324,910,617

1,531,468,007

End of period

$ 829,106,908

$ 1,324,910,617

Other Information

Shares

Sold

523,609

46,885

Issued in reinvestment of distributions

161,714

10

Redeemed

(48,595 )

(2,280,693 )

Net increase (decrease)

636,728

(2,233,798 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 110.86

$ 107.96

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  2.54

  2.56

  .47

Net realized and unrealized gain (loss)

  (44.85 )

  2.87

  7.95

Total from investment operations

  (42.31 )

  5.43

  8.42

Distributions to partners from net investment income

  (2.69 )

  (2.53 )

  (.46 )

Net asset value, end of period

$ 65.86

$ 110.86

$ 107.96

Total Return A, B

  (38.65)%

  5.01%

  8.43%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  -% F

  -% F

  -% F

Expenses net of fee waivers, if any

  -% F

  -% F

  -% F

Expenses net of all reductions

  -% F

  -% F

  -% F

Net investment income (loss)

  2.96%

  2.25%

  .45%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 829,107

$ 1,324,911

$ 1,531,468

Portfolio turnover rate E

  53%

  35%

  4% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Health Care Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Health Care Central Fund

-15.90%

1.02%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Health Care Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Health Care Index performed over the same period.


FID172

Annual Report

Fidelity Health Care Central Fund

Management's Discussion of Fund Performance

Comments from Matthew Sabel, Portfolio Manager of Fidelity® Health Care Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year ending September 30, 2008, the fund returned -15.90%, underperforming the -11.23% return of the MSCI US Investable Market Health Care Index, but outperforming the S&P 500. Unfavorable security selection in pharmaceuticals, biotechnology, health care supplies and health care services hurt the fund's performance relative to the MSCI index the most. Out-of-benchmark positions in the fertilizers/agricultural chemicals and agricultural products areas also dampened relative performance. On the plus side, positive stock selection in the health care equipment, life sciences tools/services and managed health care areas helped performance, as did market-weighting decisions in these segments of the health care sector. Main detractors included underweighting pharmaceutical giant and major index component Johnson & Johnson and biotechnology firm Amgen; investments in Nighthawk Radiology Holdings; outsized stakes in Brazilian pharmaceutical distributor Profarma and medical diagnostics company Inverness Medical Innovations; and untimely ownership of pharmaceutical company Schering-Plough. Contributions came from underweighting mega-cap pharmaceutical company and large index constituent Pfizer and managed health care firm WellPoint. Investments in health care equipment provider and life sciences tools/services firm Bruker BioSciences further boosted the fund's relative return. Some stocks mentioned here were not held at period end.

Note to shareholders: Edward Yoon will become Co-Manager of the fund on October 1, 2008.

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

Fidelity Health Care Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Genentech, Inc.

7.6

2.4

Covidien Ltd.

5.5

2.4

Wyeth

5.1

4.9

Thermo Fisher Scientific, Inc.

4.7

3.3

Abbott Laboratories

4.2

4.5

Baxter International, Inc.

4.0

3.0

Pfizer, Inc.

3.0

0.0

Medtronic, Inc.

2.5

2.0

Teva Pharmaceutical Industries Ltd. sponsored ADR

2.5

1.1

UnitedHealth Group, Inc.

2.3

2.5

 

41.4

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Health Care
Equipment & Supplies 23.6%

 

FID98

Pharmaceuticals 19.8%

 

FID100

Biotechnology 17.9%

 

FID102

Health Care
Providers & Services 13.8%

 

FID104

Life Sciences Tools & Services 12.3%

 

FID106

All Others * 12.6%

 

FID180

As of March 31, 2008

FID96

Pharmaceuticals 24.8%

 

FID98

Health Care
Equipment & Supplies 22.2%

 

FID100

Health Care
Providers & Services 17.1%

 

FID102

Biotechnology 14.1%

 

FID104

Life Sciences Tools & Services 10.9%

 

FID106

All Others * 10.9%

 

FID188

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Health Care Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 96.1%

Shares

Value

BEVERAGES - 0.1%

Soft Drinks - 0.1%

Hansen Natural Corp. (a)(d)

11,500

$ 347,875

BIOTECHNOLOGY - 17.9%

Biotechnology - 17.9%

Alnylam Pharmaceuticals, Inc. (a)

72,063

2,086,224

Amgen, Inc. (a)

259,655

15,389,752

Biogen Idec, Inc. (a)

133,201

6,698,678

BioMarin Pharmaceutical, Inc. (a)(d)

313,034

8,292,271

Cephalon, Inc. (a)

67,000

5,191,830

Cougar Biotechnology, Inc. (a)

16,126

538,447

CSL Ltd.

140,259

4,248,862

Genentech, Inc. (a)

571,583

50,687,974

Genzyme Corp. (a)

104,668

8,466,595

GTx, Inc. (a)

78,700

1,496,874

Human Genome Sciences, Inc. (a)

57,700

366,395

ImClone Systems, Inc. (a)

25,574

1,596,841

Molecular Insight Pharmaceuticals, Inc. (a)

52,500

403,200

Myriad Genetics, Inc. (a)

39,300

2,549,784

Omrix Biopharmaceuticals, Inc. (a)

166,092

2,979,690

ONYX Pharmaceuticals, Inc. (a)(d)

91,293

3,302,981

OREXIGEN Therapeutics, Inc. (a)

61,800

666,822

PDL BioPharma, Inc.

86,176

802,299

RXi Pharmaceuticals Corp.

11,977

97,732

Theravance, Inc. (a)(d)

276,932

3,450,573

 

119,313,824

CHEMICALS - 4.5%

Fertilizers & Agricultural Chemicals - 4.4%

Monsanto Co.

138,649

13,723,478

Syngenta AG sponsored ADR

45,600

1,929,792

The Mosaic Co.

204,900

13,937,298

 

29,590,568

Specialty Chemicals - 0.1%

Jubilant Organosys Ltd.

114,895

703,369

TOTAL CHEMICALS

30,293,937

COMMERCIAL SERVICES & SUPPLIES - 0.1%

Diversified Support Services - 0.0%

PRG-Schultz International, Inc. (a)

6,900

61,824

Common Stocks - continued

Shares

Value

COMMERCIAL SERVICES & SUPPLIES - CONTINUED

Environmental & Facility Services - 0.1%

American Ecology Corp.

23,100

$ 639,177

TOTAL COMMERCIAL SERVICES & SUPPLIES

701,001

DIVERSIFIED CONSUMER SERVICES - 0.5%

Specialized Consumer Services - 0.5%

Carriage Services, Inc. Class A (a)

384,800

1,346,800

Hillenbrand, Inc.

22,000

443,520

Stewart Enterprises, Inc. Class A

153,210

1,204,231

StoneMor Partners LP

11,363

165,673

 

3,160,224

DIVERSIFIED FINANCIAL SERVICES - 0.1%

Other Diversifed Financial Services - 0.1%

MBF Healthcare Acquisition Corp. (a)

80,541

624,193

MBF Healthcare Acquisition Corp. warrants 4/16/11 (a)

112,141

22,428

 

646,621

ELECTRONIC EQUIPMENT & COMPONENTS - 0.3%

Electronic Equipment & Instruments - 0.3%

Mettler-Toledo International, Inc. (a)

23,071

2,260,958

FOOD & STAPLES RETAILING - 0.7%

Drug Retail - 0.7%

China Nepstar Chain Drugstore Ltd. ADR

21,300

104,157

CVS Caremark Corp.

138,432

4,659,621

 

4,763,778

FOOD PRODUCTS - 1.5%

Agricultural Products - 0.3%

Archer Daniels Midland Co.

30,960

678,334

Bunge Ltd.

23,400

1,478,412

 

2,156,746

Packaged Foods & Meats - 1.2%

Marine Harvest ASA (a)

864,000

431,044

Common Stocks - continued

Shares

Value

FOOD PRODUCTS - CONTINUED

Packaged Foods & Meats - continued

Nestle SA:

(Reg.)

140,983

$ 6,093,480

sponsored ADR

32,900

1,413,055

 

7,937,579

TOTAL FOOD PRODUCTS

10,094,325

HEALTH CARE EQUIPMENT & SUPPLIES - 23.6%

Health Care Equipment - 19.2%

Abaxis, Inc. (a)

16,100

317,170

American Medical Systems Holdings, Inc. (a)

212,806

3,779,435

Baxter International, Inc.

404,220

26,528,959

Beckman Coulter, Inc.

15,000

1,064,850

Boston Scientific Corp. (a)

1,071,500

13,147,305

C.R. Bard, Inc.

51,975

4,930,868

China Medical Technologies, Inc. sponsored ADR

17,300

563,634

CONMED Corp. (a)

9,200

294,400

Covidien Ltd.

677,910

36,444,442

Electro-Optical Sciences, Inc. (a)(d)

270,131

1,410,084

Electro-Optical Sciences, Inc. warrants 8/2/12 (a)(f)

18,650

39,571

Gen-Probe, Inc. (a)

49,000

2,599,450

Golden Meditech Co. Ltd.

6,634,000

1,542,216

Hill-Rom Holdings, Inc.

23,324

706,950

I-Flow Corp. (a)

73,545

684,704

Integra LifeSciences Holdings Corp. (a)(d)

83,776

3,688,657

Kinetic Concepts, Inc. (a)

16,697

477,367

Medtronic, Inc.

330,168

16,541,417

Meridian Bioscience, Inc.

20,900

606,936

Mindray Medical International Ltd. sponsored ADR

57,871

1,951,989

Mingyuan Medicare Development Co. Ltd.

5,150,000

550,036

Natus Medical, Inc. (a)

1,161

26,308

Quidel Corp. (a)

22,168

363,777

St. Jude Medical, Inc. (a)

145,800

6,340,842

Syneron Medical Ltd. (a)

256,954

3,661,595

ThermoGenesis Corp. (a)

138,900

173,625

 

128,436,587

Health Care Supplies - 4.4%

Alcon, Inc.

35,800

5,782,058

Common Stocks - continued

Shares

Value

HEALTH CARE EQUIPMENT & SUPPLIES - CONTINUED

Health Care Supplies - continued

Cremer SA

41,500

$ 220,333

Haemonetics Corp. (a)

26,400

1,629,408

Immucor, Inc. (a)

28,860

922,366

InfuSystems Holdings, Inc. (a)

539,000

1,266,650

Inverness Medical Innovations, Inc. (a)

563,317

16,899,510

RTI Biologics, Inc. (a)

128,500

1,201,475

Shandong Weigao Group Medical Polymer Co. Ltd. (H Shares)

836,000

1,254,840

 

29,176,640

TOTAL HEALTH CARE EQUIPMENT & SUPPLIES

157,613,227

HEALTH CARE PROVIDERS & SERVICES - 13.5%

Health Care Distributors & Services - 2.7%

Celesio AG

1,100

47,990

McKesson Corp.

232,500

12,510,825

Profarma Distribuidora de Produtos Farmaceuticos SA

679,500

5,657,886

 

18,216,701

Health Care Facilities - 1.0%

Brookdale Senior Living, Inc.

23,100

507,969

Community Health Systems, Inc. (a)

149,676

4,387,004

Emeritus Corp. (a)

31,231

777,652

Hanger Orthopedic Group, Inc. (a)

56,100

978,945

Sun Healthcare Group, Inc. (a)

20,697

303,418

 

6,954,988

Health Care Services - 4.7%

Apria Healthcare Group, Inc. (a)

282,624

5,155,062

athenahealth, Inc.

600

19,962

Diagnosticos da America SA

73,700

1,004,956

Express Scripts, Inc. (a)

119,965

8,855,816

Health Grades, Inc. (a)

427,346

1,213,663

Medco Health Solutions, Inc. (a)

232,305

10,453,725

NightHawk Radiology Holdings, Inc. (a)

539,698

3,896,620

Rural/Metro Corp. (a)

150,100

381,254

Virtual Radiologic Corp.

32,675

266,628

 

31,247,686

Managed Health Care - 5.1%

Coventry Health Care, Inc. (a)

28,800

937,440

Common Stocks - continued

Shares

Value

HEALTH CARE PROVIDERS & SERVICES - CONTINUED

Managed Health Care - continued

Humana, Inc. (a)

107,951

$ 4,447,581

Medial Saude SA

97,100

561,463

UnitedHealth Group, Inc.

607,689

15,429,224

Universal American Financial Corp. (a)

358,910

4,375,113

WellPoint, Inc. (a)

173,800

8,128,626

 

33,879,447

TOTAL HEALTH CARE PROVIDERS & SERVICES

90,298,822

HEALTH CARE TECHNOLOGY - 0.7%

Health Care Technology - 0.7%

Eclipsys Corp. (a)

58,815

1,232,174

HLTH Corp. (a)

232,000

2,651,760

Phase Forward, Inc. (a)

20,500

428,655

 

4,312,589

HOTELS, RESTAURANTS & LEISURE - 0.0%

Restaurants - 0.0%

Centerplate, Inc. unit

5,700

17,100

INTERNET SOFTWARE & SERVICES - 0.1%

Internet Software & Services - 0.1%

WebMD Health Corp. Class A (a)(d)

32,500

966,550

LIFE SCIENCES TOOLS & SERVICES - 12.3%

Life Sciences Tools & Services - 12.3%

Albany Molecular Research, Inc. (a)

24,800

448,632

AMAG Pharmaceuticals, Inc. (a)(d)

22,411

867,978

Bio-Rad Laboratories, Inc. Class A (a)

2,357

233,626

Bruker BioSciences Corp. (a)

164,339

2,190,639

Charles River Laboratories International, Inc. (a)

92,600

5,142,078

Covance, Inc. (a)

25,156

2,224,042

Dishman Pharmaceuticals and Chemicals Ltd.

225,376

1,499,393

Exelixis, Inc. (a)

91,500

556,320

Harvard Bioscience, Inc. (a)

53,369

248,166

Illumina, Inc. (a)

107,400

4,352,922

Lonza Group AG

101,626

12,752,274

PAREXEL International Corp. (a)

108,163

3,099,952

PerkinElmer, Inc.

103,565

2,586,018

Pharmaceutical Product Development, Inc.

93,899

3,882,724

QIAGEN NV (a)

416,310

8,213,796

Common Stocks - continued

Shares

Value

LIFE SCIENCES TOOLS & SERVICES - CONTINUED

Life Sciences Tools & Services - continued

Techne Corp. (a)

19,200

$ 1,384,704

Thermo Fisher Scientific, Inc. (a)

573,893

31,564,115

Varian, Inc. (a)

12,697

544,701

Wuxi Pharmatech Cayman, Inc. sponsored ADR (a)

34,100

448,415

 

82,240,495

MACHINERY - 0.4%

Industrial Machinery - 0.4%

Pall Corp.

83,911

2,885,699

PERSONAL PRODUCTS - 0.0%

Personal Products - 0.0%

Nutraceutical International Corp. (a)

22,572

249,421

PHARMACEUTICALS - 19.8%

Pharmaceuticals - 19.8%

Abbott Laboratories

491,082

28,276,502

Alembic Ltd.

22,001

18,984

Allergan, Inc.

167,590

8,630,885

Bristol-Myers Squibb Co.

638,661

13,316,082

China Shineway Pharmaceutical Group Ltd.

1,481,000

1,055,953

Eczacibasi ILAC Sanayi TAS

285,000

256,757

Elan Corp. PLC sponsored ADR (a)

30,000

320,100

Eli Lilly & Co.

40,000

1,761,200

Eurand NV (a)

5,800

105,328

Pfizer, Inc.

1,088,400

20,070,096

Piramal Healthcare Ltd.

176,296

1,262,514

Shire PLC sponsored ADR

77,623

3,706,498

Simcere Pharmaceutical Group sponsored ADR (a)

33,000

286,440

Teva Pharmaceutical Industries Ltd. sponsored ADR (d)

358,400

16,411,136

Valeant Pharmaceuticals International (a)(d)

71,000

1,453,370

Wyeth

931,473

34,408,613

XenoPort, Inc. (a)

21,904

1,062,125

 

132,402,583

TOTAL COMMON STOCKS

(Cost $660,478,417)

642,569,029

Nonconvertible Bonds - 0.3%

 

Principal Amount

Value

HEALTH CARE PROVIDERS & SERVICES - 0.3%

Health Care Services - 0.3%

DASA Finance Corp. 8.75% 5/29/18 (e)
(Cost $2,305,241)

$ 2,275,000

$ 1,820,000

Money Market Funds - 4.8%

Shares

 

Fidelity Cash Central Fund, 1.92% (b)

9,387,083

9,387,083

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

22,501,094

22,501,094

TOTAL MONEY MARKET FUNDS

(Cost $31,888,177)

31,888,177

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $694,671,835)

676,277,206

NET OTHER ASSETS - (1.2)%

(8,104,088 )

NET ASSETS - 100%

$ 668,173,118

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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 $1,820,000 or 0.3% of net assets.

(f) 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 $39,571 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Electro-Optical Sciences, Inc. warrants 8/2/12

8/1/07

$ 19

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

$ 842,777

Fidelity Securities Lending Cash Central Fund

71,744

Total

$ 914,521

Other Information

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

United States of America

81.6%

Bermuda

5.8%

Switzerland

4.2%

Israel

3.0%

Netherlands

1.2%

Brazil

1.0%

Cayman Islands

1.0%

Others (individually less than 1%)

2.2%

 

100.0%

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

Annual Report

Fidelity Health Care Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,838,343) - See accompanying schedule:

Unaffiliated issuers (cost $662,783,658)

$ 644,389,029

 

Fidelity Central Funds (cost $31,888,177)

31,888,177

 

Total Investments (cost $694,671,835)

 

$ 676,277,206

Cash

110,992

Foreign currency held at value (cost $38,766)

38,752

Receivable for investments sold

17,683,383

Dividends receivable

257,088

Interest receivable

57,517

Distributions receivable from Fidelity Central Funds

29,654

Other receivables

24,883

Total assets

694,479,475

 

 

 

Liabilities

Payable for investments purchased

$ 3,789,048

Payable for fund shares redeemed

594

Other payables and accrued expenses

15,621

Collateral on securities loaned, at value

22,501,094

Total liabilities

26,306,357

 

 

 

Net Assets

$ 668,173,118

Net Assets consist of:

 

Paid in capital

$ 686,567,272

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(18,394,154 )

Net Assets , for 6,707,986 shares outstanding

$ 668,173,118

Net Asset Value , offering price and redemption price per share ($668,173,118 ÷ 6,707,986 shares)

$ 99.61

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

Annual Report

Fidelity Health Care Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 6,684,327

Interest

 

71,718

Income from Fidelity Central Funds (including $71,744 from security lending)

 

914,521

Total income

 

7,670,566

 

 

 

Expenses

Custodian fees and expenses

$ 97,852

Independent directors' compensation

3,195

Total expenses before reductions

101,047

Expense reductions

(5,241 )

95,806

Net investment income (loss)

7,574,760

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(7,030,929)

Foreign currency transactions

(4,245 )

Total net realized gain (loss)

 

(7,035,174)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $15,987)

(128,350,286)

Assets and liabilities in foreign currencies

(10,547 )

Total change in net unrealized appreciation (depreciation)

 

(128,360,833 )

Net gain (loss)

(135,396,007 )

Net increase (decrease) in net assets resulting from operations

$ (127,821,247 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,574,760

$ 10,256,838

Net realized gain (loss)

(7,035,174)

38,461,322

Change in net unrealized appreciation (depreciation)

(128,360,833 )

60,477,944

Net increase (decrease) in net assets resulting from operations

(127,821,247 )

109,196,104

Distributions to partners from net investment income

(7,538,792 )

(10,442,595 )

Affiliated share transactions
Proceeds from sales of shares

22,144,127

2,764,113

Reinvestment of distributions

2,802,162

316

Cost of shares redeemed

(21,514,742 )

(161,882,699 )

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

3,431,547

(159,118,270 )

Total increase (decrease) in net assets

(131,928,492)

(60,364,761)

 

 

 

Net Assets

Beginning of period

800,101,610

860,466,371

End of period

$ 668,173,118

$ 800,101,610

Other Information

Shares

Sold

195,831

25,014

Issued in reinvestment of distributions

26,414

3

Redeemed

(201,483 )

(1,443,499 )

Net increase (decrease)

20,762

(1,418,482 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 119.65

$ 106.16

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  1.13

  1.41

  .35

Net realized and unrealized gain (loss)

  (20.05 )

  13.52

  6.15

Total from investment operations

  (18.92 )

  14.93

  6.50

Distributions to partners from net investment income

  (1.12 )

  (1.44 )

  (.34 )

Net asset value, end of period

$ 99.61

$ 119.65

$ 106.16

Total Return A, B

  (15.90)%

  14.18%

  6.50%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  .01%

  .01%

  -% F

Expenses net of fee waivers, if any

  .01%

  .01%

  -% F

Expenses net of all reductions

  .01%

  .01%

  -% F

Net investment income (loss)

  1.01%

  1.26%

  .34%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 668,173

$ 800,102

$ 860,466

Portfolio turnover rate E

  137%

  113%

  27% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Industrials Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Industrials Central Fund

-20.68%

4.12%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Industrials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Industrials Index performed over the same period.


FID190

Annual Report

Fidelity Industrials Central Fund

Management's Discussion of Fund Performance

Tobias Welo, Portfolio Manager of Fidelity® Industrials Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

During the past year, the fund returned -20.68%, beating the -23.67% return of the MSCI US Investable Market Industrials Index and also topping the S&P 500. Versus the MSCI index, a sizable underweighting in industrial conglomerates contributed. We achieved this underweighting primarily through a lighter-than-benchmark stake in poorly performing General Electric (GE), which represented about 19% of the MSCI index on average and was still our largest holding. The company cut its earnings estimates and suspended its stock buyback program amid troubles in its GE Capital unit. Stock picking in trucking - particularly, overweighted positions in Ryder System, which I sold, and Old Dominion Freight Lines - and in the aerospace and defense group, where I underweighted and ultimately sold off Boeing, also helped. Overweighting security services provider Brink's was beneficial as well. Conversely, performance was hurt by poor stock selection in construction and farm machinery/heavy trucks and by underweighting the strong-performing railroad group - specifically, Burlington Northern Santa Fe and CSX, neither of which was held at period end. I had become concerned about rich valuations in the railroad segment and underestimated the demand for rail transportation from commodity-related end markets. Specialty vehicle maker Oshkosh further detracted. The stock fell sharply after the company substantially lowered its third-quarter outlook, and I sold it.

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

Fidelity Industrials Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

11.0

9.2

United Parcel Service, Inc. Class B

5.5

2.1

United Technologies Corp.

5.4

5.2

Honeywell International, Inc.

4.9

4.6

Union Pacific Corp.

4.2

2.7

Raytheon Co.

3.2

0.3

Lockheed Martin Corp.

3.2

3.5

Danaher Corp.

3.1

2.9

Norfolk Southern Corp.

3.1

2.2

Caterpillar, Inc.

3.0

2.3

 

46.6

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Aerospace & Defense 20.1%

 

FID98

Machinery 19.5%

 

FID100

Industrial Conglomerates 16.5%

 

FID102

Electrical Equipment 9.2%

 

FID104

Air Freight & Logistics 9.1%

 

FID106

All Others * 25.6%

 

FID198

As of March 31, 2008

FID96

Machinery 22.1%

 

FID98

Aerospace & Defense 17.1%

 

FID100

Industrial Conglomerates 13.3%

 

FID102

Commercial Services &
Supplies 10.4%

 

FID104

Electrical Equipment 10.1%

 

FID106

All Others * 27.0%

 

FID206

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Industrials Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value

AEROSPACE & DEFENSE - 20.1%

Aerospace & Defense - 20.1%

Honeywell International, Inc.

729,670

$ 30,317,789

Lockheed Martin Corp.

184,400

20,223,148

Northrop Grumman Corp.

174,000

10,533,960

Precision Castparts Corp.

101,000

7,956,780

Raytheon Co.

379,175

20,289,654

Stanley, Inc. (a)

66,879

2,468,504

United Technologies Corp.

561,200

33,705,672

 

125,495,507

AIR FREIGHT & LOGISTICS - 9.1%

Air Freight & Logistics - 9.1%

C.H. Robinson Worldwide, Inc.

105,100

5,355,896

FedEx Corp.

126,600

10,006,464

Hub Group, Inc. Class A (a)

79,900

3,008,235

United Parcel Service, Inc. Class B

550,600

34,627,234

UTI Worldwide, Inc.

213,900

3,640,578

 

56,638,407

AUTO COMPONENTS - 3.4%

Auto Parts & Equipment - 3.4%

Johnson Controls, Inc.

610,600

18,519,498

WABCO Holdings, Inc.

72,459

2,575,193

 

21,094,691

BUILDING PRODUCTS - 2.0%

Building Products - 2.0%

Masco Corp.

534,300

9,585,342

Owens Corning (a)

131,200

3,136,992

 

12,722,334

CHEMICALS - 1.4%

Specialty Chemicals - 1.4%

Albemarle Corp.

106,900

3,296,796

Nalco Holding Co.

149,300

2,768,022

W.R. Grace & Co. (a)

190,800

2,884,896

 

8,949,714

Common Stocks - continued

Shares

Value

COMMERCIAL SERVICES & SUPPLIES - 3.9%

Environmental & Facility Services - 2.6%

Allied Waste Industries, Inc. (a)

760,200

$ 8,445,822

Republic Services, Inc.

268,300

8,043,634

 

16,489,456

Security & Alarm Services - 1.3%

The Brink's Co.

127,201

7,761,805

TOTAL COMMERCIAL SERVICES & SUPPLIES

24,251,261

CONSTRUCTION & ENGINEERING - 0.6%

Construction & Engineering - 0.6%

Shaw Group, Inc. (a)

134,100

4,120,893

ELECTRICAL EQUIPMENT - 9.2%

Electrical Components & Equipment - 6.6%

AMETEK, Inc.

198,050

8,074,499

Cooper Industries Ltd. Class A

190,600

7,614,470

Emerson Electric Co.

335,800

13,697,282

Roper Industries, Inc.

40,200

2,289,792

Saft Groupe SA (a)

80,000

3,166,915

SolarWorld AG

42,800

1,800,858

Sunpower Corp. Class A (a)(d)

51,400

3,645,802

Woodward Governor Co.

26,715

942,238

 

41,231,856

Heavy Electrical Equipment - 2.6%

Alstom SA

78,000

5,918,829

China High Speed Transmission Equipment Group Co. Ltd.

2,092,000

3,828,849

Vestas Wind Systems AS (a)

78,600

6,858,975

 

16,606,653

TOTAL ELECTRICAL EQUIPMENT

57,838,509

ELECTRONIC EQUIPMENT & COMPONENTS - 0.9%

Electronic Equipment & Instruments - 0.9%

Itron, Inc. (a)

62,857

5,564,730

INDUSTRIAL CONGLOMERATES - 16.5%

Industrial Conglomerates - 16.5%

General Electric Co.

2,681,196

68,370,495

McDermott International, Inc. (a)

173,800

4,440,590

Common Stocks - continued

Shares

Value

INDUSTRIAL CONGLOMERATES - CONTINUED

Industrial Conglomerates - continued

Siemens AG sponsored ADR

180,965

$ 16,990,804

Tyco International Ltd.

374,275

13,107,111

 

102,909,000

MACHINERY - 19.5%

Construction & Farm Machinery & Heavy Trucks - 8.4%

Caterpillar, Inc.

315,700

18,815,720

Cummins, Inc.

410,018

17,925,987

Deere & Co.

240,500

11,904,750

Navistar International Corp. (a)

69,600

3,770,928

 

52,417,385

Industrial Machinery - 11.1%

Actuant Corp. Class A

26,700

673,908

Danaher Corp.

282,500

19,605,500

Eaton Corp.

138,982

7,808,009

Flowserve Corp.

50,592

4,491,052

Ingersoll-Rand Co. Ltd. Class A

217,500

6,779,475

Invensys PLC (a)

822,800

3,057,514

Pall Corp.

128,300

4,412,237

Parker Hannifin Corp.

53,700

2,846,100

SPX Corp.

62,400

4,804,800

Sulzer AG (Reg.)

56,295

5,990,168

The Weir Group PLC

215,500

2,366,428

Timken Co.

134,300

3,807,405

Valmont Industries, Inc.

34,600

2,861,074

 

69,503,670

TOTAL MACHINERY

121,921,055

MARINE - 0.7%

Marine - 0.7%

Safe Bulkers, Inc.

207,400

2,260,660

Ultrapetrol (Bahamas) Ltd. (a)

267,669

2,101,202

 

4,361,862

PROFESSIONAL SERVICES - 0.8%

Research & Consulting Services - 0.8%

Equifax, Inc.

142,500

4,909,125

Common Stocks - continued

Shares

Value

ROAD & RAIL - 8.8%

Railroads - 7.3%

Norfolk Southern Corp.

290,000

$ 19,200,900

Union Pacific Corp.

374,000

26,613,840

 

45,814,740

Trucking - 1.5%

Con-way, Inc.

109,400

4,825,634

Landstar System, Inc.

64,800

2,855,088

Old Dominion Freight Lines, Inc. (a)

53,512

1,516,530

 

9,197,252

TOTAL ROAD & RAIL

55,011,992

TRADING COMPANIES & DISTRIBUTORS - 0.9%

Trading Companies & Distributors - 0.9%

Rush Enterprises, Inc. Class A (a)

446,022

5,709,082

TRANSPORTATION INFRASTRUCTURE - 0.5%

Marine Ports & Services - 0.5%

Aegean Marine Petroleum Network, Inc.

133,600

2,985,960

TOTAL COMMON STOCKS

(Cost $666,954,392)

614,484,122

Nonconvertible Bonds - 0.0%

 

Principal Amount

 

AIRLINES - 0.0%

Airlines - 0.0%

Delta Air Lines, Inc. 8.3% 12/15/29 (a)
(Cost $182,090)

$ 6,300,000

78,750

Money Market Funds - 1.6%

Shares

Value

Fidelity Cash Central Fund, 1.92% (b)

6,677,318

$ 6,677,318

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

3,251,200

3,251,200

TOTAL MONEY MARKET FUNDS

(Cost $9,928,518)

9,928,518

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $677,065,000)

624,491,390

NET OTHER ASSETS - 0.1%

406,706

NET ASSETS - 100%

$ 624,898,096

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 379,371

Fidelity Securities Lending Cash Central Fund

629,006

Total

$ 1,008,377

Other Information

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

United States of America

85.1%

Bermuda

4.4%

Germany

3.0%

France

1.4%

Denmark

1.1%

Switzerland

1.0%

Others (individually less than 1%)

4.0%

 

100.0%

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

Annual Report

Fidelity Industrials Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,645,802) - See accompanying schedule:

Unaffiliated issuers (cost $667,136,482)

$ 614,562,872

 

Fidelity Central Funds (cost $9,928,518)

9,928,518

 

Total Investments (cost $677,065,000)

 

$ 624,491,390

Cash

24,810

Foreign currency held at value (cost $53)

51

Receivable for investments sold

12,220,797

Dividends receivable

1,008,083

Distributions receivable from Fidelity Central Funds

89,398

Other affiliated receivables

6

Total assets

637,834,535

 

 

 

Liabilities

Payable for investments purchased

$ 9,678,565

Payable for fund shares redeemed

556

Other payables and accrued expenses

6,118

Collateral on securities loaned, at value

3,251,200

Total liabilities

12,936,439

 

 

 

Net Assets

$ 624,898,096

Net Assets consist of:

 

Paid in capital

$ 677,477,104

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(52,579,008 )

Net Assets , for 5,920,485 shares outstanding

$ 624,898,096

Net Asset Value , offering price and redemption price per share ($624,898,096 ÷ 5,920,485 shares)

$ 105.55

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

Annual Report

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 10,946,681

Interest

 

679

Income from Fidelity Central Funds (including $629,006 from security lending)

 

1,008,377

Total income

 

11,955,737

 

 

 

Expenses

Custodian fees and expenses

$ 35,738

Independent directors' compensation

3,260

Total expenses before reductions

38,998

Expense reductions

(5,062 )

33,936

Net investment income (loss)

11,921,801

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $103,034)

2,992,775

Foreign currency transactions

(73,584 )

Total net realized gain (loss)

 

2,919,191

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $41,474)

(176,358,099)

Assets and liabilities in foreign currencies

(5,808 )

Total change in net unrealized appreciation (depreciation)

 

(176,363,907 )

Net gain (loss)

(173,444,716 )

Net increase (decrease) in net assets resulting from operations

$ (161,522,915 )

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

Annual Report

Fidelity Industrials Central Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,921,801

$ 11,826,955

Net realized gain (loss)

2,919,191

70,264,081

Change in net unrealized appreciation (depreciation)

(176,363,907 )

112,741,893

Net increase (decrease) in net assets resulting from operations

(161,522,915 )

194,832,929

Distributions to partners from net investment income

(11,860,873 )

(11,626,948 )

Affiliated share transactions
Proceeds from sales of shares

21,737,305

4,230,850

Reinvestment of distributions

4,996,307

386

Cost of shares redeemed

(47,486,516 )

(120,102,965 )

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

(20,752,904 )

(115,871,729 )

Total increase (decrease) in net assets

(194,136,692)

67,334,252

 

 

 

Net Assets

Beginning of period

819,034,788

751,700,536

End of period

$ 624,898,096

$ 819,034,788

Other Information

Shares

Sold

175,711

35,451

Issued in reinvestment of distributions

41,089

3

Redeemed

(355,430 )

(1,025,786 )

Net increase (decrease)

(138,630 )

(990,332 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 135.17

$ 106.63

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  1.98

  1.84

  .42

Net realized and unrealized gain (loss)

  (29.63 )

  28.51

  6.62

Total from investment operations

  (27.65 )

  30.35

  7.04

Distributions to partners from net investment income

  (1.97 )

  (1.81 )

  (.41 )

Net asset value, end of period

$ 105.55

$ 135.17

$ 106.63

Total Return A, B

  (20.68)%

  28.69%

  7.04%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  .01%

  -% F

  -% F

Expenses net of fee waivers, if any

  -% F

  -% F

  -% F

Expenses net of all reductions

  -% F

  -% F

  -% F

Net investment income (loss)

  1.57%

  1.53%

  .40%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 624,898

$ 819,035

$ 751,701

Portfolio turnover rate E

  109%

  92%

  7% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Information Technology Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Information Technology Central Fund

-34.07%

-0.27%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Information Technology Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Information Technology Index performed over the same period.


FID208

Annual Report

Fidelity Information Technology Central Fund

Management's Discussion of Fund Performance

Charlie Chai, Portfolio Manager of Fidelity® Information Technology Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

During the past year, the fund returned -34.07%, trailing the -23.16% return of the MSCI US Investable Market Information Technology Index and also lagging the S&P 500. Versus the MSCI index, stock selection in the communications equipment, computer hardware and semiconductor groups was particularly damaging, as was a sizable underweighting in the relatively strong-performing systems software space. Overweighting Apple, a maker of consumer electronics products, hurt fund performance. The stock had a difficult September amid a broad market sell-off and concerns about weakening consumer spending. Not owning IBM and significantly underweighting Microsoft and Hewlett-Packard held back performance, as all three of these major index components benefited from a flight to quality. Also detracting was Canada-based Sandvine, a maker of equipment for monitoring Internet traffic. Conversely, my picks in consumer electronics and in computer storage and peripherals yielded modest benefits, as did a small cash position. At the stock level, our performance was aided by Tele Atlas, a Dutch provider of digital map data, whose stock was lifted by a lucrative buyout offer for the company. Also helpful were Taiwan-based HTC Corp., a leading electronics contract manufacturer, and Synaptics, which supplies semiconductors for touchscreen products. Sandvine, Tele Atlas and HTC were out-of-index holdings. Hewlett-Packard and Tele Atlas were not held 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

Fidelity Information Technology Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

11.5

1.1

Applied Materials, Inc.

5.4

0.6

Nintendo Co. Ltd.

4.6

8.2

Tencent Holdings Ltd.

3.1

0.5

QUALCOMM, Inc.

3.0

4.0

Research In Motion Ltd.

3.0

1.9

SanDisk Corp.

2.4

0.0

Starent Networks Corp.

2.2

1.7

VisionChina Media, Inc. ADR

2.0

0.0

Visa, Inc.

1.9

0.0

 

39.1

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Computers & Peripherals 19.4%

 

FID98

Semiconductors &
Semiconductor Equipment 17.3%

 

FID100

Software 16.4%

 

FID102

Communications Equipment 15.9%

 

FID104

Electronic Equipment &
Components 6.2%

 

FID106

All Others * 24.8%

 

FID216

As of March 31, 2008

FID96

Communications Equipment 31.2%

 

FID98

Software 18.9%

 

FID100

Semiconductors &
Semiconductor Equipment 17.7%

 

FID102

Computers & Peripherals 9.6%

 

FID104

Internet Software & Services 5.4%

 

FID106

All Others * 17.2%

 

FID224

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Information Technology Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

COMMUNICATIONS EQUIPMENT - 15.9%

Communications Equipment - 15.9%

ADC Telecommunications, Inc. (a)

1,082,100

$ 9,143,745

Aruba Networks, Inc. (a)

13,100

67,203

AudioCodes Ltd. (a)

546,700

1,377,684

Ciena Corp. (a)

146,900

1,480,752

Cogo Group, Inc. (a)

482,465

2,542,591

CommScope, Inc. (a)

369,100

12,785,624

Comverse Technology, Inc. (a)

585,700

5,605,149

Delta Networks, Inc.

7,647,000

1,807,967

F5 Networks, Inc. (a)

127,502

2,980,997

Harris Stratex Networks, Inc. Class A (a)

438,500

3,424,685

Infinera Corp. (a)

160,000

1,529,600

Mogem Co. Ltd. (a)(e)

398,390

729,958

Motorola, Inc.

918,900

6,560,946

Powerwave Technologies, Inc. (a)

1,652,400

6,543,504

QUALCOMM, Inc.

539,700

23,190,909

Research In Motion Ltd. (a)

335,800

22,935,140

Riverbed Technology, Inc. (a)

100

1,252

Sandvine Corp. (a)

1,784,200

1,760,062

Sandvine Corp. (U.K.) (a)

1,156,000

1,082,686

Sonus Networks, Inc. (a)

288,368

830,500

Starent Networks Corp. (a)

1,330,112

17,211,649

 

123,592,603

COMPUTERS & PERIPHERALS - 19.4%

Computer Hardware - 14.6%

3PAR, Inc.

8,200

52,890

Apple, Inc. (a)

788,700

89,643,640

Diebold, Inc.

125,100

4,142,061

Foxconn Technology Co. Ltd.

18,100

59,075

HTC Corp.

859,560

13,308,407

Palm, Inc.

252,500

1,507,425

Stratasys, Inc. (a)(d)

284,700

4,973,709

 

113,687,207

Computer Storage & Peripherals - 4.8%

China Digital TV Holding Co. Ltd. ADR

2,100

17,199

EMC Corp. (a)

312,700

3,739,892

Innolux Display Corp.

789,237

1,055,584

Netezza Corp. (a)

291,100

3,088,571

Common Stocks - continued

Shares

Value

COMPUTERS & PERIPHERALS - CONTINUED

Computer Storage & Peripherals - continued

SanDisk Corp. (a)(d)

940,800

$ 18,392,640

Synaptics, Inc. (a)(d)

357,350

10,799,117

 

37,093,003

TOTAL COMPUTERS & PERIPHERALS

150,780,210

DIVERSIFIED CONSUMER SERVICES - 1.1%

Education Services - 1.1%

New Oriental Education & Technology Group, Inc. sponsored ADR (a)

135,800

8,723,792

ELECTRIC UTILITIES - 0.1%

Electric Utilities - 0.1%

Enernoc, Inc. (a)(d)

82,889

857,072

ELECTRICAL EQUIPMENT - 4.6%

Electrical Components & Equipment - 4.3%

Canadian Solar, Inc. (a)(d)

29,800

581,994

centrotherm photovoltaics AG (a)

3,300

181,019

Energy Conversion Devices, Inc. (a)(d)

130,500

7,601,625

First Solar, Inc. (a)

63,400

11,976,894

Neo-Neon Holdings Ltd.

9,820,000

2,288,128

Q-Cells AG (a)

10,100

846,617

Sunpower Corp. Class B (a)

140,224

9,682,467

 

33,158,744

Heavy Electrical Equipment - 0.3%

China High Speed Transmission Equipment Group Co. Ltd.

1,471,000

2,692,274

TOTAL ELECTRICAL EQUIPMENT

35,851,018

ELECTRONIC EQUIPMENT & COMPONENTS - 6.2%

Electronic Components - 0.4%

Everlight Electronics Co. Ltd.

1,397,395

2,920,873

Electronic Equipment & Instruments - 2.2%

China Security & Surveillance Technology, Inc. (a)(d)

836,500

11,610,620

Chroma ATE, Inc.

2,146,238

2,627,449

Comverge, Inc. (a)

161,000

740,600

Digital Ally, Inc. (a)

235,200

1,615,824

Test Research, Inc.

753,288

556,271

 

17,150,764

Common Stocks - continued

Shares

Value

ELECTRONIC EQUIPMENT & COMPONENTS - CONTINUED

Electronic Manufacturing Services - 0.6%

Ju Teng International Holdings Ltd. (a)

2,000,000

$ 845,141

Trimble Navigation Ltd. (a)

149,540

3,867,104

 

4,712,245

Technology Distributors - 3.0%

Arrow Electronics, Inc. (a)

285,800

7,493,676

Avnet, Inc. (a)

330,000

8,127,900

Ingram Micro, Inc. Class A (a)

498,000

8,002,860

 

23,624,436

TOTAL ELECTRONIC EQUIPMENT & COMPONENTS

48,408,318

ENERGY EQUIPMENT & SERVICES - 0.1%

Oil & Gas Equipment & Services - 0.1%

IHS, Inc. Class A (a)

15,800

752,712

HEALTH CARE EQUIPMENT & SUPPLIES - 1.6%

Health Care Equipment - 1.6%

China Medical Technologies, Inc. sponsored ADR

56,100

1,827,738

Conceptus, Inc. (a)

75,000

1,243,500

Golden Meditech Co. Ltd.

470,000

109,262

I-Flow Corp. (a)

95,200

886,312

Mindray Medical International Ltd. sponsored ADR

180,962

6,103,848

Mingyuan Medicare Development Co. Ltd.

18,260,000

1,950,225

 

12,120,885

HEALTH CARE PROVIDERS & SERVICES - 0.0%

Health Care Services - 0.0%

athenahealth, Inc.

800

26,616

HOTELS, RESTAURANTS & LEISURE - 0.5%

Hotels, Resorts & Cruise Lines - 0.5%

Ctrip.com International Ltd. sponsored ADR

57,800

2,231,658

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)

115,600

1,612,620

 

3,844,278

HOUSEHOLD DURABLES - 0.0%

Consumer Electronics - 0.0%

TomTom Group BV (a)(d)

18,500

340,116

Common Stocks - continued

Shares

Value

INTERNET & CATALOG RETAIL - 1.1%

Internet Retail - 1.1%

Amazon.com, Inc. (a)

118,300

$ 8,607,508

INTERNET SOFTWARE & SERVICES - 5.6%

Internet Software & Services - 5.6%

Alibaba.com Ltd.

13,000

12,061

Baidu.com, Inc. sponsored ADR (a)

5,000

1,241,150

DealerTrack Holdings, Inc. (a)

125,300

2,110,052

Equinix, Inc. (a)

61,800

4,292,628

Google, Inc. Class A (sub. vtg.) (a)

9,700

3,885,044

LivePerson, Inc. (a)

810,600

2,358,846

Omniture, Inc. (a)

219,191

4,024,347

Openwave Systems, Inc. (a)

88,100

109,244

Tencent Holdings Ltd.

3,323,000

24,289,426

VeriSign, Inc. (a)

34,500

899,760

 

43,222,558

IT SERVICES - 2.6%

Data Processing & Outsourced Services - 2.3%

MasterCard, Inc. Class A

8,400

1,489,572

Visa, Inc.

249,200

15,298,388

WNS Holdings Ltd. ADR (a)

150,000

1,477,500

 

18,265,460

IT Consulting & Other Services - 0.3%

China Information Security Technology, Inc. (a)(d)

100,000

470,000

Yucheng Technologies Ltd. (a)

175,500

1,781,325

 

2,251,325

TOTAL IT SERVICES

20,516,785

LIFE SCIENCES TOOLS & SERVICES - 0.1%

Life Sciences Tools & Services - 0.1%

QIAGEN NV (a)

47,600

939,148

MACHINERY - 0.5%

Industrial Machinery - 0.5%

China Fire & Security Group, Inc. (a)(d)

183,000

1,923,330

Meyer Burger Technology AG (a)

3,400

752,660

Shin Zu Shing Co. Ltd.

302,347

1,245,631

 

3,921,621

Common Stocks - continued

Shares

Value

MEDIA - 2.0%

Advertising - 2.0%

VisionChina Media, Inc. ADR (d)

1,066,646

$ 15,690,363

METALS & MINING - 0.1%

Diversified Metals & Mining - 0.1%

Timminco Ltd. (a)

84,800

1,163,172

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 16.5%

Semiconductor Equipment - 12.1%

Aixtron AG

158,700

931,922

Applied Materials, Inc. (d)

2,787,300

42,171,849

ASML Holding NV (NY Shares)

345,700

6,087,777

Cymer, Inc. (a)

278,300

7,049,339

FormFactor, Inc. (a)

193,600

3,372,512

Global Unichip Corp.

164,689

959,337

Lam Research Corp. (a)

412,000

12,973,880

LTX-Credence Corp. (a)

839,372

1,460,507

MEMSIC, Inc.

202,700

425,670

MKS Instruments, Inc. (a)

100,000

1,991,000

Tessera Technologies, Inc. (a)

180,500

2,949,370

Varian Semiconductor Equipment Associates, Inc. (a)

408,400

10,259,008

Verigy Ltd. (a)

222,600

3,623,928

 

94,256,099

Semiconductors - 4.4%

Atheros Communications, Inc. (a)

268,800

6,338,304

AuthenTec, Inc. (a)

275,800

592,970

Cavium Networks, Inc. (a)

519,391

7,313,025

CSR PLC (a)

429,700

2,022,239

Cypress Semiconductor Corp. (a)

433,600

2,263,392

Elan Microelectronics Corp.

264,000

179,091

Hittite Microwave Corp. (a)

77,321

2,597,986

Infineon Technologies AG sponsored ADR (a)

623,800

3,487,042

Micron Technology, Inc. (a)

889,000

3,600,450

Mindspeed Technologies, Inc. (a)

287,199

683,534

NVIDIA Corp. (a)

41,500

444,465

PMC-Sierra, Inc. (a)

368,500

2,734,270

Siliconware Precision Industries Co. Ltd. sponsored ADR

2,302

13,283

SiRF Technology Holdings, Inc. (a)

967,200

1,441,128

Common Stocks - continued

Shares

Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - CONTINUED

Semiconductors - continued

Spansion, Inc. Class A (a)

313,300

$ 485,615

Taiwan Semiconductor Manufacturing Co. Ltd.

5,099

8,530

 

34,205,324

TOTAL SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT

128,461,423

SOFTWARE - 16.4%

Application Software - 6.4%

Autonomy Corp. PLC (a)

248,700

4,618,059

Cadence Design Systems, Inc. (a)

185,900

1,256,684

Callidus Software, Inc. (a)

439,733

1,741,343

Citrix Systems, Inc. (a)

15,500

391,530

Concur Technologies, Inc. (a)

116,539

4,458,782

Global Digital Creations Holdings Ltd. (a)

1,382,000

36,273

Longtop Financial Technologies Ltd. ADR (d)

189,200

2,665,828

Magma Design Automation, Inc. (a)

350,700

1,409,814

Nuance Communications, Inc. (a)

205,600

2,506,264

Parametric Technology Corp. (a)

239,100

4,399,440

Salesforce.com, Inc. (a)

175,151

8,477,308

Smith Micro Software, Inc. (a)

661,075

4,693,633

SuccessFactors, Inc. (d)

435,900

4,751,310

Synchronoss Technologies, Inc. (a)(d)

371,600

3,496,756

Taleo Corp. Class A (a)

157,004

3,122,810

Verint Systems, Inc. (a)

128,200

2,134,530

 

50,160,364

Home Entertainment Software - 6.3%

Activision Blizzard, Inc. (a)

349,400

5,391,242

Gameloft (a)

434,000

2,086,627

Kingsoft Corp. Ltd.

1,318,000

358,633

Nintendo Co. Ltd.

84,800

36,002,686

Perfect World Co. Ltd. sponsored ADR Class B (a)

228,800

5,134,272

 

48,973,460

Systems Software - 3.7%

CA, Inc.

490,500

9,790,380

Insyde Software Corp.

600,000

1,055,864

Common Stocks - continued

Shares

Value

SOFTWARE - CONTINUED

Systems Software - continued

Microsoft Corp.

312,200

$ 8,332,618

Oracle Corp. (a)

453,700

9,214,647

 

28,393,509

TOTAL SOFTWARE

127,527,333

SPECIALTY RETAIL - 0.7%

Computer & Electronics Retail - 0.7%

The Game Group PLC

1,455,361

5,358,765

TOTAL COMMON STOCKS

(Cost $914,512,527)

740,706,296

Convertible Bonds - 0.8%

 

Principal Amount

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.8%

Semiconductors - 0.8%

Advanced Micro Devices, Inc. 5.75% 8/15/12
(Cost $7,796,554)

$ 10,300,000

5,871,000

Money Market Funds - 10.8%

Shares

 

Fidelity Cash Central Fund, 1.92% (b)

47,538,797

47,538,797

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

36,282,244

36,282,244

TOTAL MONEY MARKET FUNDS

(Cost $83,821,041)

83,821,041

TOTAL INVESTMENT PORTFOLIO - 106.7%

(Cost $1,006,130,122)

830,398,337

NET OTHER ASSETS - (6.7)%

(51,792,809 )

NET ASSETS - 100%

$ 778,605,528

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

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

$ 814,552

Fidelity Securities Lending Cash Central Fund

1,193,513

Total

$ 2,008,065

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Mogem Co. Ltd.

$ 2,616,318

$ -

$ -

$ -

$ 729,958

Other Information

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

United States of America

74.1%

Cayman Islands

6.3%

Japan

4.6%

Canada

3.5%

China

3.5%

Taiwan

3.0%

United Kingdom

1.8%

Others (individually less than 1%)

3.2%

 

100.0%

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

Annual Report

Fidelity Information Technology Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $36,468,743) - See accompanying schedule:

Unaffiliated issuers (cost $914,824,855)

$ 745,847,338

 

Fidelity Central Funds (cost $83,821,041)

83,821,041

 

Other affiliated issuers (cost $7,484,226)

729,958

 

Total Investments (cost $1,006,130,122)

 

$ 830,398,337

Cash

791,004

Foreign currency held at value (cost $4,131,283)

4,106,088

Receivable for investments sold

16,624,568

Dividends receivable

423,950

Interest receivable

74,031

Distributions receivable from Fidelity Central Funds

205,906

Other receivables

7,118

Total assets

852,631,002

 

 

 

Liabilities

Payable for investments purchased

$ 37,724,812

Payable for fund shares redeemed

790

Other payables and accrued expenses

17,628

Collateral on securities loaned, at value

36,282,244

Total liabilities

74,025,474

 

 

 

Net Assets

$ 778,605,528

Net Assets consist of:

 

Paid in capital

$ 954,291,616

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(175,686,088 )

Net Assets , for 7,927,889 shares outstanding

$ 778,605,528

Net Asset Value , offering price and redemption price per share ($778,605,528 ÷ 7,927,889 shares)

$ 98.21

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

Annual Report

Fidelity Information Technology Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 6,113,364

Interest

 

442,136

Income from Fidelity Central Funds (including $1,193,513 from security lending)

 

2,008,065

 

 

8,563,565

Less foreign taxes withheld

 

(524,309 )

Total income

 

8,039,256

 

 

 

Expenses

Custodian fees and expenses

$ 124,805

Independent directors' compensation

4,311

Interest

15,597

Total expenses before reductions

144,713

Expense reductions

(5,090 )

139,623

Net investment income (loss)

7,899,633

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(39,852,233)

Foreign currency transactions

(333,049 )

Total net realized gain (loss)

 

(40,185,282)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(365,231,536)

Assets and liabilities in foreign currencies

43,813

Total change in net unrealized appreciation (depreciation)

 

(365,187,723 )

Net gain (loss)

(405,373,005 )

Net increase (decrease) in net assets resulting from operations

$ (397,473,372 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,899,633

$ 3,601,211

Net realized gain (loss)

(40,185,282)

152,299,398

Change in net unrealized appreciation (depreciation)

(365,187,723 )

121,408,507

Net increase (decrease) in net assets resulting from operations

(397,473,372 )

277,309,116

Distributions to partners from net investment income

(7,413,622 )

(3,568,158 )

Affiliated share transactions
Proceeds from sales of shares

40,735,477

5,997,559

Reinvestment of distributions

3,547,215

137

Cost of shares redeemed

(7,725,856 )

(186,463,672 )

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

36,556,836

(180,465,976 )

Total increase (decrease) in net assets

(368,330,158)

93,274,982

 

 

 

Net Assets

Beginning of period

1,146,935,686

1,053,660,704

End of period

$ 778,605,528

$ 1,146,935,686

Other Information

Shares

Sold

315,151

46,268

Issued in reinvestment of distributions

29,441

1

Redeemed

(58,404 )

(1,459,039 )

Net increase (decrease)

286,188

(1,412,770 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 150.09

$ 116.37

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  1.01

  .44

  .14

Net realized and unrealized gain (loss)

  (51.94 )

  33.72

  16.37

Total from investment operations

  (50.93 )

  34.16

  16.51

Distributions to partners from net investment income

  (.95 )

  (.44 )

  (.14 )

Net asset value, end of period

$ 98.21

$ 150.09

$ 116.37

Total Return A, B

  (34.07)%

  29.41%

  16.51%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  .01%

  .01%

  -% F

Expenses net of fee waivers, if any

  .01%

  .01%

  -% F

Expenses net of all reductions

  .01%

  .01%

  -% F

Net investment income (loss)

  .79%

  .34%

  .13%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 778,606

$ 1,146,936

$ 1,053,661

Portfolio turnover rate E

  218%

  168%

  72% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Materials Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Materials Central Fund

-23.79%

6.48%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Materials Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Materials Index performed over the same period.


FID226

Annual Report

Fidelity Materials Central Fund

Management's Discussion of Fund Performance

Comments from Tobias Welo, who became Portfolio Manager of Fidelity® Materials Central Fund on January 9, 2008

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year ending September 30, 2008, the fund returned -23.79%, underperforming the S&P 500 and the -21.15% return for the MSCI US Investable Market Materials Index. Stock selection among chemicals, including the specialty, commodity and diversified chemicals groups, detracted versus the sector index, as did some holdings and an underweighting within the construction materials segment. On the positive side, exposure to two out-of-benchmark segments, coal/consumable fuels and home improvement retail, benefited results, as did the fund's stock picks in metal/glass containers. Cash holdings also helped amid high market volatility. On an individual basis, underweightings in specialty chemicals manufacturer Rohm and Haas and iron-ore producer Cleveland-Cliffs hurt. Rohm and Haas rose on news of its agreement to be purchased by Dow Chemical, while Cleveland-Cliffs benefited from high global demand for iron ore. Century Aluminum and Titanium Metals detracted, hampered partly by falling product prices. Among contributors, underweightings in steel company Allegheny Technologies and aluminum concern Alcoa helped; the two firms struggled with declining outlooks for such products as aluminum and nickel. Paper/packaging company Rock-Tenn was another positive, lifted in part by falling production costs. Some stocks mentioned here were sold by 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

Fidelity Materials Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Monsanto Co.

13.1

10.6

E.I. du Pont de Nemours & Co.

10.0

6.8

Newmont Mining Corp.

4.5

3.2

Freeport-McMoRan Copper & Gold, Inc. Class B

3.8

7.0

Celanese Corp. Class A

3.4

2.6

Weyerhaeuser Co.

3.2

2.2

Owens-Illinois, Inc.

3.0

2.4

FMC Corp.

3.0

1.6

The Mosaic Co.

2.8

3.5

United States Steel Corp.

2.7

3.4

 

49.5

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Chemicals 55.5%

 

FID98

Metals & Mining 21.2%

 

FID100

Containers & Packaging 11.5%

 

FID102

Paper & Forest Products 3.2%

 

FID104

Marine 1.2%

 

FID106

All Others * 7.4%

 

FID234

As of March 31, 2008

FID96

Chemicals 51.5%

 

FID98

Metals & Mining 33.9%

 

FID100

Containers & Packaging 8.5%

 

FID102

Paper & Forest Products 3.2%

 

FID104

Oil, Gas & Consumable Fuels 1.5%

 

FID106

All Others * 1.4%

 

FID242

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Materials Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

BUILDING PRODUCTS - 0.7%

Building Products - 0.7%

Masco Corp.

78,200

$ 1,402,908

CHEMICALS - 55.5%

Commodity Chemicals - 3.4%

Celanese Corp. Class A

234,222

6,537,136

Diversified Chemicals - 16.8%

Ashland, Inc.

18,800

549,712

E.I. du Pont de Nemours & Co.

471,249

18,991,335

FMC Corp.

110,180

5,662,150

PPG Industries, Inc.

47,100

2,746,872

Solutia, Inc. (a)

274,700

3,845,800

 

31,795,869

Fertilizers & Agricultural Chemicals - 17.8%

Agrium, Inc.

13,200

737,881

K&S AG

11,400

790,151

Monsanto Co.

251,132

24,857,045

Terra Industries, Inc.

72,302

2,125,679

The Mosaic Co.

77,562

5,275,767

 

33,786,523

Industrial Gases - 6.1%

Air Products & Chemicals, Inc.

58,100

3,979,269

Airgas, Inc.

79,500

3,947,175

Praxair, Inc.

51,400

3,687,436

 

11,613,880

Specialty Chemicals - 11.4%

Albemarle Corp.

164,232

5,064,915

Ecolab, Inc.

105,700

5,128,564

H.B. Fuller Co.

17,000

354,790

Lubrizol Corp.

70,000

3,019,800

Nalco Holding Co.

133,182

2,469,194

Rockwood Holdings, Inc. (a)

95,498

2,450,479

W.R. Grace & Co. (a)

204,500

3,092,040

 

21,579,782

TOTAL CHEMICALS

105,313,190

CONTAINERS & PACKAGING - 11.5%

Metal & Glass Containers - 8.4%

Ball Corp.

90,800

3,585,692

Crown Holdings, Inc. (a)

125,500

2,787,355

Common Stocks - continued

Shares

Value

CONTAINERS & PACKAGING - CONTINUED

Metal & Glass Containers - continued

Greif, Inc. Class A

5,100

$ 334,662

Owens-Illinois, Inc. (a)

196,600

5,780,040

Pactiv Corp. (a)

137,600

3,416,608

 

15,904,357

Paper Packaging - 3.1%

Packaging Corp. of America

28,500

660,630

Rock-Tenn Co. Class A

66,036

2,640,119

Temple-Inland, Inc. (d)

170,200

2,597,252

 

5,898,001

TOTAL CONTAINERS & PACKAGING

21,802,358

MARINE - 1.2%

Marine - 1.2%

Safe Bulkers, Inc.

82,900

903,610

Ultrapetrol (Bahamas) Ltd. (a)

179,000

1,405,150

 

2,308,760

METALS & MINING - 21.2%

Aluminum - 1.1%

Century Aluminum Co. (a)(d)

73,100

2,024,139

Diversified Metals & Mining - 4.9%

BHP Billiton PLC

89,800

2,034,518

Freeport-McMoRan Copper & Gold, Inc. Class B

127,563

7,251,957

 

9,286,475

Gold - 6.9%

Agnico-Eagle Mines Ltd.

19,300

1,053,486

Goldcorp, Inc.

32,100

1,009,383

Lihir Gold Ltd. (a)

523,530

1,183,825

Newcrest Mining Ltd.

70,002

1,454,404

Newmont Mining Corp.

218,900

8,484,564

 

13,185,662

Precious Metals & Minerals - 1.0%

Impala Platinum Holdings Ltd.

52,927

1,080,016

Pan American Silver Corp. (a)

39,700

882,531

 

1,962,547

Steel - 7.3%

ArcelorMittal SA (NY Shares) Class A

25,600

1,264,128

Cleveland-Cliffs, Inc.

59,700

3,160,518

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Commercial Metals Co.

94,200

$ 1,591,038

Steel Dynamics, Inc.

152,100

2,599,389

United States Steel Corp.

67,200

5,215,392

 

13,830,465

TOTAL METALS & MINING

40,289,288

OIL, GAS & CONSUMABLE FUELS - 0.5%

Coal & Consumable Fuels - 0.5%

CONSOL Energy, Inc.

18,700

858,143

PAPER & FOREST PRODUCTS - 3.2%

Forest Products - 3.2%

Weyerhaeuser Co.

100,100

6,064,058

SPECIALTY RETAIL - 1.1%

Home Improvement Retail - 1.1%

Sherwin-Williams Co.

35,300

2,017,748

TRANSPORTATION INFRASTRUCTURE - 0.5%

Marine Ports & Services - 0.5%

Aegean Marine Petroleum Network, Inc.

39,100

873,885

TOTAL COMMON STOCKS

(Cost $193,955,009)

180,930,338

Money Market Funds - 5.8%

 

 

 

 

Fidelity Cash Central Fund, 1.92% (b)

8,745,520

8,745,520

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

2,302,000

2,302,000

TOTAL MONEY MARKET FUNDS

(Cost $11,047,520)

11,047,520

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $205,002,529)

191,977,858

NET OTHER ASSETS - (1.2)%

(2,243,150 )

NET ASSETS - 100%

$ 189,734,708

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 240,524

Fidelity Securities Lending Cash Central Fund

48,725

Total

$ 289,249

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

Annual Report

Fidelity Materials Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,351,428) - See accompanying schedule:

Unaffiliated issuers (cost $193,955,009)

$ 180,930,338

 

Fidelity Central Funds (cost $11,047,520)

11,047,520

 

Total Investments (cost $205,002,529)

 

$ 191,977,858

Receivable for investments sold

4,036,425

Dividends receivable

109,978

Distributions receivable from Fidelity Central Funds

21,197

Total assets

196,145,458

 

 

 

Liabilities

Payable to custodian bank

$ 709,437

Payable for investments purchased

3,396,836

Payable for fund shares redeemed

191

Other payables and accrued expenses

2,286

Collateral on securities loaned, at value

2,302,000

Total liabilities

6,410,750

 

 

 

Net Assets

$ 189,734,708

Net Assets consist of:

 

Paid in capital

$ 202,759,655

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(13,024,947 )

Net Assets , for 1,724,161 shares outstanding

$ 189,734,708

Net Asset Value , offering price and redemption price per share ($189,734,708 ÷ 1,724,161 shares)

$ 110.04

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

Annual Report

Fidelity Materials Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 4,054,685

Interest

 

393

Income from Fidelity Central Funds (including $48,725 from security lending)

 

289,249

Total income

 

4,344,327

 

 

 

Expenses

Custodian fees and expenses

$ 12,945

Independent directors' compensation

1,075

Total expenses before reductions

14,020

Expense reductions

(1,821 )

12,199

Net investment income (loss)

4,332,128

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(165,433)

Foreign currency transactions

(31,258 )

Total net realized gain (loss)

 

(196,691)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(61,792,734)

Assets and liabilities in foreign currencies

(1,380 )

Total change in net unrealized appreciation (depreciation)

 

(61,794,114 )

Net gain (loss)

(61,990,805 )

Net increase (decrease) in net assets resulting from operations

$ (57,658,677 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,332,128

$ 4,923,913

Net realized gain (loss)

(196,691)

27,885,427

Change in net unrealized appreciation (depreciation)

(61,794,114 )

52,819,699

Net increase (decrease) in net assets resulting
from operations

(57,658,677 )

85,629,039

Distributions to partners from net investment income

(4,455,922 )

(4,710,856 )

Affiliated share transactions
Proceeds from sales of shares

7,147,223

1,413,111

Reinvestment of distributions

1,473,396

123

Cost of shares redeemed

(13,563,583 )

(36,849,343 )

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

(4,942,964 )

(35,436,109 )

Total increase (decrease) in net assets

(67,057,563)

45,482,074

 

 

 

Net Assets

Beginning of period

256,792,271

211,310,197

End of period

$ 189,734,708

$ 256,792,271

Other Information

Shares

Sold

50,849

11,174

Issued in reinvestment of distributions

10,227

1

Redeemed

(84,602 )

(296,345 )

Net increase (decrease)

(23,526 )

(285,170 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 146.93

$ 103.95

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  2.48

  2.64 G

  .53

Net realized and unrealized gain (loss)

  (36.82 )

  42.85

  3.92

Total from investment operations

  (34.34 )

  45.49

  4.45

Distributions to partners from net investment income

  (2.55 )

  (2.51 )

  (.50 )

Net asset value, end of period

$ 110.04

$ 146.93

$ 103.95

Total Return A, B

  (23.79)%

  44.20%

  4.45%

Ratios to Average Net Assets D, I

 

 

 

Expenses before reductions

  .01%

  -% F

  -% F

Expenses net of fee waivers, if any

  .01%

  -% F

  -% F

Expenses net of all reductions

  -% F

  -% F

  -% F

Net investment income (loss)

  1.72%

  2.09% G

  .51%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 189,735

$ 256,792

$ 211,310

Portfolio turnover rate E

  100%

  65%

  0% J

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G Investment income per share reflects a special dividend which amounted to $.35 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.82%.

H For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Telecom Services Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Telecom Services Central Fund

-39.72%

-2.83%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Telecom Services Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Telecom Services Index performed over the same period.


FID244

Annual Report

Fidelity Telecom Services Central Fund

Management's Discussion of Fund Performance

Comments from Gavin Baker, Portfolio Manager of Fidelity® Telecom Services Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

Fidelity Telecom Services Central Fund was down 39.72% for the 12-month period ending September 30, 2008, underperforming the S&P 500 and the MSCI US Investable Market Telecommunications Services Index, which returned -33.74%. Versus the sector index, the fund was hurt by weak stock and market selection in the integrated telecommunications services group, specifically by being underweighted in Verizon and AT&T, both of which outperformed the index, and by overweighting poor-performing Qwest Communications. Though AT&T was by far the fund's largest holding at period end, Fidelity's policies limiting concentration of assets in just a handful of companies kept the fund underweighted in both AT&T and Verizon. An out-of-benchmark position in application software company Synchronoss Technologies also detracted. Another stock that dragged down performance was alternative carrier tw telecom. On the other hand, the fund got a boost from underweighting poor-performing wireless telecom services giant Sprint Nextel. The fund's out-of-benchmark holdings in cable and satellite company DIRECTV and French home entertainment software company Gameloft also improved performance.

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

Fidelity Telecom Services Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

AT&T, Inc.

12.4

24.8

Global Crossing Ltd.

7.2

6.5

Qwest Communications International, Inc.

7.1

6.0

Level 3 Communications, Inc.

6.2

0.8

Gameloft

4.7

0.1

Millicom International Cellular SA

4.6

4.5

Time Warner Cable, Inc.

4.3

0.0

Comcast Corp. Class A

4.3

4.6

Starent Networks Corp.

4.3

3.1

Turkcell Iletisim Hizmet AS sponsored ADR

4.2

0.0

 

59.3

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID246

Diversified Telecommunication Services 44.6%

 

FID248

Wireless Telecommunication
Services 27.1%

 

FID250

Media 14.7%

 

FID252

Software 5.4%

 

FID254

Communications Equipment 4.6%

 

FID256

All Others * 3.6%

 

FID258

As of March 31, 2008

FID246

Diversified Telecommunication Services 56.2%

 

FID248

Wireless Telecommunication
Services 24.4%

 

FID250

Media 10.1%

 

FID252

Software 3.9%

 

FID254

Communications Equipment 3.7%

 

FID256

All Others * 1.7%

 

FID266

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Telecom Services Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

COMMUNICATIONS EQUIPMENT - 4.6%

Communications Equipment - 4.6%

Aruba Networks, Inc. (a)

2,600

$ 13,338

F5 Networks, Inc. (a)

400

9,352

Infinera Corp. (a)

33,600

321,216

Juniper Networks, Inc. (a)

300

6,321

Polycom, Inc. (a)

400

9,252

Sandvine Corp. (a)

2,700

2,663

Starent Networks Corp. (a)

520,300

6,732,682

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

12,600

118,818

 

7,213,642

COMPUTERS & PERIPHERALS - 0.2%

Computer Hardware - 0.1%

Apple, Inc. (a)

1,100

125,026

Computer Storage & Peripherals - 0.1%

Isilon Systems, Inc. (a)(d)

31,300

138,033

NetApp, Inc. (a)

300

5,469

 

143,502

TOTAL COMPUTERS & PERIPHERALS

268,528

DIVERSIFIED TELECOMMUNICATION SERVICES - 44.6%

Alternative Carriers - 17.3%

Cable & Wireless PLC

5,367

15,939

Cogent Communications Group, Inc. (a)(d)

35,600

274,832

Global Crossing Ltd. (a)

739,600

11,212,336

Iliad Group SA

800

66,632

Level 3 Communications, Inc. (a)(d)

3,615,737

9,762,490

PAETEC Holding Corp. (a)

39,000

83,850

tw telecom, inc. (a)

545,800

5,670,862

 

27,086,941

Integrated Telecommunication Services - 27.3%

AT&T, Inc.

696,392

19,443,266

Cbeyond, Inc. (a)

202,600

2,915,414

Cincinnati Bell, Inc. (a)

140,800

435,072

Consolidated Communications Holdings, Inc.

39,100

589,628

Deutsche Telekom AG (Reg.)

1,900

28,845

Embarq Corp.

1,800

72,990

FairPoint Communications, Inc. (d)

6,204

53,789

NTELOS Holdings Corp.

19,451

523,037

PT Indosat Tbk

592,700

372,760

Common Stocks - continued

Shares

Value

DIVERSIFIED TELECOMMUNICATION SERVICES - CONTINUED

Integrated Telecommunication Services - continued

PT Telkomunikasi Indonesia Tbk Series B

194,000

$ 142,487

Qwest Communications International, Inc. (d)

3,418,200

11,040,786

Telecom Italia SpA sponsored ADR

7,700

114,884

Telefonica SA

600

14,261

Telefonica SA sponsored ADR

200

14,298

Telenor ASA

1,800

22,409

Telenor ASA sponsored ADR

1,100

40,480

Telkom SA Ltd.

900

11,511

Verizon Communications, Inc.

197,800

6,347,402

Vimpel Communications sponsored ADR

28,400

576,520

Windstream Corp.

2,596

28,400

 

42,788,239

TOTAL DIVERSIFIED TELECOMMUNICATION SERVICES

69,875,180

INTERNET SOFTWARE & SERVICES - 0.1%

Internet Software & Services - 0.1%

Google, Inc. Class A (sub. vtg.) (a)

100

40,052

SAVVIS, Inc. (a)(d)

14,900

200,256

 

240,308

MEDIA - 14.7%

Cable & Satellite - 14.7%

Comcast Corp. Class A

343,800

6,748,794

Liberty Global, Inc. Class A (a)

200

6,060

The DIRECTV Group, Inc. (a)

130,400

3,412,568

Time Warner Cable, Inc. (a)

279,800

6,771,160

Virgin Media, Inc. (d)

777,200

6,139,880

 

23,078,462

SOFTWARE - 5.4%

Application Software - 0.6%

Nuance Communications, Inc. (a)

300

3,657

OnMobile Global Ltd.

94,109

951,539

Synchronoss Technologies, Inc. (a)

1,405

13,221

 

968,417

Common Stocks - continued

Shares

Value

SOFTWARE - CONTINUED

Home Entertainment Software - 4.8%

Gameloft (a)

1,524,572

$ 7,329,984

Glu Mobile, Inc. (a)

78,700

153,465

 

7,483,449

TOTAL SOFTWARE

8,451,866

WIRELESS TELECOMMUNICATION SERVICES - 27.1%

Wireless Telecommunication Services - 27.1%

America Movil SAB de CV Series L sponsored ADR (a)

35,300

1,636,508

American Tower Corp. Class A (a)

128,200

4,611,354

Bharti Airtel Ltd. (a)

18,842

320,611

China Mobile (Hong Kong) Ltd. sponsored ADR

2,200

110,176

China Unicom Ltd. sponsored ADR

9,000

136,080

Clearwire Corp. (a)(d)

5,900

70,092

Crown Castle International Corp. (a)

83,700

2,424,789

Idea Cellular Ltd. (a)

105,887

172,792

Leap Wireless International, Inc. (a)(d)

106,800

4,069,080

MetroPCS Communications, Inc. (a)

30,800

430,892

Millicom International Cellular SA

103,700

7,121,079

MTN Group Ltd.

19,000

267,986

NII Holdings, Inc. (a)

123,000

4,664,160

NTT DoCoMo, Inc.

86

137,712

Orascom Telecom Holding SAE unit

300

10,593

Rogers Communications, Inc. Class B (non-vtg.)

14,600

473,499

SBA Communications Corp. Class A (a)(d)

56,100

1,451,307

Sprint Nextel Corp.

586,539

3,577,888

Syniverse Holdings, Inc. (a)

21,700

360,437

Telephone & Data Systems, Inc.

10,600

378,950

TIM Participacoes SA sponsored ADR (non-vtg.) (d)

46,000

959,560

Turkcell Iletisim Hizmet AS sponsored ADR

437,400

6,556,626

Virgin Mobile USA, Inc. Class A

900

2,646

Vivo Participacoes SA (PN) sponsored ADR

575,200

2,381,328

Vodafone Group PLC sponsored ADR

3,300

72,930

 

42,399,075

TOTAL COMMON STOCKS

(Cost $169,937,213)

151,527,061

Money Market Funds - 19.9%

Shares

Value

Fidelity Cash Central Fund, 1.92% (b)

1,838,046

$ 1,838,046

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

29,363,125

29,363,125

TOTAL MONEY MARKET FUNDS

(Cost $31,201,171)

31,201,171

TOTAL INVESTMENT PORTFOLIO - 116.6%

(Cost $201,138,384)

182,728,232

NET OTHER ASSETS - (16.6)%

(26,054,866 )

NET ASSETS - 100%

$ 156,673,366

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 101,129

Fidelity Securities Lending Cash Central Fund

219,256

Total

$ 320,385

Other Information

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

United States of America

73.5%

Bermuda

7.2%

France

4.7%

Luxembourg

4.6%

Turkey

4.2%

Brazil

2.1%

Mexico

1.0%

Others (individually less than 1%)

2.7%

 

100.0%

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

Annual Report

Fidelity Telecom Services Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $30,005,179) - See accompanying schedule:

Unaffiliated issuers (cost $169,937,213)

$ 151,527,061

 

Fidelity Central Funds (cost $31,201,171)

31,201,171

 

Total Investments (cost $201,138,384)

 

$ 182,728,232

Receivable for investments sold

5,961,294

Dividends receivable

28,390

Distributions receivable from Fidelity Central Funds

34,095

Total assets

188,752,012

 

 

 

Liabilities

Payable for investments purchased

$ 2,709,825

Payable for fund shares redeemed

132

Other payables and accrued expenses

5,564

Collateral on securities loaned, at value

29,363,125

Total liabilities

32,078,646

 

 

 

Net Assets

$ 156,673,366

Net Assets consist of:

 

Paid in capital

$ 175,102,218

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(18,428,852 )

Net Assets , for 1,746,322 shares outstanding

$ 156,673,366

Net Asset Value , offering price and redemption price per share ($156,673,366 ÷ 1,746,322 shares)

$ 89.72

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

Annual Report

Fidelity Telecom Services Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 4,337,849

Interest

 

15

Income from Fidelity Central Funds (including $219,256 from security lending)

 

320,385

Total income

 

4,658,249

 

 

 

Expenses

Custodian fees and expenses

$ 29,354

Independent directors' compensation

858

Total expenses before reductions

30,212

Expense reductions

(1,700 )

28,512

Net investment income (loss)

4,629,737

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(4,834,302)

Foreign currency transactions

19,087

Total net realized gain (loss)

 

(4,815,215)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(100,203,709)

Assets and liabilities in foreign currencies

(18,746 )

Total change in net unrealized appreciation (depreciation)

 

(100,222,455 )

Net gain (loss)

(105,037,670 )

Net increase (decrease) in net assets resulting from operations

$ (100,407,933 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30, 2008

Year ended
September 30, 2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,629,737

$ 4,907,838

Net realized gain (loss)

(4,815,215)

26,713,128

Change in net unrealized appreciation (depreciation)

(100,222,455 )

38,343,287

Net increase (decrease) in net assets resulting
from operations

(100,407,933 )

69,964,253

Distributions to partners from net investment income

(4,591,852 )

(4,912,754 )

Affiliated share transactions
Proceeds from sales of shares

12,552,763

1,697,989

Reinvestment of distributions

1,832,894

-

Cost of shares redeemed

(369,404 )

(37,019,748 )

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

14,016,253

(35,321,759 )

Total increase (decrease) in net assets

(90,983,532)

29,729,740

 

 

 

Net Assets

Beginning of period

247,656,898

217,927,158

End of period

$ 156,673,366

$ 247,656,898

Other Information

Shares

Sold

106,662

12,367

Issued in reinvestment of distributions

17,255

-

Redeemed

(3,545 )

(283,056 )

Net increase (decrease)

120,372

(270,689 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 152.32

$ 114.90

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  2.76

  2.85

  .14

Net realized and unrealized gain (loss)

  (62.62 )

  37.42

  14.89

Total from investment operations

  (59.86 )

  40.27

  15.03

Distributions to partners from net investment income

  (2.74 )

  (2.85 )

  (.13 )

Net asset value, end of period

$ 89.72

$ 152.32

$ 114.90

Total Return A, B

  (39.72)%

  35.42%

  15.03%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  .02%

  -% F

  -% F

Expenses net of fee waivers, if any

  .01%

  -% F

  -% F

Expenses net of all reductions

  .01%

  -% F

  -% F

Net investment income (loss)

  2.34%

  2.13%

  .13%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 156,673

$ 247,657

$ 217,927

Portfolio turnover rate E

  191%

  55%

  16% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

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

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

Annual Report

Fidelity Utilities Central Fund

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity Utilities Central Fund

-22.54%

-0.71%

A From July 21, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Utilities Central Fund on July 21, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI US Investable Market Utilities Index performed over the same period.


FID268

Annual Report

Fidelity Utilities Central Fund

Management's Discussion of Fund Performance

Comments from Douglas Simmons, Portfolio Manager of Fidelity® Utilities Central Fund

Stocks fell sharply for the 12 months ending September 30, 2008, amid a backdrop of falling home values, tight credit and scarce liquidity. In that time frame, the Standard & Poor's 500 SM Index declined 21.98%. Of the 10 market sectors in the S&P 500®, only consumer staples had a positive return, rising just under 1%. The others all suffered double-digit losses, led by the roughly 39% decline of the financials sector. In the final quarter of the period, under the strain of a credit crisis and dwindling capital, several of the largest institutions on Wall Street went bankrupt, were forced into acquisitions or were seized by the U.S. government. When Congress failed to agree on a financial bailout plan toward period end, a sell-off of historic proportions ensued. The Dow Jones Industrial Average SM plummeted roughly 778 points on September 29 - its worst single-day point loss ever - and finished down 19.85% for the 12 months overall, while the NASDAQ Composite® Index dropped 21.99%. The MSCI® Europe, Australasia, Far East (EAFE®) Index - a measure of developed markets outside the U.S. and Canada - fell 30.39%, exacerbated by the renewed strength of the U.S. dollar.

For the year ending September 30, 2008, the fund returned -22.54%, underperforming the S&P 500 and the -14.59% return of the MSCI US Investable Market Utilities Index. Unsuccessful stock selection in the electric utilities, independent power/energy trade, multi-utilities and gas utilities groups hurt the fund's performance relative to the MSCI benchmark, as did unfavorable market-weighting decisions in the latter three groups and in oil/gas storage and transport. Not owning electric utility Southern Company and underweighting multi-utility Dominion Resources - large components of the MSCI index - detracted, as both stocks posted positive returns. Also hurting the fund's return was overweighting several names that underperformed: independent power/energy traders Constellation Energy Group and NRG Energy; electric utilities PPL Corporation and Allegheny Energy; and oil/gas storage and transport firm Southern Union. An out-of-benchmark position in oil/gas storage and transport provider Spectra Energy helped, as did timely ownership of independent power/energy trader Mirant and gas utility Equitable Resources, along with underweighting independent power/energy trader Dynegy. Lastly, the fund's cash holdings benefited results in a down market. Some stocks mentioned here were not held 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

Fidelity Utilities Central Fund

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exelon Corp.

11.0

11.0

Entergy Corp.

8.0

6.0

PPL Corp.

7.0

9.4

Duke Energy Corp.

6.7

0.0

Dominion Resources, Inc.

5.7

4.3

American Electric Power Co., Inc.

5.4

5.0

FirstEnergy Corp.

5.2

4.0

Public Service Enterprise Group, Inc.

4.8

5.1

Allegheny Energy, Inc.

4.7

4.0

Sempra Energy

4.7

4.9

 

63.2

 

Top Industries (% of fund's net assets)

As of September 30, 2008

FID96

Electric Utilities 62.7%

 

FID98

Multi-utilities 23.7%

 

FID100

Independent Power
Producers & Energy Traders 7.0%

 

FID102

Gas Utilities 2.2%

 

FID104

Electronic Equipment &
Components 0.5%

 

FID106

All Others * 3.9%

 

FID276

As of March 31, 2008

FID96

Electric Utilities 52.9%

 

FID98

Multi-utilities 18.6%

 

FID100

Independent Power
Producers & Energy Traders 15.9%

 

FID102

Gas Utilities 3.5%

 

FID104

Oil, Gas & Consumable Fuels 2.4%

 

FID106

All Others * 6.7%

 

FID284

* Includes short-term investments and net other assets.

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Annual Report

Fidelity Utilities Central Fund

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value

DIVERSIFIED FINANCIAL SERVICES - 0.2%

Other Diversifed Financial Services - 0.2%

Hicks Acquisition Co. I, Inc. unit

50,400

$ 451,584

ELECTRIC UTILITIES - 62.7%

Electric Utilities - 62.7%

Allegheny Energy, Inc.

247,100

9,085,867

American Electric Power Co., Inc.

276,900

10,253,607

Duke Energy Corp.

740,300

12,903,429

Entergy Corp.

171,200

15,238,512

Exelon Corp.

334,818

20,966,303

FirstEnergy Corp.

147,500

9,881,025

FPL Group, Inc.

132,700

6,674,810

Great Plains Energy, Inc.

48,567

1,079,159

ITC Holdings Corp.

28,700

1,485,799

Northeast Utilities

64,800

1,662,120

Pepco Holdings, Inc.

177,400

4,064,234

Portland General Electric Co.

700

16,562

PPL Corp.

360,800

13,356,816

Progress Energy, Inc.

182,000

7,849,660

Sierra Pacific Resources

185,900

1,780,922

Westar Energy, Inc.

151,709

3,495,375

 

119,794,200

ELECTRONIC EQUIPMENT & COMPONENTS - 0.5%

Electronic Equipment & Instruments - 0.5%

Itron, Inc. (a)

10,600

938,418

GAS UTILITIES - 2.2%

Gas Utilities - 2.2%

Energen Corp.

27,900

1,263,312

Questar Corp.

71,100

2,909,412

 

4,172,724

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS - 7.0%

Independent Power Producers & Energy Traders - 7.0%

Constellation Energy Group, Inc.

242,900

5,902,470

Dynegy, Inc. Class A (a)

70,700

253,106

NRG Energy, Inc. (a)(d)

268,900

6,655,275

Reliant Energy, Inc. (a)

72,100

529,935

 

13,340,786

Common Stocks - continued

Shares

Value

MULTI-UTILITIES - 23.7%

Multi-Utilities - 23.7%

CenterPoint Energy, Inc.

128,800

$ 1,876,616

Dominion Resources, Inc.

256,600

10,977,348

OGE Energy Corp.

9,700

299,536

Public Service Enterprise Group, Inc.

280,600

9,200,874

Puget Energy, Inc.

6,900

184,230

Sempra Energy

178,000

8,983,660

TECO Energy, Inc.

332,380

5,228,337

Wisconsin Energy Corp.

71,800

3,223,820

Xcel Energy, Inc.

269,000

5,377,310

 

45,351,731

TOTAL COMMON STOCKS

(Cost $199,196,372)

184,049,443

Money Market Funds - 5.1%

 

 

 

 

Fidelity Cash Central Fund, 1.92% (b)

5,607,071

5,607,071

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

4,146,750

4,146,750

TOTAL MONEY MARKET FUNDS

(Cost $9,753,821)

9,753,821

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $208,950,193)

193,803,264

NET OTHER ASSETS - (1.4)%

(2,760,319 )

NET ASSETS - 100%

$ 191,042,945

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan 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

$ 519,354

Fidelity Securities Lending Cash Central Fund

27,891

Total

$ 547,245

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

Annual Report

Fidelity Utilities Central Fund

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,232,250) - See accompanying schedule:

Unaffiliated issuers (cost $199,196,372)

$ 184,049,443

 

Fidelity Central Funds (cost $9,753,821)

9,753,821

 

Total Investments (cost $208,950,193)

 

$ 193,803,264

Receivable for investments sold

2,790,043

Dividends receivable

355,842

Distributions receivable from Fidelity Central Funds

20,650

Total assets

196,969,799

 

 

 

Liabilities

Payable for investments purchased

$ 1,778,847

Payable for fund shares redeemed

179

Distributions payable

4

Other payables and accrued expenses

1,074

Collateral on securities loaned, at value

4,146,750

Total liabilities

5,926,854

 

 

 

Net Assets

$ 191,042,945

Net Assets consist of:

 

Paid in capital

$ 206,189,874

Net unrealized appreciation (depreciation) on investments

(15,146,929 )

Net Assets , for 2,046,814 shares outstanding

$ 191,042,945

Net Asset Value , offering price and redemption price per share ($191,042,945 ÷ 2,046,814 shares)

$ 93.34

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

Annual Report

Fidelity Utilities Central Fund
Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

 

 

 

Investment Income

 

 

Dividends

 

$ 5,033,393

Interest

 

4,788

Income from Fidelity Central Funds (including $27,891 from security lending)

 

547,245

Total income

 

5,585,426

 

 

 

Expenses

Custodian fees and expenses

$ 5,800

Independent directors' compensation

1,054

Total expenses before reductions

6,854

Expense reductions

(1,226 )

5,628

Net investment income (loss)

5,579,798

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(11,433,742)

Foreign currency transactions

11,865

Total net realized gain (loss)

 

(11,421,877)

Change in net unrealized appreciation (depreciation) on investment securities

(49,529,424 )

Net gain (loss)

(60,951,301 )

Net increase (decrease) in net assets resulting from operations

$ (55,371,503 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,579,798

$ 6,606,133

Net realized gain (loss)

(11,421,877)

22,158,474

Change in net unrealized appreciation (depreciation)

(49,529,424 )

27,208,450

Net increase (decrease) in net assets resulting
from operations

(55,371,503 )

55,973,057

Distributions to partners from net investment income

(5,400,531 )

(6,467,565 )

Affiliated share transactions
Proceeds from sales of shares

7,074,072

993,920

Reinvestment of distributions

2,613,027

298

Cost of shares redeemed

(6,459,983 )

(52,410,482 )

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

3,227,116

(51,416,264 )

Total increase (decrease) in net assets

(57,544,918)

(1,910,772)

 

 

 

Net Assets

Beginning of period

248,587,863

250,498,635

End of period

$ 191,042,945

$ 248,587,863

Other Information

Shares

Sold

58,952

8,009

Issued in reinvestment of distributions

22,910

2

Redeemed

(53,027 )

(454,518 )

Net increase (decrease)

28,835

(446,507 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 123.19

$ 101.64

$ 100.00

Income from Investment Operations

 

 

 

Net investment income (loss) C

  2.74

  3.02

  .62

Net realized and unrealized gain (loss)

  (29.93 )

  21.53

  1.63

Total from investment operations

  (27.19 )

  24.55

  2.25

Distributions to partners from net investment income

  (2.66 )

  (3.00 )

  (.61 )

Net asset value, end of period

$ 93.34

$ 123.19

$ 101.64

Total Return A, B

  (22.54)%

  24.29%

  2.24%

Ratios to Average Net Assets D, H

 

 

 

Expenses before reductions

  -% F

  -% F

  -% F

Expenses net of fee waivers, if any

  -% F

  -% F

  -% F

Expenses net of all reductions

  -% F

  -% F

  -% F

Net investment income (loss)

  2.27%

  2.57%

  .61%

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 191,043

$ 248,588

$ 250,499

Portfolio turnover rate E

  112%

  94%

  1% I

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

G For the period July 21, 2006 (commencement of operations) to September 30, 2006.

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

I 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 September 30, 2008

1. Organization.

Fidelity Consumer Discretionary Central Fund (Consumer Discretionary), Fidelity Consumer Staples Central Fund (Consumer Staples), Fidelity Energy Central Fund (Energy), Fidelity Financials Central Fund (Financials), Fidelity Health Care Central Fund (Health Care), Fidelity Industrials Central Fund (Industrials), Fidelity Information Technology Central Fund (Information Technology), Fidelity Materials Central Fund (Materials), Fidelity Telecom Services Central Fund (Telecom Services), and Fidelity Utilities Central Fund (Utilities), collectively referred to as the Funds, are funds of Fidelity Central Investment Portfolios LLC (the LLC) and are 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 each Fund are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates (the Investing Funds). The Funds are non-diversified with the exception of Financials. The Funds invest primarily in securities of companies whose principal business activities fall within specific industries. The Funds are referred to as Fidelity Central Funds and may also invest in other Fidelity Central Funds available only to investment companies and other accounts managed by FMR and its affiliates. 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. Certain Funds' investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the other Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Foreign Currency. Certain Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 Funds are 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 Funds estimate 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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Expenses. Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because all income and expenses and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income tax returns.

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis which are deemed distributed based on allocations to the partners and are reclassified to paid in capital. Due to the Fund's partnership structure, paid in capital includes net realized gain/loss on investments.

Each Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

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

 

Cost for Federal
Income Tax
Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

Consumer Discretionary

$ 679,577,079

$ 35,002,637

$ (97,938,061)

$ (62,935,424)

Consumer Staples

504,524,793

68,980,729

(29,256,696)

39,724,033

Energy

670,016,285

54,769,628

(145,016,862)

(90,247,234)

Financials

1,041,966,120

44,566,654

(213,590,190)

(169,023,536)

Health Care

700,631,118

47,967,611

(72,321,523)

(24,353,912)

Industrials

680,056,322

26,070,895

(81,635,827)

(55,564,932)

Information Technology

1,012,992,414

36,859,869

(219,453,946)

(182,594,077)

Materials

206,418,929

19,739,400

(34,180,471)

(14,441,071)

Telecom Services

204,268,967

9,758,958

(31,299,693)

(21,540,735)

Utilities

211,452,531

5,636,964

(23,286,231)

(17,649,267)

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

Annual Report

4. Operating Policies.

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

Restricted Securities. Certain Funds 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 each applicable Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

 

Purchases ($)

Sales ($)

Consumer Discretionary

381,881,057

388,892,243

Consumer Staples

337,780,916

336,132,639

Energy

830,568,689

871,434,004

Financials

573,615,856

541,833,338

Health Care

992,218,454

998,219,392

Industrials

820,126,918

848,275,251

Information Technology

2,138,346,906

2,125,713,229

Materials

244,734,803

249,473,213

Telecom Services

390,013,195

372,799,851

Utilities

272,256,947

256,174,643

Fidelity Financials Central Fund realized a gain and loss of $6,403 and $102,247 respectively, on sales of investments which did not meet the investment restrictions of the Fund. The loss of $102,247 was fully reimbursed by the Fund's investment advisor.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract . Fidelity Management & Research Company, Inc. (FMRC), an affiliate of FMR, provides each Fund with investment management services. The Funds do not pay any fees for these services. Pursuant to each 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 pays all other expenses of each Fund, excluding custody fees, the compensation of the independent Directors, and certain exceptions such as interest expense.

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were as follows:

 

Amount

Consumer Discretionary

$ 5,420

Consumer Staples

4,818

Energy

7,834

Financials

12,131

Health Care

15,180

Industrials

10,331

Information Technology

45,206

Materials

2,839

Telecom Services

10,721

Utilities

5,495

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, 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. Each applicable fund's activity in this program during the period for which loans were outstanding was as follows:

 

Borrower or Lender

Average Daily Loan Balance

Weighted Average Interest Rate

Interest
Expense

Financials

Borrower

$ 7,666,500

2.35%

$ 1,001

Information Technology

Borrower

8,283,588

3.99%

15,597

7. Security Lending.

Certain Funds lend portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned

Annual Report

7. Security Lending - continued

securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds.

8. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of each Fund's operating expenses. In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce each applicable Fund's expenses. During the period, the reductions of expenses for each Fund is noted in the table below.

Fund

Expense Reduction

Custody Earnings Credits

Consumer Discretionary

$ 2,664

$ 3,012

Consumer Staples

2,459

312

Energy

3,336

-

Financials

4,587

4,669

Health Care

3,195

2,046

Industrials

3,260

1,802

Information Technology

4,311

779

Materials

1,075

746

Telecom Services

858

842

Utilities

1,054

172

9. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum

Annual Report

Notes to Financial Statements - continued

9. Other - continued

exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

During the period, Lehman Brothers Holdings, Inc. and certain of its affiliates (LBHI) sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. At the time LBHI's insolvency proceedings were instituted, Energy and Health Care had outstanding securities trades with counterparties affiliated with LBHI. As a result of the insolvency proceedings, LBHI is unable to fulfill its commitments and, in certain cases, Energy and Health Care may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. FMR believes that the financial impact to Energy and Health Care relating to the terminated trades and agreements is immaterial.

At the end of the period, mutual funds managed by FMR or an affiliate were the owners of record of all of the outstanding shares of the Funds according to the following schedule:

 

% ownership of each Equity Sector Central Fund

Asset Manager 20%

8.1%

Asset Manager 30%

0.2%

Asset Manager 40%

0.1%

Asset Manager 50%

55.2%

Asset Manager 60%

0.3%

Asset Manager 70%

29.9%

Asset Manager 85%

6.1%

Broad Market Opportunities

0.1%

Annual Report

Report of Independent Registered Public Accounting Firm

To the Directors of Fidelity Central Investment Portfolios LLC and the Shareholders of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund:

We have audited the accompanying statements of assets and liabilities of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund (the Portfolios), each a Portfolio of Fidelity Central Investment Portfolios LLC, including the schedules of investments, as of September 30, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Health Care Central Fund, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund as of September 30, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Annual Report

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 25, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and funds, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

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

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

Interested Trustees *:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 2004

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

James C. Curvey (73)

 

Year of Election or Appointment: 2007

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

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

Independent Trustees :

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

Name, Age; Principal Occupation

Dennis J. Dirks (60)

 

Year of Election or Appointment: 2005

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

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

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

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (64)

 

Year of Election or Appointment: 2008

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

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (69)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (59)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (58)

 

Year of Election or Appointment: 2008

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

Advisory Board Member and Executive Officers **:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Brian B. Hogan (44)

 

Year of Election or Appointment: 2007

Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR. Previously, Mr. Hogan served as a portfolio manager.

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

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

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

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

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

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

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

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

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Consumer Discretionary Central Fund
Consumer Staples Central Fund
Energy Central Fund
Financials Central Fund
Health Care Central Fund
Industrials Central Fund
Information Technology Central Fund
Materials Central Fund
Telecom Services Central Fund
Utilities Central Fund

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

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

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

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to each 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 each fund were not relevant to the renewal of the Advisory Contracts because the funds pay no advisory fees and FMR bears all expenses of each fund, except expenses related to each fund's investment activities.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Annual Report

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

Annual Report

Fidelity ® Floating Rate
Central Fund

Annual Report

September 30, 2008

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

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.

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.

FR1-ANN-1108
1.814672.103

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity® Floating Rate Central Fund

-6.98%

2.23%

A From December 15, 2004.

$10,000 Over Life of Fund *

Let's say hypothetically that $10,000 was invested in Fidelity ® Floating Rate Central Fund on December 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's® (S&P®)/LSTA Leveraged Performing Loan Index performed over the same period.


FID286

* From December 31, 2004 (first date following the fund's commencement for which the life of fund return for the S&P/LSTA Leveraged Performing Loan Index is available).

Annual Report

Management's Discussion of Fund Performance

Comments from Eric Mollenhauer, Portfolio Manager of Fidelity® Floating Rate Central Fund

During the 12 months that ended September 30, 2008, the S&P®/LSTA Leveraged Performing Loan Index returned -7.94%. An extraordinary dislocation of buyers and sellers caused the leveraged-loan market to perform in fits and starts throughout the past year. Monthly returns ranged from a high in April of 3.78% to a low of -6.15% in September. This erratic performance can be attributed to a shifting financial landscape. As the period began, demand from collateralized loan obligations (CLOs), which had been a major outlet for new issues, dried up as market demand for structured products all but disappeared. Meanwhile, a massive new-issue calendar loomed, as banks moved new loans off their books, affecting the entire secondary market. The price volatility also resulted in hedge funds and market-value CLOs being forced to unwind positions when they reached certain price levels, putting pressure on liquid issues, including better-quality loans. Amid this turmoil, Bear Stearns and Lehman Brothers, two major investment banks active in the loan market, went out of business.

During the past year, the fund declined 6.98%, topping the S&P/LSTA benchmark. Positive security selection and market selection drove the outperformance. A modest cash position also helped. The fund's largest individual contributor versus the index was media company Tribune. During such a volatile period, owning one of the company's short-term loans, which gets paid down with asset-sale proceeds, was helpful. Avoiding Idearc loans benefited relative performance as well. I believed the company, a yellow pages spin-off from Verizon, faced an unattractive outlook against secular and cyclical head winds. Another contributor was Kronos, a provider of workplace management software that has consistently grown revenues and cash flow. Turning to detractors, the fund was underweighted in Alltel because I believed it carried too much debt relative to its capital structure. This positioning detracted from performance when Verizon surprisingly offered to buy the cellular phone company less than one year after Alltel's leveraged buyout. Freescale Semiconductor also hurt, as technical and fundamental factors weighed on its loan price. However, the company was working on a restructuring of its business, which could improve margins and cash flow. As a result, the fund continued to hold the position at period end. The fund's position in a Daimler Chrysler Financial Services loan declined amid the financial market turmoil, but I still held the position for its attractive yield and its asset coverage.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2008 to September 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

Annualized Expense Ratio

Beginning
Account Value
April 1, 2008

Ending
Account Value
September 30, 2008

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

Actual

.0005%

$ 1,000.00

$ 982.80

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.00

$ .00**

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

** Rounds to less than $.01.

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of September 30, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Texas Competitive Electric Holdings Co. LLC

4.0

3.5

HCA, Inc.

3.5

2.8

Charter Communications Operating LLC

2.3

1.9

Freescale Semiconductor, Inc.

1.7

1.4

Kronos, Inc.

1.5

1.4

 

13.0

 

Top Five Market Sectors as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Healthcare

11.7

12.5

Technology

8.3

7.9

Electric Utilities

7.7

7.6

Telecommunications

7.4

6.7

Cable TV

5.1

5.1

Quality Diversification (% of fund's net assets)

As of September 30, 2008

As of March 31, 2008

FID288

BBB 2.6%

 

FID288

BBB 1.6%

 

FID291

BB 38.7%

 

FID291

BB 44.4%

 

FID294

B 38.9%

 

FID294

B 33.3%

 

FID297

CCC,CC,C 3.7%

 

FID297

CCC,CC,C 5.6%

 

FID300

Not Rated 12.5%

 

FID300

Not Rated 10.9%

 

FID303

Short-Term Investments
and Net Other Assets 3.6%

 

FID303

Short-Term Investments
and Net Other Assets 4.2%

 


FID306

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

Asset Allocation (% of fund's net assets)

As of September 30, 2008 *

As of March 31, 2008 **

FID288

Floating Rate Loans 90.5%

 

FID288

Floating Rate Loans 88.9%

 

FID310

Nonconvertible Bonds 5.9%

 

FID310

Nonconvertible Bonds 6.9%

 

FID310

Interfund Loans 1.5%

 

FID310

Interfund Loans 0.2%

 

FID303

Short-Term Investments
and Net Other Assets 2.1%

 

FID303

Short-Term Investments
and Net Other Assets 4.0%

 

* Foreign investments

5.0%

 

** Foreign investments

4.5%

 


FID317

Annual Report

Investments September 30, 2008

Showing Percentage of Net Assets

Floating Rate Loans (d) - 90.5%

 

Principal Amount

Value

Aerospace - 0.8%

McKechnie Aerospace Holdings Ltd.:

Tranche 1LN, term loan 4.45% 5/11/14 (c)

$ 1,135,625

$ 1,016,384

Tranche 2LN, term loan 7.47% 5/11/15 pay-in-kind (c)

860,000

636,400

Sequa Corp. term loan 6.95% 12/3/14 (c)

8,208,460

7,346,572

TransDigm, Inc. term loan 5.21% 6/23/13 (c)

9,760,000

9,076,800

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 5.96% 9/29/13 (c)

1,556,000

1,415,960

Tranche 2LN, term loan 9.46% 3/28/14 (c)

570,000

501,600

 

19,993,716

Air Transportation - 1.0%

Delta Air Lines, Inc.:

Tranche 1LN, Revolving Credit-Linked Deposit 5.6399% 4/30/12 (c)

7,761,600

6,054,048

Tranche 2LN, term loan 6.95% 4/30/14 (c)

13,839,000

9,548,910

Northwest Airlines, Inc. term loan 4.75% 8/21/13 (c)

4,652,525

3,768,545

United Air Lines, Inc. Tranche B, term loan 5.457% 2/1/14 (c)

7,532,303

4,519,382

US Airways Group, Inc. term loan 6.2088% 3/23/14 (c)

4,880,000

2,806,000

 

26,696,885

Automotive - 3.6%

Allison Transmission, Inc. term loan 5.3773% 8/7/14 (c)

10,712,581

8,677,190

AM General LLC:

term loan 9.1788% 4/17/12 (c)

19,333,148

14,499,861

Tranche B, term loan 5.8241% 9/30/13 (c)

11,111,172

9,222,272

5.4875% 9/30/12 (c)

444,716

369,114

Ford Motor Co. term loan 5.49% 12/15/13 (c)

14,056,367

9,277,202

General Motors Corp. term loan 5.1625% 11/29/13 (c)

22,369,010

14,316,166

Navistar International Corp.:

term loan 6.1914% 1/19/12 (c)

14,666,667

12,613,333

Credit-Linked Deposit 6.0463% 1/19/12 (c)

5,333,333

4,586,667

Oshkosh Co. Tranche B, term loan 4.32% 12/6/13 (c)

9,079,821

7,490,852

Rexnord Corp. Tranche B, term loan 5.2863% 7/19/13 (c)

4,740,820

4,266,738

Visteon Corp. term loan 5.49% 6/13/13 (c)

9,000,000

4,950,000

 

90,269,395

Broadcasting - 2.3%

FoxCo Acquisition LLC Tranche B, term loan 7.25% 7/14/15 (c)

10,055,000

9,275,738

Nexstar Broadcasting, Inc. Tranche B, term loan 5.5119% 10/1/12 (c)

5,418,776

4,660,147

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Broadcasting - continued

Univision Communications, Inc.:

Tranche 1LN, term loan 5.1213% 9/29/14 (c)

$ 40,335,000

$ 25,612,725

Tranche 2LN, term loan 6.5% 3/29/09 (c)

5,778,750

5,374,238

VNU, Inc. term loan 4.8025% 8/9/13 (c)

15,949,247

13,636,606

 

58,559,454

Cable TV - 5.0%

Charter Communications Operating LLC Tranche B 1LN, term loan 4.8% 3/6/14 (c)

70,812,906

57,446,970

CSC Holdings, Inc. Tranche B, term loan 4.57% 3/31/13 (c)

35,196,631

30,973,035

Discovery Communications, Inc. term loan 5.7619% 5/14/14 (c)

14,844,319

13,656,773

Liberty Cablevision of Puerto Rico LTC term loan 4.4881% 6/15/14 (c)

2,024,375

1,639,744

NTL Cable PLC Tranche B, term loan 4.7994% 9/3/2012 (c)

3,471,655

3,107,131

San Juan Cable, Inc. Tranche 1, term loan 4.82% 10/31/12 (c)

5,408,941

4,327,153

UPC Broadband Holding BV Tranche N1, term loan 4.2363% 12/31/14 (c)

19,133,990

16,646,571

 

127,797,377

Capital Goods - 2.0%

Amsted Industries, Inc.:

term loan 4.84% 4/5/13 (c)

3,547,507

3,228,231

Tranche DD, term loan 5.0345% 4/5/13 (c)

2,296,030

2,089,388

Ashtead Group PLC term loan 4.5625% 8/31/11 (c)

5,472,000

5,088,960

Baker Tanks, Inc. Tranche C, term loan 5.2979% 5/8/14 (c)

1,461,500

1,213,045

Chart Industries, Inc. Tranche B, term loan 5.2578% 10/17/12 (c)

226,667

204,000

Dresser, Inc.:

Tranche 2LN, term loan 8.5569% 5/4/15 pay-in-kind (c)

15,330,000

13,950,300

Tranche B 1LN, term loan 5.096% 5/4/14 (c)

8,108,052

7,459,408

EnergySolutions, Inc.:

Credit-Linked Deposit 5.44% 6/7/13 (c)

370,716

333,644

term loan 5.47% 6/7/13 (c)

8,555,643

7,700,078

Flowserve Corp. term loan 5.2218% 8/10/12 (c)

1,175,718

1,111,053

Kinetek Industries, Inc. Tranche B, term loan 6.2% 11/10/13 (c)

1,218,300

1,096,470

Polypore, Inc. Tranche B, term loan 6.03% 7/3/14 (c)

8,139,793

7,488,609

 

50,963,186

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Chemicals - 0.7%

Foamex LP Tranche 1LN, term loan 6.0332% 2/12/13 (c)

$ 7,651,624

$ 3,902,328

Lyondell Chemical Co. Tranche A, term loan 5.9888% 12/20/13 (c)

9,019,231

6,944,808

Solutia, Inc. term loan 8.5% 2/28/14 (c)

7,617,438

6,855,694

 

17,702,830

Consumer Products - 2.1%

Amscan Holdings, Inc. term loan 5.29% 5/25/13 (c)

6,432,050

5,595,884

Fender Musical Instrument Corp.:

term loan 5.1697% 6/9/14 (c)

6,204,000

5,428,500

Tranche DD, term loan 6.02% 6/9/14 (c)

3,125,500

2,734,813

Huish Detergents, Inc. Tranche B 1LN, term loan 5.77% 4/26/14 (c)

9,480,000

8,152,800

Jarden Corp.:

term loan 5.5119% 1/24/12 (c)

4,972,281

4,276,162

Tranche B2, term loan 5.5119% 1/24/12 (c)

1,282,402

1,102,865

KIK Custom Products, Inc. Tranche 1LN, term loan 5.46% 5/31/14 (c)

5,900,600

4,071,414

Simmons Bedding Co. Tranche D, term loan 5.35% 12/19/11 (c)

4,461,139

3,970,413

Spectrum Brands, Inc.:

Tranche B1, term loan 6.7321% 3/30/13 (c)

7,955,594

5,807,584

6.4863% 3/30/13 (c)

402,739

293,999

Sports Authority, Inc. Tranche B, term loan 6.0119% 5/3/13 (c)

15,607,065

11,705,299

 

53,139,733

Containers - 1.6%

Anchor Glass Container Corp. term loan 7.763% 6/20/14 (c)

12,800,000

12,384,000

Crown Holdings, Inc.:

term loan B 4.4231% 11/15/12 (c)

1,960,000

1,842,400

Tranche B, term loan 4.4231% 11/15/12 (c)

11,123,000

10,455,620

Owens-Brockway Glass Container, Inc. Tranche B, term loan 3.9875% 6/14/13 (c)

16,328,048

15,185,085

 

39,867,105

Diversified Financial Services - 4.3%

AlixPartners LLP Tranche B, term loan 4.79% 10/12/13 (c)

17,388,892

15,997,780

AX Acquisition Corp. Tranche B1, term loan 6.0625% 8/15/14 (c)

7,751,700

6,976,530

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Diversified Financial Services - continued

DaimlerChrysler Financial Services:

Tranche 1LN, term loan 6.82% 8/3/12 (c)

$ 19,611,258

$ 13,139,543

Tranche 2LN, term loan 9.32% 8/3/13 (c)

4,770,000

2,098,800

Lender Processing Services, Inc. Tranche B, term loan 6.2038% 6/18/14 (c)

8,334,113

8,084,089

LPL Investment Holdings, Inc. Tranche D, term loan 5.5119% 6/28/13 (c)

9,825,375

8,744,584

MSCI, Inc. term loan 5.31% 11/20/14 (c)

1,151,300

1,105,248

Nuveen Investments, Inc. term loan 6.7256% 11/13/14 (c)

23,880,000

19,820,400

Royalty Pharma Finance Trust Tranche B, term loan 6.0119% 4/16/13 (c)

23,309,322

21,735,943

Tempus Public Foundation Generation Holdings LLC:

revolver loan 5.7619% 12/15/13 (c)

584,903

520,564

Tranche 1LN, term loan 5.7619% 12/15/13 (c)

8,882,289

7,905,237

Tranche 2LN, term loan 8.0119% 12/15/14 (c)

2,445,000

2,029,350

5.7619% 12/15/13 (c)

1,865,840

1,660,598

 

109,818,666

Diversified Media - 0.6%

Advanstar, Inc. Tranche 1LN, term loan 6.0119% 5/31/14 (c)

4,730,125

3,358,389

Advantage Sales & Marketing LLC term loan 5.618% 3/29/13 (c)

2,215,461

1,927,451

Muzak Holdings LLC term loan 6.55% 1/15/09 (c)

4,874,055

4,532,872

NextMedia Operating, Inc.:

Tranche 1, term loan 7.2191% 11/18/12 (c)

506,806

420,649

Tranche 2, term loan 10.47% 11/15/13 (c)

3,007,583

2,195,536

Quebecor Media, Inc. Tranche B, term loan 4.7906% 1/17/13 (c)

2,515,500

2,238,795

 

14,673,692

Electric Utilities - 7.7%

Ashmore Energy International:

Revolving Credit-Linked Deposit 6.77% 3/30/12 (c)

2,003,048

1,752,667

term loan 6.7619% 3/30/14 (c)

9,790,871

8,567,012

Bicent Power LLC Tranche 2LN, term loan 7.77% 12/31/14 (c)

7,570,000

5,980,300

Calpine Corp. Tranche D, term loan 6.645% 3/29/14 (c)

18,950,460

15,918,387

Coleto Creek WLE LP:

LOC 6.5119% 6/28/13 (c)

1,762,833

1,533,665

term loan 6.5119% 6/28/13 (c)

10,796,026

9,392,543

Dynegy Holdings, Inc. 5.21% 4/2/13 (c)

3,000,000

2,520,000

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Electric Utilities - continued

Energy Investors Funds term loan 4.2388% 4/11/14 (c)

$ 3,840,574

$ 3,418,111

MACH Gen LLC:

term loan 4.81% 2/22/14 (c)

2,347,081

2,041,961

5.7619% 2/22/13 (c)

247,500

215,325

Mirant North America LLC term loan 5.4538% 1/3/13 (c)

10,840,993

9,973,714

NRG Energy, Inc.:

term loan 5.2619% 2/1/13 (c)

21,590,394

19,539,307

4.3% 2/1/13 (c)

10,607,118

9,599,442

NSG Holdings LLC:

term loan 4.32% 6/15/14 (c)

4,221,276

3,756,936

4.32% 6/15/14 (c)

579,592

515,837

Texas Competitive Electric Holdings Co. LLC:

Tranche B1, term loan 6.23% 10/10/14 (c)

13,954,774

11,722,010

Tranche B2, term loan 6.23% 10/10/14 (c)

86,554,342

72,272,875

Tranche B3, term loan 6.28% 10/10/14 (c)

18,666,452

15,563,154

 

194,283,246

Energy - 3.0%

Alon USA, Inc. term loan 5.6759% 8/4/13 (c)

2,120,946

1,696,757

Antero Resources Corp. Tranche 2LN, term loan 7.3% 4/12/14 (c)

10,000,000

8,700,000

Coffeyville Resources LLC:

Credit-Linked Deposit 5.5413% 12/28/10 (c)

810,811

721,622

Tranche D, term loan 5.5426% 12/28/13 (c)

2,624,552

2,335,852

Compagnie Generale de Geophysique SA term loan 5.2987% 1/12/14 (c)

4,621,317

4,205,398

Express Energy Services LLC term loan 9.0119% 7/11/13 (c)

6,912,500

6,670,563

Helix Energy Solutions Group, Inc. term loan 5.1057% 7/1/13 (c)

2,516,012

2,314,731

Hercules Offshore, Inc. term loan 4.55% 7/11/13 (c)

3,732,300

3,284,424

Nebraska Energy, Inc.:

Tranche 2LN, term loan 7.7113% 5/1/14 (c)

8,170,000

7,679,800

Tranche B 1LN, term loan 5.75% 11/1/13 (c)

12,320,733

11,458,282

Tranche B, Credit-Linked Deposit 6.31% 11/1/13 (c)

1,587,480

1,476,356

Quicksilver Resources, Inc. Tranche 2LN, term loan 8.2038% 8/8/13 (c)

12,618,375

11,924,364

Targa Resources, Inc./Targa Resources Finance Corp.:

Credit-Linked Deposit 5.76% 10/31/12 (c)

1,677,696

1,526,704

term loan 5.9699% 10/31/12 (c)

2,937,646

2,673,258

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Energy - continued

Venoco, Inc. Tranche 2LN, term loan 6.8125% 5/7/14 (c)

$ 5,150,000

$ 4,686,500

Western Refining, Inc. term loan 7.75% 5/30/14 (c)

5,941,929

4,931,801

 

76,286,412

Entertainment/Film - 1.8%

LodgeNet Entertainment Corp. term loan 5.77% 4/4/14 (c)

5,361,603

4,396,515

MGM Holdings II, Inc.:

term loan 7.0119% 4/8/12 (c)

5,568,216

3,897,751

Tranche B, term loan 6.05% 4/8/12 (c)

32,528,166

22,769,717

National CineMedia LLC term loan 4.57% 2/13/15 (c)

16,210,000

13,535,350

 

44,599,333

Environmental - 0.5%

Allied Waste Industries, Inc.:

Credit-Linked Deposit 3.9613% 3/28/14 (c)

2,908,616

2,792,272

term loan 5.57% 3/28/14 (c)

5,123,768

4,918,818

Big Dumpster Merger Sub, Inc. (Wastequip, Inc.) Tranche B, term loan 6.0119% 2/5/13 (c)

5,058,511

3,793,883

Synagro Technologies, Inc. Tranche 1LN, term loan 4.8124% 3/30/14 (c)

217,250

172,714

 

11,677,687

Food and Drug Retail - 1.8%

GNC Corp. term loan 5.6107% 9/16/13 (c)

16,908,408

14,203,063

Rite Aid Corp.:

Tranche 3, term loan 6% 6/4/14 (c)

4,500,000

3,735,000

Tranche ABL, term loan 5.0137% 6/4/14 (c)

35,959,300

28,767,440

 

46,705,503

Food/Beverage/Tobacco - 2.1%

Advance Food Co.:

Tranche 1LN, term loan 5.52% 3/16/14 (c)

2,428,572

1,967,144

Tranche DD 1LN, term loan 5.52% 3/16/14 (c)

209,748

169,896

Bolthouse Farms, Inc. Tranche 1, term loan 5.0625% 12/16/12 (c)

4,405,784

3,965,206

Culligan International Co. Tranche 1LN, term loan 5.99% 11/24/12 (c)

14,441,692

9,387,100

Dean Foods Co. Tranche B, term loan 5.2692% 4/2/14 (c)

15,710,127

13,824,911

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Food/Beverage/Tobacco - continued

Jetro Holdings, Inc. term loan 5.05% 7/2/14 (c)

$ 18,748,781

$ 16,873,903

Wm. Wrigley Jr. Co. Tranche B, term loan 7.75% 10/6/14 (c)

7,795,000

7,619,613

 

53,807,773

Gaming - 3.9%

Centaur Gaming LLC:

Tranche 1LN, term loan 9.76% 10/30/12 (c)

6,980,106

5,584,085

Tranche 2LN, term loan 14.7619% 10/30/12 (c)

4,578,307

3,433,730

Fantasy Springs Resort Casino term loan 10.3106% 8/6/12 (c)

7,190,000

6,327,200

Greenwood Racing, Inc. term loan 5.96% 11/28/11 (c)

6,974,977

5,858,980

Harrah's Entertainment, Inc. Tranche B1, term loan 5.8145% 1/28/15 (c)

7,462,500

5,970,000

Kerzner International Ltd.:

term loan 5.78% 9/1/13 (c)

28,662,704

21,210,401

Class DD, term loan 6.342% 9/1/13 (c)

14,651,984

10,842,468

PITG Gaming Investor Holdings LLC Tranche 1LN, term loan 9.25% 2/19/13 (c)

5,650,000

5,085,000

Venetian Macau Ltd. Tranche B, term loan:

6.02% 5/26/12 (c)

7,752,589

6,512,175

6.02% 5/26/13 (c)

13,577,662

11,405,236

Venetian Macau US Finance, Inc. Tranche B, term loan 6.02% 5/25/13 (c)

19,550,730

16,422,613

 

98,651,888

Healthcare - 11.7%

AMR HoldCo, Inc./EmCare HoldCo, Inc. term loan 4.8211% 2/7/12 (c)

9,511,516

8,750,595

Bausch & Lomb, Inc. term loan:

4.71% 4/26/15 (c)(e)

1,800,000

1,701,000

7.0119% 4/26/15 (c)

7,146,000

6,752,970

Community Health Systems, Inc.:

term loan 5.28% 7/25/14 (c)

34,611,683

30,631,340

Tranche DD, term loan 7/25/14 (e)

1,770,748

1,567,112

Concentra Operating Corp. Tranche B 1LN, term loan 6.02% 6/25/14 (c)

6,900,032

5,520,025

DaVita, Inc. Tranche B1, term loan 4.8803% 10/5/12 (c)

9,045,432

8,050,434

Fresenius Medical Care Holdings, Inc.:

Tranche B 1LN, term loan 6.75% 9/26/14 (c)

6,637,461

6,471,524

Tranche B 2LN, term loan 6.75% 9/26/14 (c)

4,647,539

4,531,351

Graceway Pharmaceuticals LLC:

Tranche B 1LN, term loan 6.5119% 5/3/12 (c)

4,117,095

3,458,360

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Healthcare - continued

Graceway Pharmaceuticals LLC: - continued

Tranche B 2LN, term loan 10.2619% 5/3/13 (c)

$ 5,000,000

$ 3,700,000

HCA, Inc. Tranche B, term loan 6.0119% 11/17/13 (c)

99,608,225

87,406,213

HealthSouth Corp. term loan 4.99% 3/10/13 (c)

12,268,516

11,041,665

Hologic, Inc. Tranche B, term loan 6% 3/31/13 (c)

5,105,313

5,003,206

Inverness Medical Innovations, Inc. Tranche 1LN, term loan 5.4489% 6/26/14 (c)

15,424,775

13,728,050

Invitrogen Corp. Tranche B, term loan 9/19/15 (c)

6,535,000

6,355,288

Manor Care, Inc. term loan 6.2088% 12/21/14 (c)

9,498,854

8,074,026

Mylan, Inc. Tranche B, term loan 7.037% 10/2/14 (c)

15,229,900

14,087,658

National Mentor, Inc.:

Credit-Linked Deposit 4.45% 6/29/13 (c)

282,143

243,348

Tranche B, term loan 4.81% 6/29/13 (c)

4,611,705

3,977,596

National Renal Institutes, Inc. term loan 6.0625% 3/31/13 (c)

9,249,284

7,399,427

PTS Acquisition Corp. term loan 6.0119% 4/10/14 (c)

20,680,848

16,389,572

Renal Advantage, Inc. Tranche B, term loan 5.32% 9/30/12 (c)

3,658,362

2,963,273

Sheridan Healthcare, Inc.:

Tranche 1LN, term loan 5.29% 6/15/14 (c)

9,875,000

8,295,000

Tranche 2LN, term loan 8.5406% 6/15/15 (c)

8,000,000

6,560,000

Stiefel Laboratories, Inc. term loan 5.0419% 12/28/13 (c)

7,630,085

6,867,076

Sun Healthcare Group, Inc.:

Tranche B, term loan 4.8037% 4/19/14 (c)

2,105,678

1,895,110

Tranche DD, term loan 5.4221% 4/19/14 (c)

289,326

260,394

5.7% 4/19/13 (c)

477,931

430,138

Team Health, Inc. term loan 4.9214% 11/22/12 (c)

6,440,335

5,603,091

U.S. Oncology, Inc. Tranche C, term loan 6.5119% 8/20/11 (c)

501,468

471,380

VWR Funding, Inc. term loan 6.2038% 6/29/14 (c)

10,000,000

8,400,000

 

296,586,222

Homebuilding/Real Estate - 2.0%

Capital Automotive (REIT) Tranche B, term loan 4.24% 12/16/10 (c)

15,577,382

13,085,001

CB Richard Ellis Group, Inc. Tranche B, term loan 4.47% 12/20/13 (c)

8,652,273

7,267,909

General Growth Properties, Inc. Tranche A1, term loan 3.64% 2/24/10 (c)

13,560,526

10,577,211

Realogy Corp.:

Credit-Linked Deposit 5.4625% 10/10/13 (c)

3,950,451

2,883,829

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Homebuilding/Real Estate - continued

Realogy Corp.: - continued

Tranche B, term loan 5.5697% 10/10/13 (c)

$ 14,673,104

$ 10,711,366

Tishman Speyer Properties term loan 4.24% 12/27/12 (c)

7,780,000

6,146,200

 

50,671,516

Hotels - 0.1%

Fontainebleau Florida Hotel LLC:

Tranche B, term loan 6.065% 6/6/14 (c)

4,615,708

2,677,111

Tranche DD, term loan 6/6/14 (e)

2,307,854

1,338,555

 

4,015,666

Insurance - 0.3%

USI Holdings Corp. Tranche B, term loan 6.52% 5/4/14 (c)

8,452,652

7,100,227

Leisure - 2.3%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 5.6767% 6/8/12 (c)

6,910,953

6,012,529

AMF Bowling Worldwide, Inc. Tranche B, term loan 5.3505% 6/8/13 (c)

4,828,875

3,766,523

Intrawest Resorts term loan 6.96% 10/23/08 (c)

26,930,856

21,544,685

London Arena & Waterfront Finance LLC Tranche A, term loan 5.3144% 3/8/12 (c)

2,878,939

2,619,834

Six Flags, Inc. Tranche B, term loan 5.6% 4/30/15 (c)

7,197,401

5,470,025

Southwest Sports Group, Inc. Tranche B, term loan 6.313% 12/22/10 (c)

11,260,000

9,458,400

Universal City Development Partners Ltd. term loan 5.9214% 6/9/11 (c)

9,042,501

8,680,801

 

57,552,797

Metals/Mining - 0.7%

Alpha National Resources LLC/Alpha National Resources Capital Corp. Tranche B, term loan 5.5625% 10/26/12 (c)

1,091,025

1,025,564

Compass Minerals Tranche B, term loan 4.9447% 12/22/12 (c)

4,060,317

3,877,603

Noranda Aluminium Acquisition Corp. Tranche B, term loan 4.8088% 5/18/14 (c)

2,226,927

1,954,128

Oxbow Carbon LLC:

Tranche B, term loan 4.84% 5/8/14 (c)

10,878,780

9,355,751

Tranche DD, term loan 5.7619% 5/8/14 (c)

735,338

632,390

 

16,845,436

Paper - 1.7%

Domtar Corp. Tranche B, term loan 4.8038% 3/7/14 (c)

4,310,452

3,965,616

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Paper - continued

Georgia-Pacific Corp. Tranche B1, term loan 4.54% 12/23/12 (c)

$ 19,797,525

$ 17,322,834

Graphic Packaging International, Inc. Tranche C, term loan 5.9808% 5/16/14 (c)

9,499,766

8,407,293

NewPage Corp. term loan 7% 12/21/14 (c)

11,266,571

10,365,245

Smurfit-Stone Container Enterprises, Inc.:

Credit-Linked Deposit 4.9125% 11/1/10 (c)

655,111

609,253

Tranche B, term loan 4.7285% 11/1/11 (c)

734,293

682,892

Tranche C, term loan 4.7412% 11/1/11 (c)

1,669,483

1,552,620

Tranche C1, term loan 4.5% 11/1/11 (c)

436,643

406,078

 

43,311,831

Publishing/Printing - 2.8%

Cenveo Corp.:

term loan 4.9538% 6/21/13 (c)

7,778,395

6,767,203

Tranche DD, term loan 4.9538% 6/21/13 (c)

258,101

224,548

Getty Images, Inc. term loan 7.25% 7/2/15 (c)

11,175,000

10,644,188

MediMedia USA, Inc. Tranche B, term loan 5.78% 10/5/13 (c)

1,009,400

873,131

Newsday LLC term loan 7.9575% 8/1/13 (c)

4,000,000

3,860,000

The Reader's Digest Association, Inc. term loan 4.71% 3/2/14 (c)

6,979,770

4,955,636

Thomson Learning, Inc. term loan 6.2% 7/5/14 (c)

35,680,000

29,257,600

Tribune Co. term loan 5.5413% 6/4/09 (c)

8,655,238

7,876,267

Yell Group PLC Tranche B1, term loan 5.7038% 2/10/13 (c)

7,120,000

5,909,600

 

70,368,173

Railroad - 0.4%

Helm Holding Corp. Tranche 1, term loan 5.1107% 7/8/11 (c)

1,096,238

964,689

Kansas City Southern Railway Co. Tranche B, term loan 5.23% 4/28/13 (c)

10,989,632

10,330,254

 

11,294,943

Restaurants - 0.5%

Del Taco Tranche B, term loan 9.5% 3/29/13 (c)

5,344,131

3,473,685

NPC International, Inc. term loan 4.8992% 5/3/13 (c)

2,130,093

1,917,084

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 5.0688% 6/14/13 (c)

802,388

537,600

term loan 6% 6/14/14 (c)

9,643,211

6,460,951

 

12,389,320

Services - 4.7%

Adesa, Inc. term loan 6.02% 10/20/13 (c)

10,563,381

8,714,789

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Services - continued

Affinion Group Holdings, Inc. term loan 9.8675% 3/1/12 (c)

$ 5,000,000

$ 4,100,000

ARAMARK Corp.:

Credit-Linked Deposit 5.79% 1/26/14 (c)

1,370,439

1,185,430

term loan 5.6369% 1/26/14 (c)

21,567,405

18,655,805

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. term loan 4.05% 4/19/12 (c)

5,231,443

4,394,412

Brand Energy & Infrastructure Services, Inc. Tranche B 1LN, term loan 5.9884% 2/7/14 (c)

2,014,325

1,792,749

Bright Horizons Family Solutions, Inc. Tranche B, term loan 7.5% 5/28/15 (c)

2,593,500

2,334,150

Central Parking Corp.:

Tranche 2LN, term loan 7.3125% 11/22/14 (c)

1,950,000

1,618,500

Tranche B 1LN, term loan 5.05% 5/22/14 (c)

4,754,721

4,136,607

4.663% 5/22/14 (c)

3,236,777

2,815,996

Coinmach Service Corp. Tranche B, term loan 5.81% 11/20/14 (c)

23,994,123

20,874,887

Educate, Inc.:

Tranche 1LN, term loan 6.1% 6/14/13 (c)

811,946

746,990

Tranche 2LN, term loan 9.08% 6/14/14 (c)

2,700,000

2,214,000

Education Management LLC/Education Management Finance Corp. Tranche B, term loan 5.5625% 6/1/13 (c)

11,068,603

9,518,998

Florida Career College Holdings, Inc. Tranche B, term loan 6% 6/7/13 (c)

8,954,254

7,521,573

Hertz Corp.:

Credit-Linked Deposit 4.7038% 12/21/12 (c)

1,446,376

1,269,195

Tranche B, term loan 4.17% 12/21/12 (c)

11,677,362

10,246,885

Rural/Metro Corp.:

Credit-Linked Deposit 6.96% 3/4/11 (c)

2,671,273

2,417,502

term loan 6.2664% 3/4/11 (c)

3,110,215

2,814,744

Sedgwick CMS Holdings, Inc. Tranche B, term loan 6.0119% 1/31/13 (c)

1,214,737

1,105,411

URS Corp. Tranche B, term loan 5.7263% 5/15/13 (c)

1,400,165

1,330,156

West Corp. term loan 5.8129% 10/24/13 (c)

11,730,118

8,797,589

 

118,606,368

Specialty Retailing - 1.7%

Burlington Coat Factory Warehouse Corp. term loan 5.06% 5/28/13 (c)

4,848,928

3,394,249

Claire's Stores, Inc. term loan 5.8492% 5/29/14 (c)

11,835,113

7,515,297

Michaels Stores, Inc. term loan 4.8631% 10/31/13 (c)

10,861,809

7,983,430

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Specialty Retailing - continued

Sally Holdings LLC Tranche B, term loan 5.36% 11/16/13 (c)

$ 9,551,783

$ 8,477,208

Toys 'R' US, Inc. term loan 5.4863% 12/8/09 (c)

19,400,000

16,878,000

 

44,248,184

Steels - 0.5%

Edgen Murray Corp. term loan 5.55% 5/11/14 (c)

9,381,250

7,739,531

Tube City IMS Corp.:

term loan 5.7619% 1/25/14 (c)

4,606,267

4,053,515

4.8% 1/25/14 (c)

566,838

498,817

 

12,291,863

Super Retail - 1.3%

Dollar General Corp.:

Tranche B1, term loan 5.602% 7/6/14 (c)

16,060,000

13,972,200

Tranche B2, term loan 6.478% 7/6/14 (c)

6,740,000

5,729,000

Harbor Freight Tools USA, Inc. Tranche C, term loan 5.9588% 2/12/13 (c)

1,191,990

1,048,951

J. Crew Group, Inc. term loan 4.7597% 5/15/13 (c)

3,042,105

2,737,895

PETCO Animal Supplies, Inc. term loan 5.6501% 10/26/13 (c)

10,905,750

9,760,646

 

33,248,692

Technology - 7.2%

Affiliated Computer Services, Inc.:

term loan 5.7088% 3/20/13 (c)

4,480,812

4,032,731

Tranche B2, term loan 5.097% 3/20/13 (c)

4,887,500

4,398,750

First Data Corp. Tranche B3, term loan 5.9825% 9/24/14 (c)

2,970,000

2,524,500

Flextronics International Ltd.:

Tranche B-A, term loan 5.041% 10/1/14 (c)

26,293,959

21,955,456

Tranche B-A1, term loan 5.0406% 10/1/14 (c)

7,537,857

6,294,111

Freescale Semiconductor, Inc. term loan 4.2363% 12/1/13 (c)

40,977,351

31,142,787

Information Resources, Inc. Tranche B, term loan 4.5617% 5/16/14 (c)

5,031,504

4,201,306

Intergraph Corp.:

Tranche 1LN, term loan 4.8094% 5/29/14 (c)

16,832,753

15,149,477

Tranche 2LN, term loan 8.8094% 11/29/14 (c)

7,615,000

7,005,800

IPC Systems, Inc. Tranche 2LN, term loan 9.0119% 5/31/15 (c)

4,000,000

2,000,000

Kronos, Inc.:

Tranche 1LN, term loan 6.0119% 6/11/14 (c)

15,697,765

13,657,056

Tranche 2LN, term loan 9.5119% 6/11/15 (c)

30,920,000

25,663,600

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Technology - continued

Macrovision Solutions Corp. Tranche B, term loan 7.4171% 5/1/13 (c)

$ 9,815,400

$ 9,324,630

Serena Software, Inc. term loan 4.68% 3/10/13 (c)

7,013,333

6,372,385

SS&C Technologies, Inc. term loan 5.7664% 11/23/12 (c)

8,762,522

8,192,959

SunGard Data Systems, Inc. term loan 4.5525% 2/28/14 (c)

23,915,588

20,686,984

 

182,602,532

Telecommunications - 7.0%

Alltel Communications, Inc.:

Tranche B1, term loan 4.9969% 5/17/15 (c)

6,532,010

6,303,390

Tranche B2, term loan 5.3163% 5/16/15 (c)

9,543,600

9,209,574

Asurion Corp.:

Tranche 1LN, term loan 5.7352% 7/3/14 (c)

17,000,000

14,747,500

Tranche 2LN, term loan 8.988% 7/3/15 (c)

5,000,000

4,337,500

Crown Castle International Corp. Tranche B, term loan 5.3763% 3/6/14 (c)

5,112,150

4,396,449

Digicel International Finance Ltd.:

term loan 6.3125% 3/30/12 (c)

22,040,000

16,970,800

Tranche C, term loan 6.3125% 3/23/12 (c)

2,825,000

2,175,250

Hawaiian Telcom Communications, Inc. Tranche C, term loan 6.2619% 6/1/14 (c)

5,743,131

3,909,924

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

16,613,189

13,955,079

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

13,691,033

12,595,751

Knology, Inc. term loan 6.4% 4/6/12 (c)

9,269,391

8,064,371

Leap Wireless International, Inc. Tranche B, term loan 7.2619% 6/16/13 (c)

7,623,754

7,280,685

Level 3 Communications, Inc. term loan 4.9521% 3/13/14 (c)

21,000,000

17,062,500

MetroPCS Wireless, Inc. Tranche B, term loan 5.4021% 11/3/13 (c)

6,941,035

6,038,700

NTELOS, Inc. Tranche B1, term loan 5.96% 8/24/11 (c)

7,393,696

6,802,200

Nuvox, Inc. Tranche B, term loan 6.07% 5/31/14 (c)

3,219,250

2,832,940

Paetec Communications, Inc. Tranche B, term loan 6.2038% 2/28/13 (c)

3,606,811

3,011,687

PanAmSat Corp.:

Tranche B2 A, term loan 5.2875% 1/3/14 (c)

3,787,005

3,427,239

Tranche B2 B, term loan 5.2875% 1/3/14 (c)

3,785,863

3,426,206

Tranche B2 C, term loan 5.2875% 1/3/14 (c)

3,785,863

3,426,206

Telesat Holding, Inc. term loan:

5.79% 10/31/14 (c)

12,951,267

11,526,628

Floating Rate Loans (d) - continued

 

Principal Amount

Value

Telecommunications - continued

Telesat Holding, Inc. term loan: - continued

6.5935% 10/31/14 (c)

$ 1,111,837

$ 989,535

Wind Telecomunicazioni SpA term loan 10.035% 12/12/11 pay-in-kind (c)

8,985,896

7,723,179

Windstream Corp. Tranche B1, term loan 4.29% 7/17/13 (c)

7,269,097

6,542,187

 

176,755,480

Textiles & Apparel - 0.8%

Hanesbrands, Inc. Tranche B 1LN, term loan 4.7091% 9/5/13 (c)

3,486,607

3,137,946

Iconix Brand Group, Inc. term loan 6.02% 4/30/13 (c)

8,134,481

7,565,067

Levi Strauss & Co. term loan 4.7388% 4/4/14 (c)

11,550,000

8,720,250

 

19,423,263

TOTAL FLOATING RATE LOANS

(Cost $2,644,669,920)

2,292,806,394

Nonconvertible Bonds - 5.9%

 

Automotive - 0.7%

Ford Motor Credit Co. LLC 7.2406% 4/15/12 (c)

7,310,000

6,505,900

GMAC LLC 4.0544% 5/15/09 (c)

15,000,000

12,000,000

 

18,505,900

Broadcasting - 0.1%

Paxson Communications Corp. 6.0406% 1/15/12 (b)(c)

5,000,000

3,650,000

Cable TV - 0.1%

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. Series B, 10.25% 9/15/10

1,760,000

1,566,400

Capital Goods - 0.2%

Esco Corp. 6.6938% 12/15/13 (b)(c)

5,250,000

4,593,750

Diversified Financial Services - 0.2%

Residential Capital LLC 8.5% 5/15/10 (b)

10,100,000

5,555,000

Energy - 0.6%

Energy Partners Ltd. 7.9156% 4/15/13 (c)

7,500,000

5,850,000

SandRidge Energy, Inc. 6.4163% 4/1/14 (b)(c)

12,000,000

9,900,000

 

15,750,000

Gaming - 0.8%

Chukchansi Economic Development Authority 6.3275% 11/15/12 (b)(c)

8,886,000

6,664,500

Nonconvertible Bonds - 5.9%

 

Principal Amount

Value

Gaming - continued

Harrah's Operating Co., Inc. 5.5% 7/1/10

$ 14,500,000

$ 10,875,000

Snoqualmie Entertainment Authority 6.875% 2/1/14 (b)(c)

3,985,000

2,869,200

 

20,408,700

Insurance - 0.1%

USI Holdings Corp. 6.6794% 11/15/14 (b)(c)

3,050,000

2,226,500

Leisure - 0.3%

Universal City Florida Holding Co. I/II 7.5506% 5/1/10 (c)

7,990,000

7,490,625

Metals/Mining - 1.0%

FMG Finance Property Ltd. 6.8106% 9/1/11 (b)(c)

15,065,000

13,859,800

Freeport-McMoRan Copper & Gold, Inc. 5.8825% 4/1/15 (c)

9,420,000

8,831,250

Noranda Aluminium Acquisition Corp. 6.8275% 5/15/15 pay-in-kind (c)

3,510,000

2,667,600

 

25,358,650

Services - 0.2%

ARAMARK Corp. 6.3006% 2/1/15 (c)

5,000,000

4,375,000

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.3044% 5/15/14 (c)

1,810,000

1,086,000

 

5,461,000

Technology - 1.1%

Avago Technologies Finance Ltd. 8.3106% 6/1/13 (c)

1,000,000

990,000

Freescale Semiconductor, Inc. 6.6938% 12/15/14 (c)

18,925,000

12,679,750

Nortel Networks Corp. 7.0406% 7/15/11 (c)

8,680,000

5,598,600

NXP BV 5.5406% 10/15/13 (c)

13,280,000

8,831,200

 

28,099,550

Telecommunications - 0.4%

Qwest Corp. 6.0688% 6/15/13 (c)

10,540,000

9,169,800

Textiles & Apparel - 0.1%

Hanesbrands, Inc. 6.5081% 12/15/14 (b)(c)

1,880,000

1,569,800

TOTAL NONCONVERTIBLE BONDS

(Cost $184,529,455)

149,405,675

Interfund Loans - 1.5%

 

Principal Amount

Value

With Fidelity Growth & Income Portfolio, at 4.62%, due 10/1/08 (a)

$ 31,005,000

$ 31,005,000

With Fidelity Select Energy Portfolio, at 4.62%, due 10/1/08 (a)

8,326,000

8,326,000

TOTAL INTERFUND LOANS

(Cost $39,331,000)

39,331,000

Cash Equivalents - 1.4%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 2.19%, dated 9/30/08 due 10/1/08 (Collateralized by U.S. Government Obligations) #
(Cost $34,868,000)

$ 34,870,123

34,868,000

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $2,903,398,375)

2,516,411,069

NET OTHER ASSETS - 0.7%

17,322,397

NET ASSETS - 100%

$ 2,533,733,466

Legend

(a) Loan is with an affiliated fund.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $50,888,550 or 2.0% of net assets.

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

(d) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(e) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $4,798,602 and $3,586,067, respectively. The coupon rate will be determined at time of settlement.

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

Repurchase Agreement / Counterparty

Value

$34,868,000 due 10/01/08 at 2.19%

Bank of America, NA

$ 23,920,617

Barclays Capital, Inc.

1,476,994

Societe Generale, New York Branch

3,261,902

UBS Securities LLC

6,208,487

 

$ 34,868,000

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

Assets

Investment in securities, at value (including repurchase agreements of $34,868,000) - See accompanying schedule:

Unaffiliated issuers (cost $2,864,067,375)

$ 2,477,080,069

 

Other affiliated issuers (cost $39,331,000)

39,331,000

 

Total Investments (cost $2,903,398,375)

 

$ 2,516,411,069

Cash

80,074

Receivable for investments sold

26,473,466

Receivable for fund shares sold

78,389,881

Interest receivable

25,908,487

Other affiliated receivables

5,052

Total assets

2,647,268,029

 

 

 

Liabilities

Payable for investments purchased

$ 74,188,216

Payable for fund shares redeemed

29,768,327

Distributions payable

9,177,651

Other payables and accrued expenses

400,369

Total liabilities

113,534,563

 

 

 

Net Assets

$ 2,533,733,466

Net Assets consist of:

 

Paid in capital

$ 2,920,720,772

Net unrealized appreciation (depreciation) on investments

(386,987,306 )

Net Assets , for 29,880,372 shares outstanding

$ 2,533,733,466

Net Asset Value , offering price and redemption price per share ($2,533,733,466 ÷ 29,880,372 shares)

$ 84.80

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

Investment Income

 

 

Interest (including $447,424 from affiliated interfund lending)

 

$ 180,590,742

 

 

 

Expenses

Custodian fees and expenses

$ 11,249

Independent directors' compensation

10,580

Total expenses before reductions

21,829

Expense reductions

(21,829 )

-

Net investment income

180,590,742

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(43,336,377)

Change in net unrealized appreciation (depreciation) on investment securities

(318,978,918 )

Net gain (loss)

(362,315,295 )

Net increase (decrease) in net assets resulting from operations

$ (181,724,553 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30,
2008

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 180,590,742

$ 159,365,919

Net realized gain (loss)

(43,336,377)

(471,134)

Change in net unrealized appreciation (depreciation)

(318,978,918 )

(67,030,187 )

Net increase (decrease) in net assets resulting
from operations

(181,724,553 )

91,864,598

Distributions to partners from net investment income

(170,362,113 )

(158,811,650 )

Affiliated share transactions
Proceeds from sales of shares

935,550,819

926,219,484

Reinvestment of distributions

23,902,858

-

Cost of shares redeemed

(465,772,263 )

(12,504,160 )

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

493,681,414

913,715,324

Total increase (decrease) in net assets

141,594,748

846,768,272

 

 

 

Net Assets

Beginning of period

2,392,138,718

1,545,370,446

End of period

$ 2,533,733,466

$ 2,392,138,718

Other Information

Shares

Sold

10,310,565

9,225,038

Issued in reinvestment of distributions

263,367

-

Redeemed

(5,198,777 )

(124,000 )

Net increase (decrease)

5,375,155

9,101,038

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006
2005 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 97.62

$ 100.32

$ 100.61

$ 100.00

Income from Investment Operations

 

 

 

 

Net investment income D

  6.638

  7.633

  6.947

  4.001

Net realized and unrealized gain (loss)

  (13.134 )

  (2.728 )

  (.538 )

  .396

Total from investment operations

  (6.496 )

  4.905

  6.409

  4.397

Distributions to partners from net investment income

  (6.324 )

  (7.605 )

  (6.699 )

  (3.787 )

Net asset value, end of period

$ 84.80

$ 97.62

$ 100.32

$ 100.61

Total Return B, C

  (6.98)%

  5.00%

  6.57%

  4.47%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  -% E

  -% E

  .01%

  .03% A

Expenses net of fee waivers, if any

  -% E

  -% E

  .01%

  .03% A

Expenses net of all reductions

  -% E

  -% E

  .01%

  .03% A

Net investment income

  7.18%

  7.66%

  6.94%

  5.08% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,533,733

$ 2,392,139

$ 1,545,370

$ 471,162

Portfolio turnover rate

  30%

  65%

  43%

  48% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amount represents less than .01%.

F For the period December 15, 2004 (commencement of operations) to September 30, 2005.

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

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2008

1. Organization.

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

2. Significant Accounting Policies.

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

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

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. 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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

Expenses. Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because all income and expenses and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income tax returns.

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

The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

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

Unrealized appreciation

$ 1,838,241

Unrealized depreciation

(382,429,391 )

Net unrealized appreciation (depreciation)

$ (380,591,150 )

Cost for federal income tax purposes

$ 2,897,002,219

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

3. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

3. Operating Policies - continued

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $1,217,999,402 and $713,009,666, respectively.

5. Fees and Other Transactions with Affiliates.

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

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Lender

$ 15,589,716

3.33%

Annual Report

6. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $10,580. 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 $11,249.

7. Other.

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

At the end of the period mutual funds managed by FMR or an FMR affiliate were the owners of record of all 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 Floating Rate Central Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Floating Rate Central Fund (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from December 15, 2004 (commencement of operations) to September 30, 2005. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans, the custodian, and brokers and selling agent banks owned as of September 30, 2008, by correspondence with the custodians and brokers and selling agent bankers; where replies were not received from brokers and selling agent bankers, 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 Floating Rate Central Fund as of September 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the three years in the period then ended and for the period from December 15, 2004 (commencement of operations) to September 30, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

Annual Report

November 25, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

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

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

Interested Trustees *:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 2004

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

James C. Curvey (73)

 

Year of Election or Appointment: 2007

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

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

Independent Trustees :

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

Name, Age; Principal Occupation

Dennis J. Dirks (60)

 

Year of Election or Appointment: 2005

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

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

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

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (64)

 

Year of Election or Appointment: 2008

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

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-
present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (69)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-
2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (59)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (58)

 

Year of Election or Appointment: 2008

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

Advisory Board Member and Executive Officers **:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Thomas C. Hense (44)

 

Year of Election or Appointment: 2008

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

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

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

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

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

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

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

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

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

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Floating Rate Central Fund

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Annual Report

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

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Fidelity ® High Income
Central Fund 1

Annual Report

September 30, 2008

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

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.

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.

HP1-ANN-1108
1.807405.103

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended September 30, 2008

Past 1
year

Life of
Fund
A

Fidelity ® High Income Central Fund 1

-5.71%

3.95%

A From November 12, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity ® High Income Central Fund 1 on November 12, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch ® U.S. High Yield Master II Constrained Index performed over the same period.


FID319

Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Conti, Portfolio Manager of Fidelity® High Income Central Fund 1

The high-yield market struggled mightily during the 12 months ending September 30, 2008. The Merrill Lynch® U.S. High Yield Master II Constrained Index declined 11.09% in response to the credit crunch, contracting U.S. economic growth, concerns about corporate business fundamentals, a rising default rate and shrinking demand from risk-averse investors. The debt markets suffered from a freeze-up as credit grew ever tighter, with banks and other financial institutions posting significant losses and hoarding cash to cover any exposure they had to troubled assets linked to subprime mortgages. In September, the U.S. government stepped in to take over mortgage giants Fannie Mae and Freddie Mac as well as insurance behemoth American International Group (AIG). Conditions worsened, and U.S. Treasury Secretary Henry Paulson and Federal Reserve Board Chairman Ben Bernanke asked Congress to approve a $700 billion bailout plan for Wall Street. However, the U.S. House of Representatives rejected the first legislative proposal. As the period came to a close, the U.S. Senate was working feverishly on a revised bailout program. The markets - wracked by uncertainty about the future of the financials sector and the U.S. economy - remained in turmoil.

For the year ending September 30, 2008, the fund returned -5.71%, significantly outperforming the Merrill Lynch index. A notable underweighting of the automotive group helped relative performance, as did underweighting publishing/printing. Strong security selection in casino gaming was beneficial, although returns there were offset somewhat by overweighting this underperforming industry. Other factors that bolstered relative performance included solid security selection and an overweighting in shipping, as well as an underweighting in banks and thrifts. On the down side, weak security selection and an underweighting in health care hurt, as did unfavorable bond selection in telecommunications. Several underweighted positions were among the top contributors - including General Motors Acceptance Corporation, General Motors, home finance company Residential Capital and casino operator Harrah's - as was not owning publishing/printing firm R.H. Donnelley. These index components underperformed. Positions in two shipping companies - Ship Finance International and Teekay Shipping - also proved fruitful. Detractors included Virgin River Casino, telecommunications provider Level 3, an out-of-benchmark position in United Air Lines and underweighting Tenet Healthcare, an index constituent that posted a positive return. Some securities mentioned here were not held 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 (April 1, 2008 to September 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

Annualized
Expense Ratio

Beginning
Account Value
April 1, 2008

Ending
Account Value
September 30, 2008

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

Actual

.0041%

$ 1,000.00

$ 960.20

$ .02

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.98

$ .02

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of September 30, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Ship Finance International Ltd.

3.7

3.7

Xerox Capital Trust I

2.5

2.7

HCA, Inc.

2.2

1.9

Continental Airlines, Inc.

2.0

2.0

NBC Aquisition Corp.

1.8

2.2

 

12.2

 

Top Five Market Sectors as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

11.1

13.1

Electric Utilities

7.3

7.9

Telecommunications

7.0

6.8

Technology

6.5

7.2

Shipping

6.3

6.7

Quality Diversification (% of fund's net assets)

As of September 30, 2008

As of March 31, 2008

FID288

BBB 3.1%

 

FID288

BBB 3.2%

 

FID323

BB 33.7%

 

FID323

BB 38.3%

 

FID326

B 43.9%

 

FID326

B 41.3%

 

FID291

CCC,CC,C 11.4%

 

FID291

CCC,CC,C 11.4%

 

FID331

Not Rated 1.2%

 

FID331

Not Rated 0.8%

 

FID310

Equities 0.5%

 

FID310

Equities 1.5%

 

FID297

Interfund Loans 4.3%

 

FID337

Interfund Loans 0.0%

 

FID303

Short-Term Investments
and Net Other Assets 1.9%

 

FID303

Short-Term Investments
and Net Other Assets 3.5%

 


FID341

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

Asset Allocation (% of fund's net assets)

As of September 30, 2008 *

As of March 31, 2008 **

FID288

Interfund Loans 4.3%

 

FID337

Interfund Loans 0.0%

 

FID323

Nonconvertible
Bonds 84.6%

 

FID323

Nonconvertible
Bonds 85.7%

 

FID326

Convertible Bonds, Preferred Stocks 0.8%

 

FID326

Convertible Bonds, Preferred Stocks 1.9%

 

FID310

Common Stocks 0.4%

 

FID310

Common Stocks 0.4%

 

FID297

Floating Rate Loans 7.8%

 

FID297

Floating Rate Loans 8.3%

 

FID303

Other Investments 0.2%

 

FID303

Other Investments 0.2%

 

FID303

Short-Term Investments
and Net Other Assets 1.9%

 

FID303

Short-Term Investments
and Net Other Assets 3.5%

 

* Foreign investments

16.9%

 

** Foreign investments

16.6%

 

FID357

Annual Report

Investments September 30, 2008

Showing Percentage of Net Assets

Corporate Bonds - 85.3%

 

Principal Amount

Value

Convertible Bonds - 0.7%

Energy - 0.2%

Chesapeake Energy Corp. 2.5% 5/15/37 

$ 440,000

$ 429,660

Technology - 0.5%

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

900,000

416,250

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

324,000

213,565

Nortel Networks Corp.:

1.75% 4/15/12 (e)

335,000

167,500

1.75% 4/15/12

960,000

480,000

 

1,277,315

TOTAL CONVERTIBLE BONDS

1,706,975

Nonconvertible Bonds - 84.6%

Aerospace - 0.9%

Alliant Techsystems, Inc. 6.75% 4/1/16

565,000

536,750

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

180,000

174,600

Bombardier, Inc. 7.45% 5/1/34 (e)

695,000

646,350

L-3 Communications Corp. 6.125% 7/15/13

275,000

257,125

Sequa Corp.:

11.75% 12/1/15 (e)

485,000

407,400

13.5% 12/1/15 pay-in-kind (e)

253,268

210,086

 

2,232,311

Air Transportation - 3.1%

American Airlines, Inc. pass-thru trust certificates:

6.817% 5/23/11

1,605,000

1,187,700

6.977% 11/23/22

142,431

88,307

8.608% 10/1/12

390,000

315,900

Continental Airlines, Inc. pass-thru trust certificates:

7.566% 9/15/21

526,261

457,847

7.73% 9/15/12

211,545

148,082

7.875% 7/2/18

372,887

242,376

8.388% 5/1/22

242,995

180,424

9.558% 9/1/19

685,407

479,785

9.798% 4/1/21

4,229,961

3,553,167

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

8.021% 8/10/22

383,580

272,342

8.954% 8/10/14

387,227

274,931

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Air Transportation - continued

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

$ 280,000

$ 173,600

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

687,575

467,551

 

7,842,012

Automotive - 0.1%

Ford Motor Credit Co. LLC 7.875% 6/15/10

100,000

76,333

Tenneco, Inc. 8.125% 11/15/15

140,000

119,700

 

196,033

Broadcasting - 0.2%

Clear Channel Communications, Inc.:

5% 3/15/12

305,000

161,650

6.25% 3/15/11

245,000

158,025

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

230,000

167,900

 

487,575

Building Materials - 0.6%

General Cable Corp. 7.125% 4/1/17

245,000

227,850

Nortek, Inc. 10% 12/1/13 (e)

1,045,000

924,825

Ply Gem Industries, Inc. 11.75% 6/15/13 (e)

485,000

409,825

 

1,562,500

Cable TV - 3.1%

Cablevision Systems Corp. 8% 4/15/12

140,000

130,900

Charter Communications Holdings I LLC:

9.92% 4/1/14

532,000

202,160

10% 5/15/14

165,000

85,800

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

230,000

154,100

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

760,000

684,000

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

8.375% 4/30/14 (e)

970,000

848,750

10.875% 9/15/14 (e)

800,000

784,000

CSC Holdings, Inc.:

6.75% 4/15/12

750,000

690,000

8.5% 6/15/15 (e)

800,000

743,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Cable TV - continued

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

6.375% 6/15/15

$ 360,000

$ 315,900

8.375% 3/15/13

245,000

242,550

EchoStar Communications Corp.:

6.375% 10/1/11

1,540,000

1,416,800

7% 10/1/13

830,000

713,800

Kabel Deutschland GmbH 10.625% 7/1/14

435,000

423,038

Videotron Ltd. 9.125% 4/15/18 (e)

415,000

419,150

 

7,853,948

Capital Goods - 2.2%

Case Corp. 7.25% 1/15/16

360,000

329,400

Leucadia National Corp.:

7% 8/15/13

65,000

61,750

7.125% 3/15/17

1,560,000

1,435,200

RBS Global, Inc. / Rexnord Corp.:

8.875% 9/1/16

240,000

212,400

9.5% 8/1/14

145,000

133,400

11.75% 8/1/16

240,000

216,000

Sensus Metering Systems, Inc. 8.625% 12/15/13

2,235,000

2,078,550

Terex Corp. 8% 11/15/17

1,050,000

958,125

 

5,424,825

Chemicals - 1.7%

Chemtura Corp. 6.875% 6/1/16

875,000

691,250

Equistar Chemicals LP 7.55% 2/15/26

705,000

451,200

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

1,245,000

971,100

Nell AF Sarl 8.375% 8/15/15 (e)

350,000

164,500

NOVA Chemicals Corp.:

5.9525% 11/15/13 (f)

215,000

175,763

6.5% 1/15/12

1,345,000

1,213,863

PolyOne Corp. 8.875% 5/1/12

485,000

455,900

 

4,123,576

Consumer Products - 1.5%

Jostens Holding Corp. 0% 12/1/13 (b)

3,135,000

2,978,250

Revlon Consumer Products Corp. 9.5% 4/1/11

770,000

693,000

 

3,671,250

Containers - 0.7%

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

465,000

413,850

Crown Americas LLC/Crown Americas Capital Corp. 7.75% 11/15/15

240,000

234,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Containers - continued

Crown Cork & Seal, Inc.:

7.375% 12/15/26

$ 95,000

$ 72,200

8% 4/15/23

115,000

97,175

Greif, Inc. 6.75% 2/1/17

855,000

807,975

 

1,625,200

Diversified Financial Services - 0.2%

Sprint Capital Corp. 8.75% 3/15/32

475,000

370,500

Diversified Media - 0.9%

Interpublic Group of Companies, Inc.:

6.25% 11/15/14

120,000

99,600

7.25% 8/15/11

225,000

211,500

Lamar Media Corp.:

Series B, 6.625% 8/15/15

90,000

74,475

6.625% 8/15/15

360,000

297,900

Nielsen Finance LLC/Nielsen Finance Co.:

0% 8/1/16 (b)

715,000

468,325

10% 8/1/14

320,000

307,200

Quebecor Media, Inc.:

7.75% 3/15/16

275,000

239,250

7.75% 3/15/16

680,000

591,600

 

2,289,850

Electric Utilities - 6.3%

AES Corp.:

7.75% 3/1/14

555,000

505,050

7.75% 10/15/15

905,000

832,600

8% 10/15/17

275,000

253,688

Aquila, Inc. 11.875% 7/1/12 (c)(f)

70,000

77,000

Dynegy Holdings, Inc. 8.375% 5/1/16

585,000

508,950

Edison Mission Energy:

7% 5/15/17

90,000

81,000

7.2% 5/15/19

1,035,000

900,450

7.625% 5/15/27

630,000

504,000

Energy Future Holdings:

10.875% 11/1/17 (e)

1,740,000

1,574,700

11.25% 11/1/17 pay-in-kind (e)(f)

565,000

474,600

Intergen NV 9% 6/30/17 (e)

950,000

931,000

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

495,000

475,200

Mirant Americas Generation LLC:

8.3% 5/1/11

495,000

475,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Electric Utilities - continued

Mirant Americas Generation LLC: - continued

8.5% 10/1/21

$ 205,000

$ 171,175

9.125% 5/1/31

315,000

270,900

NRG Energy, Inc.:

7.25% 2/1/14

1,330,000

1,216,950

7.375% 2/1/16

285,000

257,925

7.375% 1/15/17

135,000

125,550

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

1,620,000

1,539,000

Reliant Energy, Inc.:

7.625% 6/15/14

765,000

577,575

7.875% 6/15/17

235,000

173,900

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

677,303

582,481

Texas Competitive Electric Holdings Co. LLC:

Series A, 10.25% 11/1/15 (e)

1,905,000

1,719,263

Series B, 10.25% 11/1/15 (e)

810,000

737,100

10.5% 11/1/16 pay-in-kind (e)(f)

750,000

701,250

 

15,666,507

Energy - 10.9%

Atlas Pipeline Partners LP 8.125% 12/15/15

1,330,000

1,236,900

Chaparral Energy, Inc.:

8.5% 12/1/15

1,785,000

1,383,375

8.875% 2/1/17

770,000

596,750

Chesapeake Energy Corp.:

6.5% 8/15/17

635,000

565,150

6.875% 1/15/16

255,000

230,775

7.5% 6/15/14

805,000

770,788

Compagnie Generale de Geophysique SA 7.5% 5/15/15

100,000

95,000

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

255,000

237,150

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

270,000

265,950

Dynegy Holdings, Inc. 8.75% 2/15/12

265,000

250,425

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

220,000

215,600

Energy Partners Ltd.:

7.9156% 4/15/13 (f)

930,000

725,400

9.75% 4/15/14

915,000

713,700

Forest Oil Corp.:

7.25% 6/15/19

315,000

267,750

7.75% 5/1/14

625,000

600,000

Frontier Oil Corp. 8.5% 9/15/16

675,000

660,656

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

445,000

427,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Hilcorp Energy I LP/Hilcorp Finance Co. 7.75% 11/1/15 (e)

$ 2,500,000

$ 2,150,000

Kinder Morgan Finance Co. ULC 5.35% 1/5/11

275,000

259,875

Newfield Exploration Co. 7.125% 5/15/18

445,000

391,600

OPTI Canada, Inc.:

7.875% 12/15/14

275,000

242,000

8.25% 12/15/14

775,000

705,250

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

1,045,000

961,400

Parker Drilling Co. 9.625% 10/1/13

1,230,000

1,193,100

Petrohawk Energy Corp.:

7.875% 6/1/15 (e)

590,000

513,300

9.125% 7/15/13

675,000

627,750

Petroleum Development Corp. 12% 2/15/18

615,000

615,000

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

720,000

626,400

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

1,935,000

1,649,588

Range Resources Corp. 7.375% 7/15/13

4,235,000

4,044,425

SandRidge Energy, Inc.:

6.4163% 4/1/14 (e)(f)

300,000

247,500

8.625% 4/1/15 pay-in-kind (e)

2,065,000

1,858,500

Seitel, Inc. 9.75% 2/15/14

880,000

730,400

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

335,000

323,275

Tesoro Corp. 6.5% 6/1/17

265,000

212,000

W&T Offshore, Inc. 8.25% 6/15/14 (e)

720,000

597,600

 

27,191,532

Environmental - 0.1%

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

260,000

221,000

Food and Drug Retail - 0.3%

Rite Aid Corp.:

7.5% 3/1/17

320,000

240,000

10.375% 7/15/16

490,000

416,500

SUPERVALU, Inc. 7.5% 11/15/14

220,000

211,200

 

867,700

Food/Beverage/Tobacco - 1.9%

Constellation Brands, Inc.:

7.25% 9/1/16

530,000

487,600

7.25% 5/15/17

205,000

190,650

8.375% 12/15/14

730,000

724,525

Dean Foods Co.:

6.9% 10/15/17

580,000

487,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Food/Beverage/Tobacco - continued

Dean Foods Co.: - continued

7% 6/1/16

$ 1,145,000

$ 996,150

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

1,145,000

1,122,100

Pierre Foods, Inc. 9.875% 7/15/12 (a)

535,000

42,800

Pilgrims Pride Corp.:

7.625% 5/1/15

245,000

154,350

8.375% 5/1/17

245,000

115,150

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

605,000

508,200

 

4,828,725

Gaming - 5.3%

Boyd Gaming Corp. 7.75% 12/15/12

220,000

193,600

Galaxy Entertainment Finance Co. Ltd. 9.875% 12/15/12 (Reg. S)

605,000

393,250

Harrah's Operating Co., Inc.:

5.375% 12/15/13

110,000

34,100

5.5% 7/1/10

145,000

108,750

Las Vegas Sands Corp. 6.375% 2/15/15

300,000

231,000

Mandalay Resort Group 9.375% 2/15/10

640,000

582,400

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

865,000

579,550

MGM Mirage, Inc.:

6.625% 7/15/15

1,785,000

1,231,650

6.75% 9/1/12

1,395,000

1,109,025

6.75% 4/1/13

125,000

98,750

6.875% 4/1/16

1,390,000

959,100

7.625% 1/15/17

940,000

676,800

8.375% 2/1/11

555,000

455,100

Mohegan Tribal Gaming Authority:

6.125% 2/15/13

220,000

182,600

7.125% 8/15/14

540,000

378,000

Park Place Entertainment Corp.:

7.875% 3/15/10

245,000

186,200

8.125% 5/15/11

730,000

430,700

Scientific Games Corp.:

6.25% 12/15/12

370,000

325,600

7.875% 6/15/16 (e)

670,000

646,550

Seminole Hard Rock Entertainment, Inc. 5.3188% 3/15/14 (e)(f)

665,000

485,450

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

1,210,000

1,028,500

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Gaming - continued

Seneca Gaming Corp.: - continued

7.25% 5/1/12

$ 675,000

$ 573,750

Snoqualmie Entertainment Authority:

6.875% 2/1/14 (e)(f)

800,000

576,000

9.125% 2/1/15 (e)

590,000

426,275

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

6.625% 12/1/14

720,000

606,600

6.625% 12/1/14

1,005,000

851,738

 

13,351,038

Healthcare - 5.2%

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

210,000

199,500

Biomet, Inc.:

10% 10/15/17

270,000

274,050

10.375% 10/15/17 pay-in-kind

485,000

481,363

11.625% 10/15/17

820,000

824,100

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

355,000

337,250

DJO Finance LLC / DJO Finance Corp. 10.875% 11/15/14

1,250,000

1,200,000

HCA, Inc.:

6.5% 2/15/16

880,000

686,400

9.125% 11/15/14

1,425,000

1,385,813

9.25% 11/15/16

2,045,000

1,988,763

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

990,000

938,025

HealthSouth Corp. 10.75% 6/15/16

440,000

444,400

Omega Healthcare Investors, Inc. 7% 4/1/14

1,700,000

1,564,000

Service Corp. International 7.5% 4/1/27

1,790,000

1,342,500

Ventas Realty LP 6.625% 10/15/14

220,000

204,600

Viant Holdings, Inc. 10.125% 7/15/17 (e)

1,244,000

995,200

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

295,000

247,800

 

13,113,764

Homebuilding/Real Estate - 1.4%

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

7.125% 2/15/13

630,000

481,950

8.125% 6/1/12

2,370,000

2,014,500

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

400,000

304,000

K. Hovnanian Enterprises, Inc.:

6.375% 12/15/14

240,000

141,600

8.875% 4/1/12

145,000

91,350

11.5% 5/1/13 (e)

40,000

39,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Homebuilding/Real Estate - continued

KB Home 6.375% 8/15/11

$ 225,000

$ 203,625

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

225,000

187,875

 

3,464,100

Hotels - 0.5%

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

130,000

111,800

Host Marriott LP 7.125% 11/1/13

1,370,000

1,233,000

 

1,344,800

Leisure - 2.2%

Royal Caribbean Cruises Ltd. yankee:

7% 6/15/13

440,000

378,400

7.5% 10/15/27

2,285,000

1,799,438

Town Sports International Holdings, Inc. 0% 2/1/14 (b)

1,629,000

1,449,810

Universal City Florida Holding Co. I/II:

7.5506% 5/1/10 (f)

1,700,000

1,593,750

8.375% 5/1/10

260,000

252,200

 

5,473,598

Metals/Mining - 5.2%

Arch Western Finance LLC 6.75% 7/1/13

1,015,000

954,100

Compass Minerals International, Inc. 12% 6/1/13

3,866,000

3,866,000

Drummond Co., Inc. 7.375% 2/15/16 (e)

1,915,000

1,589,450

FMG Finance Property Ltd.:

6.8106% 9/1/11 (e)(f)

1,030,000

947,600

10% 9/1/13 (e)

950,000

893,000

10.625% 9/1/16 (e)

190,000

183,350

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 4/1/15

2,645,000

2,598,713

8.375% 4/1/17

125,000

122,813

Massey Energy Co. 6.875% 12/15/13

1,505,000

1,358,263

Noranda Aluminium Acquisition Corp. 6.8275% 5/15/15 pay-in-kind (f)

600,000

456,000

 

12,969,289

Paper - 1.6%

Catalyst Paper Corp. 8.625% 6/15/11

345,000

272,550

Domtar Corp.:

5.375% 12/1/13

365,000

313,900

7.125% 8/15/15

245,000

225,400

Georgia-Pacific Corp. 7% 1/15/15 (e)

2,125,000

1,891,250

Graphic Packaging International, Inc. 8.5% 8/15/11

245,000

232,750

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Paper - continued

Jefferson Smurfit Corp. U.S. 7.5% 6/1/13

$ 945,000

$ 737,100

Rock-Tenn Co. 9.25% 3/15/16 (e)

225,000

229,500

 

3,902,450

Publishing/Printing - 0.9%

Scholastic Corp. 5% 4/15/13

950,000

793,250

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

1,090,000

615,850

TL Acquisitions, Inc.:

0% 7/15/15 (b)(e)

360,000

248,400

10.5% 1/15/15 (e)

790,000

632,000

 

2,289,500

Railroad - 0.1%

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

340,000

333,200

Restaurants - 0.4%

Carrols Corp. 9% 1/15/13

835,000

701,400

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

345,000

317,400

 

1,018,800

Services - 3.8%

ARAMARK Corp.:

6.3006% 2/1/15 (f)

390,000

341,250

8.5% 2/1/15

1,185,000

1,131,675

Ashtead Capital, Inc. 9% 8/15/16 (e)

900,000

783,000

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 7.75% 5/15/16

965,000

579,000

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

110,000

102,850

FTI Consulting, Inc.:

7.625% 6/15/13

1,585,000

1,616,700

7.75% 10/1/16

905,000

923,100

Hertz Corp.:

8.875% 1/1/14

130,000

113,100

10.5% 1/1/16

265,000

222,600

Iron Mountain, Inc.:

6.625% 1/1/16

135,000

126,900

7.75% 1/15/15

195,000

193,050

8% 6/15/20

240,000

232,200

8.625% 4/1/13

1,885,000

1,856,725

JohnsonDiversey Holdings, Inc. 10.67% 5/15/13

165,000

160,050

JohnsonDiversey, Inc. 9.625% 5/15/12

75,000

74,813

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

120,000

76,800

Rental Service Corp. 9.5% 12/1/14

490,000

372,400

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Services - continued

US Investigations Services, Inc.:

10.5% 11/1/15 (e)

$ 435,000

$ 387,150

11.75% 5/1/16 (e)

325,000

266,500

 

9,559,863

Shipping - 6.3%

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

1,665,000

1,465,200

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

9,465,000

9,181,050

Teekay Corp. 8.875% 7/15/11

4,970,000

5,019,700

 

15,665,950

Specialty Retailing - 0.3%

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

245,000

153,125

Sally Holdings LLC:

9.25% 11/15/14

480,000

456,000

10.5% 11/15/16

240,000

228,000

 

837,125

Steels - 1.2%

Evraz Group SA:

8.875% 4/24/13 (e)

460,000

354,200

9.5% 4/24/18 (e)

255,000

188,700

RathGibson, Inc. 11.25% 2/15/14

930,000

846,300

Steel Dynamics, Inc.:

6.75% 4/1/15

1,210,000

1,040,600

7.375% 11/1/12

690,000

638,250

 

3,068,050

Super Retail - 2.7%

AutoNation, Inc. 7% 4/15/14

450,000

391,500

NBC Acquisition Corp. 11% 3/15/13

6,105,000

4,594,013

Nebraska Book Co., Inc. 8.625% 3/15/12

1,115,000

841,825

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

240,000

165,600

Toys 'R' US, Inc.:

7.375% 10/15/18

100,000

65,000

7.625% 8/1/11

865,000

743,900

 

6,801,838

Technology - 5.3%

Amkor Technology, Inc.:

7.75% 5/15/13

780,000

659,100

9.25% 6/1/16

240,000

204,000

Celestica, Inc. 7.875% 7/1/11

880,000

851,400

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

First Data Corp. 9.875% 9/24/15 (e)

$ 225,000

$ 176,625

Flextronics International Ltd.:

6.25% 11/15/14

180,000

154,800

6.5% 5/15/13

75,000

67,500

Freescale Semiconductor, Inc.:

6.6938% 12/15/14 (f)

710,000

475,700

8.875% 12/15/14

505,000

348,450

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

140,000

88,200

10.125% 12/15/16

245,000

158,025

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

225,000

204,750

Lucent Technologies, Inc.:

6.45% 3/15/29

560,000

341,600

6.5% 1/15/28

2,150,000

1,311,500

Nortel Networks Corp.:

7.0406% 7/15/11 (f)

215,000

138,675

10.125% 7/15/13

135,000

81,675

NXP BV:

5.5406% 10/15/13 (f)

230,000

152,950

9.5% 10/15/15

390,000

202,800

Seagate Technology HDD Holdings 6.8% 10/1/16

475,000

408,500

Spansion LLC 11.25% 1/15/16 (e)

245,000

140,875

SS&C Technologies, Inc. 11.75% 12/1/13

35,000

36,400

SunGard Data Systems, Inc.:

9.125% 8/15/13

345,000

311,363

10.25% 8/15/15

340,000

296,650

Xerox Capital Trust I 8% 2/1/27

7,005,000

6,369,864

 

13,181,402

Telecommunications - 7.0%

Cincinnati Bell, Inc. 8.375% 1/15/14

1,030,000

890,950

Citizens Communications Co.:

6.25% 1/15/13

450,000

420,750

9% 8/15/31

225,000

172,125

Cricket Communications, Inc. 10% 7/15/15 (e)

605,000

571,725

Digicel Group Ltd.:

8.875% 1/15/15 (e)

1,315,000

1,078,300

9.125% 1/15/15 pay-in-kind (e)(f)

190,000

155,800

9.25% 9/1/12 (e)

490,000

485,100

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16 (e)

3,170,000

2,995,650

11.5% 6/15/16 (e)

270,000

259,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Intelsat Ltd.:

6.5% 11/1/13

$ 300,000

$ 195,000

7.625% 4/15/12

585,000

450,450

11.25% 6/15/16

340,000

332,350

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

1,430,000

1,329,900

Level 3 Financing, Inc.:

8.75% 2/15/17

755,000

520,950

9.25% 11/1/14

575,000

422,625

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

1,303,000

1,107,550

Nextel Communications, Inc.:

6.875% 10/31/13

405,000

275,400

7.375% 8/1/15

335,000

221,100

Orascom Telecom Finance SCA 7.875% 2/8/14 (e)

1,605,000

1,468,575

Qwest Communications International, Inc. 7.5% 2/15/14

225,000

198,000

Qwest Corp.:

6.0688% 6/15/13 (f)

1,400,000

1,218,000

7.5% 10/1/14

550,000

478,500

7.625% 6/15/15

205,000

182,450

Sprint Capital Corp.:

6.875% 11/15/28

255,000

172,125

8.375% 3/15/12

315,000

283,500

Sprint Nextel Corp. 6% 12/1/16

135,000

104,625

Time Warner Telecom Holdings, Inc. 9.25% 2/15/14

430,000

397,750

U.S. West Communications:

6.875% 9/15/33

225,000

151,313

7.5% 6/15/23

445,000

356,000

Vimpel Communications:

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

490,000

377,300

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

395,000

288,350

 

17,561,413

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Textiles & Apparel - 0.5%

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

$ 830,000

$ 693,050

Levi Strauss & Co. 9.75% 1/15/15

540,000

475,200

 

1,168,250

TOTAL NONCONVERTIBLE BONDS

211,559,474

TOTAL CORPORATE BONDS

(Cost $242,083,416)

213,266,449

Commercial Mortgage Securities - 0.2%

 

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 1.8407% 8/1/24 (e)(f)
(Cost $630,387)

692,601

462,657

Common Stocks - 0.4%

Shares

 

Textiles & Apparel - 0.4%

Arena Brands Holding Corp. Class B (g)
(Cost $5,834,134)

144,445

938,893

Convertible Preferred Stocks - 0.1%

 

 

 

 

Electric Utilities - 0.1%

AES Trust III 6.75%
(Cost $329,167)

6,600

254,100

Floating Rate Loans - 7.8% (h)

 

Principal Amount

 

Air Transportation - 0.7%

Delta Air Lines, Inc. Tranche 2LN, term loan 6.95% 4/30/14 (f)

$ 525,000

362,250

United Air Lines, Inc. Tranche B, term loan 5.457% 2/1/14 (f)

2,390,411

1,434,247

 

1,796,497

Floating Rate Loans - continued

 

Principal Amount

Value

Automotive - 0.2%

Federal-Mogul Corp.:

Tranche B, term loan 4.49% 12/27/14 (f)

$ 535,574

$ 356,157

Tranche C, term loan 4.89% 12/27/15 (f)

414,639

275,735

 

631,892

Broadcasting - 0.4%

Univision Communications, Inc. Tranche 1LN, term loan 5.1213% 9/29/14 (f)

1,645,000

1,044,575

Cable TV - 1.4%

Charter Communications Operating LLC Tranche B 1LN, term loan 4.8% 3/6/14 (f)

1,697,175

1,376,833

CSC Holdings, Inc. Tranche B, term loan 4.57% 3/31/13 (f)

2,173,456

1,912,641

Insight Midwest Holdings LLC Tranche B, term loan 4.49% 4/6/14 (f)

200,000

180,000

 

3,469,474

Capital Goods - 0.2%

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

590,000

536,900

Containers - 0.4%

Anchor Glass Container Corp. term loan 7.763% 6/20/14 (f)

980,938

949,057

Electric Utilities - 0.9%

Ashmore Energy International:

Revolving Credit-Linked Deposit 6.77% 3/30/12 (f)

332,194

290,670

term loan 6.7619% 3/30/14 (f)

2,362,189

2,066,915

 

2,357,585

Entertainment/Film - 0.3%

Zuffa LLC term loan 5.25% 6/19/15 (f)

1,076,523

818,158

Gaming - 0.3%

Fantasy Springs Resort Casino term loan 10.3106% 8/6/12 (f)

730,000

642,400

Healthcare - 0.9%

Community Health Systems, Inc.:

term loan 5.28% 7/25/14 (f)

1,151,920

1,019,449

Tranche DD, term loan 7/25/14 (f)(i)

58,933

52,155

HCA, Inc. Tranche B, term loan 6.0119% 11/17/13 (f)

461,477

404,946

PTS Acquisition Corp. term loan 6.0119% 4/10/14 (f)

934,881

740,893

 

2,217,443

Floating Rate Loans - continued

 

Principal Amount

Value

Paper - 0.4%

Georgia-Pacific Corp. Tranche B1, term loan 4.54% 12/23/12 (f)

$ 1,250,475

$ 1,094,166

Publishing/Printing - 0.3%

Education Media and Publishing Group Ltd. Tranche 2LN, term loan 11.9875% 12/12/14 (f)

861,893

646,420

Services - 0.3%

Penhall International Corp. term loan 10.1325% 4/1/12 pay-in-kind (f)

1,064,896

638,937

Technology - 0.7%

Flextronics International Ltd.:

Tranche B-A, term loan 5.041% 10/1/14 (f)

225,367

188,182

Tranche B-A1, term loan 5.0406% 10/1/14 (f)

34,511

28,817

Kronos, Inc.:

Tranche 1LN, term loan 6.0119% 6/11/14 (f)

735,268

639,683

Tranche 2LN, term loan 9.5119% 6/11/15 (f)

730,000

605,900

SS&C Technologies, Inc. term loan 5.7664% 11/23/12 (f)

364,886

341,160

 

1,803,742

Textiles & Apparel - 0.4%

Hanesbrands, Inc. Tranche B 1LN, term loan 4.7091% 9/5/13 (f)

265,000

238,500

Levi Strauss & Co. term loan 4.7388% 4/4/14 (f)

1,040,000

785,200

 

1,023,700

TOTAL FLOATING RATE LOANS

(Cost $24,012,571)

19,670,946

Interfund Loans - 4.3%

 

With Fidelity Asset Manager 50%, at 4.62% due 10/1/08 (d) (Cost $10,728,000)

10,728,000

10,728,000

Cash Equivalents - 0.6%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 2.19%, dated 9/30/08 due 10/1/08 (Collateralized by U.S. Government Obligations) #
(Cost $1,498,000)

1,498,091

$ 1,498,000

TOTAL INVESTMENT PORTFOLIO - 98.7%

(Cost $285,115,675)

246,819,045

NET OTHER ASSETS - 1.3%

3,258,508

NET ASSETS - 100%

$ 250,077,553

Legend

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

(b) Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(c) 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.

(d) Loan is with an affiliated fund.

(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 $46,229,587 or 18.5% of net assets.

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

(g) 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 $938,893 or 0.4% of net assets.

Additional information on each holding is as follows:

Security A

Acquisition Date

Acquisition Cost

Arena Brands Holding Corp. Class B

6/18/97

$ 5,834,134

A Acquired as a result of an in-kind exchange and represents the original acquisition date and cost.

(h) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(i) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $58,933 and $52,155, respectively. The coupon rate will be determined at time of settlement.

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

Repurchase Agreement / Counterparty

Value

$1,498,000 due 10/01/08 at 2.19%

Bank of America, NA

$ 1,027,678

Barclays Capital, Inc.

63,455

Societe Generale, New York Branch

140,138

UBS Securities LLC

266,729

 

$ 1,498,000

Other Information

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

United States of America

83.1%

Bermuda

6.6%

Canada

2.7%

Marshall Islands

2.6%

Luxembourg

1.4%

Others (individually less than 1%)

3.6%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

Assets

Investment in securities, at value (including repurchase agreements of $1,498,000) - See accompanying schedule:

Unaffiliated issuers (cost $274,387,675)

$ 236,091,045

 

Other affiliated issuers (cost $10,728,000)

10,728,000

 

Total Investments (cost $285,115,675)

 

$ 246,819,045

Cash

18,979

Receivable for investments sold

638,771

Dividends receivable

2,944

Interest receivable

5,590,318

Other affiliated receivables

1,825

Total assets

253,071,882

 

 

 

Liabilities

Payable for investments purchased

$ 2,962,049

Distributions payable

30,399

Other payables and accrued expenses

1,881

Total liabilities

2,994,329

 

 

 

Net Assets

$ 250,077,553

Net Assets consist of:

 

Paid in capital

$ 288,374,183

Net unrealized appreciation (depreciation) on investments

(38,296,630 )

Net Assets , for 2,924,623 shares outstanding

$ 250,077,553

Net Asset Value , offering price and redemption price per share ($250,077,553 ÷ 2,924,623 shares)

$ 85.51

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended September 30, 2008

Investment Income

 

 

Dividends

 

$ 713,074

Interest (including $94,650 from affiliated interfund lending)

 

22,745,800

Total income

 

23,458,874

 

 

 

Expenses

Custodian fees and expenses

$ 7,953

Independent directors' compensation

1,140

Total expenses before reductions

9,093

Expense reductions

(7,352 )

1,741

Net investment income

23,457,133

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(7,949,729)

Change in net unrealized appreciation (depreciation) on investment securities

(30,425,733 )

Net gain (loss)

(38,375,462 )

Net increase (decrease) in net assets resulting from operations

$ (14,918,329 )

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
September 30, 2008

Year ended
September 30, 2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 23,457,133

$ 39,445,688

Net realized gain (loss)

(7,949,729)

16,883,844

Change in net unrealized appreciation (depreciation)

(30,425,733 )

(7,411,023 )

Net increase (decrease) in net assets resulting
from operations

(14,918,329 )

48,918,509

Distributions to partners from net investment income

(21,875,611 )

(38,255,766 )

Affiliated share transactions
Proceeds from sales of shares

11,162,271

68,944,003

Reinvestment of distributions

10,763,688

-

Cost of shares redeemed

(32,474,888 )

(370,349,079 )

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

(10,548,929 )

(301,405,076 )

Total increase (decrease) in net assets

(47,342,869)

(290,742,333)

 

 

 

Net Assets

Beginning of period

297,420,422

588,162,755

End of period

$ 250,077,553

$ 297,420,422

Other Information

Shares

Sold

118,811

683,918

Issued in reinvestment of distributions

117,512

-

Redeemed

(331,277 )

(3,650,698 )

Net increase (decrease)

(94,954 )

(2,966,780 )

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

Annual Report

Financial Highlights

Years ended September 30,
2008
2007
2006
2005 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 98.50

$ 98.25

$ 97.30

$ 100.00

Income from Investment Operations

 

 

 

 

Net investment income D

  8.305

  8.377

  7.858

  6.548

Net realized and unrealized gain (loss)

  (13.548 )

  (.027 ) F

  .757

  (2.855 )

Total from investment operations

  (5.243 )

  8.350

  8.615

  3.693

Distributions to partners from net investment income

  (7.747 )

  (8.100 )

  (7.665 )

  (6.393 )

Net asset value, end of period

$ 85.51

$ 98.50

$ 98.25

$ 97.30

Total Return B,C

  (5.71)%

  8.70%

  9.23%

  3.83%

Ratios to Average Net Assets H

 

 

 

 

Expenses before reductions

  -% E

  -% E

  .01%

  .01% A

Expenses net of fee waivers, if any

  -% E

  -% E

  .01%

  .01% A

Expenses net of all reductions

  -% E

  -% E

  .01%

  .01% A

Net investment income

  8.83%

  8.36%

  8.07%

  7.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 250,078

$ 297,420

$ 588,163

$ 1,048,098

Portfolio turnover rate

  55%

  62%

  57%

  113% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amount represents less than .01%.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 12, 2004 (commencement of operations) to September 30, 2005.

H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other 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 brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2008

1. Organization.

Fidelity High Income Central Fund 1 (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. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Significant Accounting Policies.

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

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

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Certain of the Fund's securities may be valued by a single source or dealer. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Directors. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Security Valuation - continued

markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because all income and expenses and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income tax returns.

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

The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Partners - continued

returns for the prior three fiscal years remains subject to the examination by the Internal Revenue Service (IRS).

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

Unrealized appreciation

$ 288,106

 

Unrealized depreciation

(37,996,867 )

 

Net unrealized appreciation (depreciation)

$ (37,708,761 )

 

Cost for federal income tax purposes

$ 284,527,806

 

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

3. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

3. Operating Policies - continued

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $139,327,413 and $151,742,412, respectively.

5. Fees and Other Transactions with Affiliates.

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

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Lender

$ 5,807,466

3.37%

6. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $1,140.

Annual Report

6. Expense Reductions - continued

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 $6,212.

7. Other.

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

At the end of the period mutual funds managed by FMR or an FMR affiliate were the owners of record of all 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 1:

We have audited the accompanying statement of assets and liabilities of Fidelity High Income Central Fund 1 (the Fund), a fund of Fidelity Central Investment Portfolios LLC, including the schedule of investments, as of September 30, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity High Income Central Fund 1 as of September 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 25, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

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

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

Interested Trustees *:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 2004

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

James C. Curvey (73)

 

Year of Election or Appointment: 2007

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

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

Independent Trustees :

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

Name, Age; Principal Occupation

Dennis J. Dirks (60)

 

Year of Election or Appointment: 2005

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

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

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

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (64)

 

Year of Election or Appointment: 2008

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

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (69)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-
2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (59)

 

Year of Election or Appointment: 2008

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

Michael E. Wiley (58)

 

Year of Election or Appointment: 2008

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

Advisory Board Member and Executive Officers **:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Thomas C. Hense (44)

 

Year of Election or Appointment: 2008

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

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

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

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

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

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

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

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

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

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

High Income Central Fund 1

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

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

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Fidelity ® International Equity
Central Fund

Annual Report

September 30, 2008

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

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

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

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

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

INTCEN-ANN-1108
1.859208.100

Performance: The Bottom Line

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

Average annual total returns take International Equity Central Fund's cumulative total return and show you what would have happened if International Equity Central Fund shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in International Equity Central Fund on December 10, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Europe, Australasia, Far East (MSCI EAFE®) Index performed over the same period.


FID359

Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Torrey, Portfolio Manager of Fidelity® International Equity Central Fund for the period covered by this report, with additional input from Jeffrey Stevens and Paul Walsh, who joined Torrey on August 1, 2008, to form a co-manager structure for the fund

Amid growing signs of a global economic slowdown, foreign equity markets plummeted, especially during the late summer and early fall, generating steeper losses than the U.S. stock market through the first nine months of 2008. The subprime-mortgage-led financial crisis turned viral, spreading beyond the United States and provoking a worldwide asset sell-off. During the period from International Equity Central Fund's inception on December 10, 2007, through September 30, 2008, the MSCI® Europe, Australasia, Far East (EAFE®) Index fell 31.69%. Among foreign developed countries, Europe suffered the most-precipitous declines, as the region's economies decelerated severely and the growing financial crisis engulfed many of Europe's banking institutions. Even commodity-exporting countries such as Brazil, Russia and Argentina - which had held up relatively well earlier in the year - suffered big declines. Stocks in the Asia-Pacific region also tended to perform poorly, with growing worries that the global slowdown might have a greater impact on local economies and export industries than previously anticipated. The strengthening dollar further added to losses for U.S. investors.

From its inception on December 10, 2007, through September 30, 2008, the fund declined 31.24%, finishing just ahead of the EAFE index. Within the context of a generally sector-neutral investment strategy, a good deal of the fund's relative outperformance came from favorable industry positioning within some of the sectors. In particular, an underweighting of diversified financials within the toxic financials sector and an overweighting of software/services in the information technology sector helped. Positive stock picking in financials, consumer staples and health care also aided our results, including overweightings in Japanese banking company Mitsubishi UFJ Financial and Australian medical products maker CSL, and an underweighting in Swiss diversified financials firm UBS. A modest cash position was beneficial as well. Conversely, we lost ground through unfavorable stock selection in utilities and, to a lesser extent, in pockets of the consumer discretionary and technology sectors. Among our biggest detractors were overweightings in Australian investment firm Babcock & Brown, which was no longer held at period end, and Norwegian solar power company Renewable Energy.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2008 to September 30, 2008).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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
April 1, 2008

Ending
Account Value
September 30, 2008

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

Actual

.0298%

$ 1,000.00

$ 801.60

$ .13

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.85

$ .15

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The fees and expenses of the underlying Money Market Central Funds in which this Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of September 30, 2008

FID96

United Kingdom 23.0%

 

FID362

Japan 15.2%

 

FID98

Germany 10.8%

 

FID365

France 9.4%

 

FID100

Switzerland 9.3%

 

FID368

United States of America 4.3%

 

FID102

Canada 3.1%

 

FID371

Italy 2.9%

 

FID104

Australia 2.7%

 

FID106

Other 19.3%

 

FID375

As of March 31, 2008

FID96

United Kingdom 15.8%

 

FID362

France 13.9%

 

FID98

Germany 13.3%

 

FID365

Japan 11.9%

 

FID100

Switzerland 10.0%

 

FID368

Australia 5.6%

 

FID102

Norway 3.6%

 

FID371

Spain 3.4%

 

FID104

Italy 3.3%

 

FID106

Other 19.2%

 

FID387

Annual Report

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.9

99.1

Short-Term Investments and Net Other Assets

3.1

0.9

Top Ten Stocks as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

HSBC Holdings PLC (Hong Kong) (Reg.) (United Kingdom, Commercial Banks)

3.3

0.5

Mitsubishi UFJ Financial Group, Inc. (Japan, Commercial Banks)

2.7

1.4

Nestle SA (Reg.) (Switzerland, Food Products)

2.3

2.1

Telefonica SA (Spain, Diversified Telecommunication Services)

2.0

2.1

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

1.9

2.2

Siemens AG (Reg.) (Germany, Industrial Conglomerates)

1.8

1.7

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.8

1.6

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

2.3

CSL Ltd. (Australia, Biotechnology)

1.8

1.5

Zurich Financial Services AG (Reg.) (Switzerland, Insurance)

1.7

1.4

 

21.1

 

Market Sectors as of September 30, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.1

25.4

Industrials

10.6

12.6

Consumer Staples

9.7

9.2

Consumer Discretionary

9.6

9.5

Materials

9.3

11.0

Health Care

8.1

7.1

Energy

7.9

8.2

Telecommunication Services

6.1

6.0

Utilities

5.5

4.9

Information Technology

5.0

5.2

Annual Report

Investments September 30, 2008

Showing Percentage of Net Assets

Common Stocks - 96.9%

Shares

Value

Australia - 2.7%

AMP Ltd.

260,713

$ 1,482,369

Aristocrat Leisure Ltd.

121,804

638,162

CSL Ltd.

364,060

11,028,459

Leighton Holdings Ltd.

9,412

289,677

Westfield Group unit

257,792

3,530,994

TOTAL AUSTRALIA

16,969,661

Bermuda - 0.7%

Covidien Ltd.

65,300

3,510,528

Ports Design Ltd.

544,000

996,378

TOTAL BERMUDA

4,506,906

Canada - 3.1%

Canadian Imperial Bank of Commerce

69,800

4,005,434

Canadian Natural Resources Ltd.

32,600

2,235,814

Canadian Pacific Railway Ltd.

32,100

1,721,108

EnCana Corp.

18,700

1,193,961

Harry Winston Diamond Corp.

97,400

1,281,097

Nexen, Inc.

78,500

1,821,637

Open Text Corp. (a)

82,200

2,726,871

Petrobank Energy & Resources Ltd. (a)

47,700

1,808,244

Suncor Energy, Inc.

56,000

2,314,919

TOTAL CANADA

19,109,085

Cayman Islands - 0.5%

Anta Sports Products Ltd. (a)

1,267,000

727,648

China Dongxiang Group Co. Ltd.

3,850,000

1,109,336

Stella International Holdings Ltd. (a)

1,422,000

1,525,567

TOTAL CAYMAN ISLANDS

3,362,551

China - 1.4%

China Construction Bank Corp. (H Shares)

6,871,000

4,584,876

Focus Media Holding Ltd. ADR (a)(d)

55,900

1,593,709

Global Bio-Chem Technology Group Co. Ltd.

4,500,000

1,455,521

Li Ning Co. Ltd.

609,500

1,069,293

TOTAL CHINA

8,703,399

Denmark - 0.3%

Vestas Wind Systems AS (a)

23,920

2,087,362

Finland - 1.8%

Fortum Oyj

53,400

1,791,429

Common Stocks - continued

Shares

Value

Finland - continued

Nokia Corp.

439,800

$ 8,199,991

Outotec Oyj

47,100

1,267,664

TOTAL FINLAND

11,259,084

France - 9.4%

Accor SA

23,800

1,270,624

Alcatel-Lucent SA (a)(d)

313,500

1,207,707

Alstom SA

113,100

8,582,301

AXA SA

175,200

5,733,024

BNP Paribas SA

12,100

1,154,625

Cap Gemini SA

34,200

1,615,064

Compagnie Generale de Geophysique SA (a)

24,400

773,916

GDF Suez

98,089

5,103,984

Groupe Danone

63,700

4,516,757

L'Air Liquide SA

60,000

6,590,716

LVMH Moet Hennessy - Louis Vuitton

15,900

1,395,424

Pinault Printemps-Redoute SA

13,800

1,234,357

Remy Cointreau SA (d)

33,500

1,579,278

Renault SA

40,900

2,605,605

Suez Environnement SA rights 6/22/10 (a)

94,800

586,535

Total SA Series B

151,400

9,194,274

Unibail-Rodamco

10,800

2,184,391

VINCI SA

15,060

709,316

Vivendi

70,609

2,212,856

TOTAL FRANCE

58,250,754

Germany - 10.8%

Adidas-Salomon AG

12,100

646,150

Allianz AG (Reg.)

42,600

5,838,313

Bayerische Motoren Werke AG (BMW)

27,300

1,057,794

Bilfinger Berger AG

2,300

119,756

Commerzbank AG

190,000

2,815,523

Daimler AG (Reg.)

84,400

4,189,220

Deutsche Bank AG

30,100

2,152,500

Deutsche Boerse AG

12,000

1,097,735

E.ON AG

202,500

10,189,596

GEA Group AG

36,500

706,232

Infineon Technologies AG (a)

181,400

1,006,757

K&S AG

100,000

6,931,151

Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)

31,100

4,689,609

Q-Cells AG (a)(d)

33,050

2,770,364

RWE AG

67,000

6,385,287

Common Stocks - continued

Shares

Value

Germany - continued

SAP AG

70,300

$ 3,742,772

Siemens AG (Reg.)

122,800

11,450,349

SolarWorld AG

25,920

1,090,613

TOTAL GERMANY

66,879,721

Greece - 0.2%

Public Power Corp. of Greece

96,200

1,483,575

Hong Kong - 1.6%

Cheung Kong Holdings Ltd.

304,000

3,443,941

Hang Seng Bank Ltd.

163,100

3,083,322

Hong Kong Exchanges & Clearing Ltd.

58,400

719,293

Li & Fung Ltd.

164,000

401,323

Swire Pacific Ltd. (A Shares)

269,000

2,364,595

TOTAL HONG KONG

10,012,474

India - 1.3%

Bharti Airtel Ltd. (a)

325,515

5,538,891

Satyam Computer Services Ltd.

391,000

2,527,288

TOTAL INDIA

8,066,179

Ireland - 0.5%

CRH PLC

140,000

2,994,102

Israel - 0.5%

Teva Pharmaceutical Industries Ltd. sponsored ADR

62,900

2,880,191

Italy - 2.9%

Enel SpA

181,100

1,511,229

ENI SpA

203,000

5,378,820

Fiat SpA

211,500

2,843,237

Finmeccanica SpA

98,300

2,130,149

Intesa Sanpaolo SpA

659,500

3,625,685

Telecom Italia SpA

916,500

1,363,521

Tod's SpA

26,000

1,308,921

TOTAL ITALY

18,161,562

Japan - 15.2%

ACOM Co. Ltd.

102,390

3,500,615

Canon, Inc.

11,800

447,517

Capcom Co. Ltd.

37,300

1,068,899

East Japan Railway Co.

444

3,312,436

Honda Motor Co. Ltd.

135,900

4,123,773

Kansai Electric Power Co., Inc.

114,100

2,539,510

Miraca Holdings, Inc.

46,900

907,567

Common Stocks - continued

Shares

Value

Japan - continued

Mitsubishi Corp.

181,900

$ 3,795,889

Mitsubishi Estate Co. Ltd.

101,000

1,990,968

Mitsubishi UFJ Financial Group, Inc.

1,888,400

16,473,514

Mitsui & Co. Ltd.

198,000

2,458,960

Mitsui Fudosan Co. Ltd.

108,000

2,087,556

Mizuho Financial Group, Inc.

810

3,543,582

NGK Insulators Ltd.

179,000

2,192,220

Nippon Telegraph & Telephone Corp.

494

2,205,772

Nomura Holdings, Inc.

179,500

2,343,375

Ozeki Co. Ltd.

57,000

1,524,548

Promise Co. Ltd. (d)

351,750

6,808,983

Rohto Pharmaceutical Co. Ltd.

72,000

814,351

Ryohin Keikaku Co. Ltd.

32,800

1,614,960

Seven & I Holdings Co. Ltd.

94,200

2,707,375

SMC Corp.

32,100

3,345,683

Sumitomo Mitsui Financial Group, Inc.

1,584

9,934,885

Sysmex Corp.

25,700

1,136,135

Takeda Pharmaceutical Co. Ltd.

10,400

523,843

Tokio Marine Holdings, Inc.

43,500

1,579,050

Tokyo Electron Ltd.

10,300

466,263

Toyota Motor Corp.

206,000

8,810,330

Tsutsumi Jewelry Co. Ltd.

107,500

2,066,852

TOTAL JAPAN

94,325,411

Luxembourg - 0.9%

ArcelorMittal SA (France)

79,400

4,020,739

SES SA (A Shares) FDR unit

64,772

1,345,857

TOTAL LUXEMBOURG

5,366,596

Netherlands - 2.4%

ERIKS Group NV (Certificaten Van Aandelen) unit

25,280

1,309,743

Heineken NV (Bearer)

43,600

1,751,109

Koninklijke Ahold NV

152,900

1,765,632

Koninklijke KPN NV

369,200

5,330,072

New World Resources BV

100,000

1,245,639

Unilever NV (Certificaten Van Aandelen)

125,000

3,517,361

TOTAL NETHERLANDS

14,919,556

Norway - 2.3%

DnB Nor ASA

526,800

4,085,764

Petroleum Geo-Services ASA (a)

133,550

1,764,323

Pronova BioPharma ASA

513,900

1,698,325

Common Stocks - continued

Shares

Value

Norway - continued

Renewable Energy Corp. AS (a)

197,000

$ 3,650,795

StatoilHydro ASA

120,400

2,860,376

TOTAL NORWAY

14,059,583

Papua New Guinea - 0.6%

Lihir Gold Ltd. (a)

1,500,000

3,391,854

Portugal - 0.3%

Energias de Portugal SA

410,500

1,722,185

Spain - 2.3%

Repsol YPF SA

69,200

2,050,077

Telefonica SA

523,325

12,438,978

TOTAL SPAIN

14,489,055

Sweden - 1.5%

Assa Abloy AB (B Shares)

20,200

244,552

H&M Hennes & Mauritz AB (B Shares)

45,750

1,872,811

KappAhl Holding AB

265,600

1,395,765

Modern Times Group MTG AB (B Shares)

71,550

2,576,865

Telefonaktiebolaget LM Ericsson (B Shares)

360,800

3,425,601

TOTAL SWEDEN

9,515,594

Switzerland - 9.3%

Compagnie Financiere Richemont unit

16,150

713,626

Credit Suisse Group (Reg.)

61,742

2,883,730

Nestle SA (Reg.)

326,050

14,092,332

Novartis AG (Reg.)

167,526

8,820,955

Roche Holding AG (participation certificate)

43,018

6,734,719

SGS Societe Generale de Surveillance Holding SA (Reg.)

599

705,030

Sonova Holding AG

43,872

2,860,591

Sulzer AG (Reg.)

32,064

3,411,826

Syngenta AG (Switzerland)

24,024

5,066,728

UBS AG (For. Reg.)

128,183

2,191,156

Zurich Financial Services AG (Reg.) (d)

37,114

10,278,545

TOTAL SWITZERLAND

57,759,238

Turkey - 0.2%

Tupras-Turkiye Petrol Rafinerileri AS

49,000

905,915

United Kingdom - 23.0%

Aegis Group PLC

966,600

1,619,848

Anglo American PLC (United Kingdom)

140,000

4,729,550

Autonomy Corp. PLC (a)

26,000

482,789

BAE Systems PLC

590,800

4,355,703

Common Stocks - continued

Shares

Value

United Kingdom - continued

Barclays PLC

462,800

$ 2,749,930

BG Group PLC

204,900

3,716,390

BHP Billiton PLC

500,000

11,328,051

British American Tobacco PLC

177,600

5,798,648

Capita Group PLC

77,200

960,886

Centrica PLC

249,700

1,405,119

Diageo PLC

165,700

2,826,993

easyJet PLC (a)

357,500

2,050,446

GlaxoSmithKline PLC

301,092

6,523,013

HBOS PLC

317,600

720,625

HSBC Holdings PLC (Hong Kong) (Reg.)

1,266,400

20,225,801

Imperial Tobacco Group PLC

165,200

5,303,492

Informa PLC

777,000

4,382,370

Land Securities Group PLC

94,500

2,134,515

Man Group PLC

139,600

853,151

Misys PLC

1,343,700

2,962,751

National Grid PLC

263,900

3,349,992

Prudential PLC

522,100

4,760,906

Reckitt Benckiser Group PLC

84,000

4,073,075

Rio Tinto PLC (Reg.)

150,000

9,414,689

Royal Dutch Shell PLC Class A (United Kingdom)

409,558

11,829,212

Standard Chartered PLC (United Kingdom)

171,700

4,225,130

Tesco PLC

960,100

6,678,048

Vodafone Group PLC

5,053,772

11,161,846

WPP Group PLC

238,100

1,926,048

TOTAL UNITED KINGDOM

142,549,017

United States of America - 1.2%

Allergan, Inc.

29,500

1,519,250

Covance, Inc. (a)

6,300

556,983

Genentech, Inc. (a)

8,900

789,252

Philip Morris International, Inc.

39,000

1,875,900

Union Pacific Corp.

42,000

2,988,720

TOTAL UNITED STATES OF AMERICA

7,730,105

TOTAL COMMON STOCKS

(Cost $811,337,643)

601,460,715

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 1.92% (b)

16,253,439

$ 16,253,439

Fidelity Securities Lending Cash Central Fund, 2.14% (b)(c)

17,714,800

17,714,800

TOTAL MONEY MARKET FUNDS

(Cost $33,968,239)

33,968,239

Cash Equivalents - 0.0%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.17%, dated 9/30/08 due 10/1/08:

(Collateralized by U.S. Treasury Obligations) #

$ 25,000

25,000

(Collateralized by U.S. Treasury Obligations) #

405,002

405,000

TOTAL CASH EQUIVALENTS

(Cost $430,000)

430,000

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $845,735,882)

635,858,954

NET OTHER ASSETS - (2.4)%

(14,962,210 )

NET ASSETS - 100%

$ 620,896,744

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

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

Repurchase Agreement / Counterparty

Value

$25,000 due 10/01/08 at 0.17%

BNP Paribas Securities Corp.

$ 18,454

Barclays Capital, Inc.

1,798

ING Financial Markets LLC

4,748

 

$ 25,000

$405,000 due 10/01/08 at 0.17%

BNP Paribas Securities Corp.

$ 298,968

Barclays Capital, Inc.

29,120

ING Financial Markets LLC

76,912

 

$ 405,000

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

$ 370,171

Fidelity Securities Lending Cash Central Fund

932,398

Total

$ 1,302,569

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

September 30, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $16,814,546 and repurchase agreements of $430,000) - See accompanying schedule:

Unaffiliated issuers (cost $811,767,643)

$ 601,890,715

 

Fidelity Central Funds (cost $33,968,239)

33,968,239

 

Total Investments (cost $845,735,882)

 

$ 635,858,954

Foreign currency held at value (cost $1,027)

1,014

Receivable for investments sold

2,059,329

Dividends receivable

2,173,639

Distributions receivable from Fidelity Central Funds

49,646

Total assets

640,142,582

 

 

 

Liabilities

Payable to custodian bank

$ 231,295

Payable for investments purchased

1,265,275

Other payables and accrued expenses

34,468

Collateral on securities loaned, at value

17,714,800

Total liabilities

19,245,838

 

 

 

Net Assets

$ 620,896,744

Net Assets consist of:

 

Paid in capital

$ 830,829,807

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(209,933,063 )

Net Assets , for 9,251,142 shares outstanding

$ 620,896,744

Net Asset Value , offering price and redemption price per share ($620,896,744 ÷ 9,251,142 shares)

$ 67.12

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

Annual Report

Statement of Operations

 

 

For the period
December 10, 2007
(commencement of
operations) to
September 30,
2008

 

 

 

Investment Income

 

 

Dividends

 

$ 20,649,907

Interest

 

208,135

Income from Fidelity Central Funds

 

1,302,569

 

 

22,160,611

Less foreign taxes withheld

 

(1,905,250 )

Total income

 

20,255,361

 

 

 

Expenses

Custodian fees and expenses

$ 166,881

Independent directors' compensation

2,477

Total expenses before reductions

169,358

Expense reductions

(2,477 )

166,881

Net investment income (loss)

20,088,480

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $40,900)

(86,913,448)

Foreign currency transactions

(2,706 )

Total net realized gain (loss)

 

(86,916,154)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(209,876,928)

Assets and liabilities in foreign currencies

(56,135 )

Total change in net unrealized appreciation (depreciation)

 

(209,933,063 )

Net gain (loss)

(296,849,217 )

Net increase (decrease) in net assets resulting from operations

$ (276,760,737 )

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

For the period
December 10, 2007
(commencement of operations) to September 30, 2008

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 20,088,480

Net realized gain (loss)

(86,916,154)

Change in net unrealized appreciation (depreciation)

(209,933,063 )

Net increase (decrease) in net assets resulting
from operations

(276,760,737 )

Distributions to partners from net investment income

(18,931,173)

Affiliated share transactions
Proceeds from sales of shares

905,908,787

Reinvestment of distributions

10,679,867

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

916,588,654

Total increase (decrease) in net assets

620,896,744

 

 

Net Assets

Beginning of period

-

End of period

$ 620,896,744

Other Information

Shares

Sold

9,126,116

Issued in reinvestment of distributions

125,026

Net increase (decrease)

9,251,142

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

Annual Report

Financial Highlights

Years ended September 30,
2008 G

Selected Per-Share Data

 

Net asset value beginning of period

$ 100.00

Income from Investment Operations

 

Net investment income (loss) D

  2.22

Net realized and unrealized gain (loss)

  (33.01 )

Total from investment operations

  (30.79 )

Distributions to partners from net investment income

  (2.09 )

Net asset value end of period

$ 67.12

Total Return B, C

  (31.24)%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .03% A

Expenses net of fee waivers, if any

  .03% A

Expenses net of all reductions

  .03% A

Net investment income (loss)

  3.21% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 620,897

Portfolio turnover rate F

  75% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 10, 2007 (commencement of operations) to September 30, 2008.

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

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2008

1. Organization.

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

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

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

3. Significant Accounting Policies.

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

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3. Significant Accounting Policies - continued

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from other Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the LLC can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the LLC. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Partners. No provision has been made for federal income taxes because all income and expenses and gain/loss (realized and unrealized) are allocated daily to the partners, based on their capital balances, for inclusion in their individual income tax returns.

Distributions are recorded on the ex-dividend date and are paid from net investment income on a book basis. Due to the Fund's partnership structure, paid in capital includes net realized gain/loss on investments.

The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements.

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

Unrealized appreciation

$ 3,206,807

Unrealized depreciation

(213,676,992 )

Net unrealized appreciation (depreciation)

$ (210,470,185 )

Cost for federal income tax purposes

$ 846,329,139

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3. Significant Accounting Policies - continued

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

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,351,482,918 and $453,283,305, respectively.

6. Fees and Other Transactions with Affiliates.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $580 for the period.

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Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $932,398.

8. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $2,477.

9. Other.

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

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

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Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Central Investment Portfolios LLC and the Shareholders of Fidelity International Equity Central Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Equity Central Fund (a fund of Fidelity Central Investment Portfolios LLC) at September 30, 2008, the results of its operations for the period indicated, the changes in its net assets for the period indicated and the financial highlights for the period indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Equity Central Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements 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 are free of material misstatement. An audit 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, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at September 30, 2008 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

November 25, 2008

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Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the Fidelity Central Investment Portfolios LLC and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

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

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

Interested Trustees *:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 2004

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

James C. Curvey (73)

 

Year of Election or Appointment: 2007

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

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

Independent Trustees :

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

Name, Age; Principal Occupation

Dennis J. Dirks (60)

 

Year of Election or Appointment: 2005

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

Alan J. Lacy (54)

 

Year of Election or Appointment: 2008

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

Ned C. Lautenbach (64)

 

Year of Election or Appointment: 2004

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (64)

 

Year of Election or Appointment: 2008

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

Cornelia M. Small (64)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (69)

 

Year of Election or Appointment: 2004

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-
2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (59)

 

Year of Election or Appointment: 2008
Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (58)

 

Year of Election or Appointment: 2008

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

Advisory Board Member and Executive Officers **:

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

Name, Age; Principal Occupation

Peter S. Lynch (64)

 

Year of Election or Appointment: 2003

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

Kenneth B. Robins (39)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Walter C. Donovan (46)

 

Year of Election or Appointment: 2007

Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as President of FMR and FMR Co., Inc., and Executive Vice President of Fidelity Investments Money Management, Inc. (2007-present). Previously, Mr. Donovan served as Executive Vice President of FMR and FMR Co., Inc. (2005-2007) and Senior Vice President of FMR (2003-2005) and FMR Co., Inc. (2004-2005).

Eric M. Wetlaufer (46)

 

Year of Election or Appointment: 2006

Vice President of Fidelity's International Equity Funds. Mr. Wetlaufer also serves as Group Chief Investment Officer of FMR. Mr. Wetlaufer is Chairman, Chief Executive Officer, and President of Fidelity Management & Research (Hong Kong) Limited (2008-present); Chairman, Chief Executive Officer, President, and a Director of Fidelity Management & Research (Japan) Inc. (2008-present); Chairman and Chief Executive Officer (2007-present) and President and a Director (2006-present) of Fidelity Management & Research (U.K.) Inc. and President and a Director of Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005) and a Chief Investment Officer of Putnam Investments (1997-2003).

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

John B. McGinty, Jr. (46)

 

Year of Election or Appointment: 2008

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

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

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

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (61)

 

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

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

Adrien E. Deberghes (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes 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).

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

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

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

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

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

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

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

International Equity Central Fund

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

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

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

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

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

Annual Report

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

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

Annual Report

Item 2. Code of Ethics

As of the end of the period, September 30, 2008, Fidelity 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 Consumer Discretionary Central Fund, Fidelity Consumer Staples Central Fund, Fidelity Energy Central Fund, Fidelity Financials Central Fund, Fidelity Floating Rate Central Fund, Fidelity Health Care Central Fund, Fidelity High Income Central Fund 1, Fidelity Industrials Central Fund, Fidelity Information Technology Central Fund, Fidelity Materials Central Fund, Fidelity Telecom Services Central Fund, and Fidelity Utilities Central Fund (the "Funds"):

Services Billed by Deloitte Entities

September 30, 2008 Fees A

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Consumer Discretionary Central Fund

$43,000

$-

$8,100

$-

Fidelity Consumer Staples Central Fund

$43,000

$-

$8,100

$-

Fidelity Energy Central Fund

$43,000

$-

$8,100

$-

Fidelity Financials Central Fund

$43,000

$-

$8,100

$-

Fidelity Floating Rate Central Fund

$135,000

$-

$8,500

$-

Fidelity Health Care Central Fund

$43,000

$-

$8,100

$-

Fidelity High Income Central Fund 1

$49,000

$-

$8,500

$-

Fidelity Industrials Central Fund

$44,000

$-

$8,100

$-

Fidelity Information Technology Central Fund

$43,000

$-

$8,100

$-

Fidelity Materials Central Fund

$42,000

$-

$8,100

$-

Fidelity Telecom Services Central Fund

$42,000

$-

$8,100

$-

Fidelity Utilities Central Fund

$41,000

$-

$8,100

$-

September 30, 2007 Fees A

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Consumer Discretionary Central Fund

$39,000

$-

$5,200

$-

Fidelity Consumer Staples Central Fund

$39,000

$-

$5,200

$-

Fidelity Energy Central Fund

$39,000

$-

$5,200

$-

Fidelity Financials Central Fund

$40,000

$-

$5,200

$-

Fidelity Floating Rate Central Fund

$131,000

$-

$5,200

$-

Fidelity Health Care Central Fund

$40,000

$-

$5,200

$-

Fidelity High Income Central Fund 1

$49,000

$-

$5,200

$-

Fidelity Industrials Central Fund

$41,000

$-

$5,200

$-

Fidelity Information Technology Central Fund

$40,000

$-

$5,200

$-

Fidelity Materials Central Fund

$39,000

$-

$5,200

$-

Fidelity Telecom Services Central Fund

$39,000

$-

$5,200

$-

Fidelity Utilities Central Fund

$39,000

$-

$5,200

$-

A Amounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity International Equity Central Fund (the "Fund"):

Services Billed by PwC

September 30, 2008 Fees A, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity International Equity Central Fund

$41,000

$-

$14,200

$1,000

September 30, 2007 Fees A, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity International Equity Central Fund

$-

$-

$-

$-

A Amounts may reflect rounding.

B Fidelity International Equity Central Fund commenced operations on December 10, 2007.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

September 30, 2008 A

September 30, 2007 A

Audit-Related Fees

$410,000

$ -

Tax Fees

$ -

$ -

All Other Fees

$ -

$ - B

A Amounts may reflect rounding.

B Reflects current period presentation.

Services Billed by PwC

 

September 30, 2008 A,B

September 30, 2007 A,B

Audit-Related Fees

$1,815,000

$ -

Tax Fees

$ -

$ -

All Other Fees

$185,000

$275,000

A Amounts may reflect rounding.

B May include amounts billed prior to the funds' commencement of operations.

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

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

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

Assurance services must be performed by an independent public accountant.

* * *

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

Billed By

September 30, 2008 A

September 30, 2007 A

PwC

$2,715,000 B

$1,850,000 B

Deloitte Entities

$980,000

$650,000

A Amounts may reflect rounding.

B May include amounts billed prior to the funds' commencement of operations.

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

Audit Committee Pre-Approval Policies and Procedures

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

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

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

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

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

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

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

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Central Investment Portfolios LLC

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 5, 2008

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

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 5, 2008

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 5, 2008

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