Fidelity Central Investment Portfolios LLC Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited
Sub-Advisory Agreement • April 29th, 2009 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 9th day of September, 2008, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Advisor").

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SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • September 23rd, 2011 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 17th day of September, 2008, by and between Fidelity International Investment Advisors (U.K.) Limited, 25 Cannon Street, London, England, EC4M5TA, (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda, (hereinafter called the "Sub-Advisor").

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • September 23rd, 2011 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 17th day of September, 2008, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda, (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama Trust Tower, 4-3-1, Toranomon, Minato-Ku, Tokyo, Japan 105-6019, (hereinafter called the "Japan Sub-Advisor").

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Form of CUSTODIAN AGREEMENT Dated as of: _____________ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Chase Manhattan Bank
Custodian Agreement • September 15th, 2006 • Fidelity Central Investment Portfolios LLC

AGREEMENT made as of the ___ day of _________ between each of the Investment Companies Listed on Appendix "A" hereto, as the same may be amended from time to time, (each a "Fund" and collectively the "Funds") and The Chase Manhattan Bank, N.A. (the "Custodian").

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MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC FIDELITY HIGH INCOME CENTRAL INVESTMENT PORTFOLIO 1 and FMR CO., INC.
Management Contract • November 29th, 2013 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 16th day of September 2004, by and between Fidelity Central Investment Portfolios LLC, a Delaware Limited Liability Company which may issue one or more series of limited liability company interests (hereinafter called the "Fund"), on behalf of Fidelity High Income Central Investment Portfolio 1, a series of the Fund (hereinafter called the "Portfolio"), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY RESEARCH & ANALYSIS COMPANY and FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC ON BEHALF OF FIDELITY INTERNATIONAL EQUITY CENTRAL FUND
Sub-Advisory Agreement • May 30th, 2008 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 15th day of November, 2007, by and between FMR Co., Inc., a Massachusetts corporation (hereinafter called the "Advisor"); Fidelity Research & Analysis Company ("FRAC") (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Fund") on behalf of Fidelity International Equity Central Fund, a series of the Fund (hereinafter called the "Portfolio").

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (Japan) LIMITED
Sub-Advisory Agreement • October 1st, 2015 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of December, 2014, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan) Limited. (hereinafter called the "Sub-Advisor").

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AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 1st, 2008 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 1st day of August 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

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AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 1st, 2008 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 1st day of August 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Across Shinkawa Bldg. 8-8, Shinkawa 1-chome, Chuo-ku, Tokyo 104-0033, Japan (hereinafter called the "Japan Sub-Advisor").

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC FIDELITY SPECIALIZED HIGH INCOME CENTRAL FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • August 29th, 2024 • Fidelity Central Investment Portfolios LLC

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Central Investment Portfolios LLC, a Delaware Limited Liability Company which may issue one or more series of limited liability company interests (hereinafter called the “Company”), on behalf of Fidelity Specialized High Income Central Fund, a series of the Company (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and FIL INVESTMENT ADVISORS
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January 2020, by and between FIL Investment Advisors (UK) Limited (hereinafter called the "UK Sub-Advisor") and FIL Investment Advisors, (hereinafter called the "Sub-Advisor").

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • September 16th, 2005 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 16th day of September 2004, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

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FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FMR CO., INC. and FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC ON BEHALF OF FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND
Sub-Advisory Agreement • September 24th, 2008 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this __ day of _____, 200_ by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Company") on behalf of Fidelity Emerging Markets Equity Central Fund (hereinafter called the "Portfolio").

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FMR INVESTMENT MANAGEMENT (UK) LIMITED
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January 2020, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and FMR Investment Management (UK) Limited (hereinafter called the “Sub-Advisor”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC (AMENDED AND RESTATED AS OF NOVEMBER 19, 2008)
Limited Liability Company Agreement • October 30th, 2009 • Fidelity Central Investment Portfolios LLC • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Fidelity Central Investment Portfolios LLC (the "Company") is entered into and shall be effective as of November 19, 2008 by and among the Company, Fidelity Management & Research Company, Inc. ("FMRC"), a company organized under the laws of Massachusetts, as the initial shareholder of High Income Central Investment Portfolio 1 and High Income Central Investment Portfolio 2, Fidelity Investments Money Management, Inc. ("FIMM"), a company organized under the laws of New Hampshire, as the initial shareholder of Tactical Income Central Investment Portfolio and Targeted Income Central Investment Portfolio, and any other Persons who hereafter become Shareholders in the Company as provided herein.

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Form of SUB-ADVISORY AGREEMENT between FIDELITY GESTION and FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
Sub-Advisory Agreement • December 3rd, 2004 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this _ day of ____________, by and between Fidelity Gestion with registered office at Washington Plaza - 29 rue de Berri - 75008 Paris - France (hereinafter called the "French Sub-Advisor") and Fidelity International Investment Advisors (U.K) Limited, with principal offices at 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor").

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MASTER INTERNATIONAL RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FMR CO., Inc.
Master International Research Agreement • September 16th, 2005 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 16 day of September 2004, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

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SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FMR CO., INC. and FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC ON BEHALF OF FIDELITY INTERNATIONAL EQUITY CENTRAL FUND
Sub-Advisory Agreement • September 23rd, 2011 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 15th day of November, 2007 by and between FMR Co., Inc., a Massachusetts corporation (hereinafter called the "Advisor"); Fidelity International Investment Advisors (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Fund") on behalf of Fidelity International Equity Central Fund, a series of the Fund (hereinafter called the "Portfolio").

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FMR INVESTMENT MANAGEMENT (UK) LIMITED
Sub-Advisory Agreement • August 29th, 2024 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and FMR Investment Management (UK) Limited (hereinafter called the “Sub-Advisor”).

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AMENDED AND RESTATED MASTER INTERNATIONAL RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FMR CO., Inc.
Master International Research Agreement • December 1st, 2008 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 1st day of August, 2007, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

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Trusts and Portfolios Covered by the Sub-Research Agreement, dated as of July 1, 2003, between Fidelity Management & Research Company and Fidelity International Investment Advisors
Sub-Research Agreement • March 20th, 2008 • Fidelity Central Investment Portfolios LLC
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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENTS (JAPAN) LIMITED and
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020 , by and between FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM19, Bermuda (hereinafter called the “Sub–Advisor”), and FIL Investments (Japan) Limited, a Japanese company with principal offices at Tri-Seven Roppongi, 7-7-7 Roppongi, Minato-ku, Tokyo, Japan 106-0032, Japan (hereinafter called the “Japan Sub–Advisor”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 29th, 2024 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"); FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Fund") on behalf of Fidelity Emerging Markets Equity Central Fund, a series of the Fund (hereinafter called the "Portfolio").

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Form of Schedule A Funds and Portfolios covered by Sub-Advisory Agreement between Fidelity Management & Research (Far East), Inc. (currently Fidelity Research & Analysis Company) and Fidelity Investments Japan Limited dated as of ___________
Sub-Advisory Agreement • December 6th, 2007 • Fidelity Central Investment Portfolios LLC
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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"); FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Fund") on behalf of Fidelity Emerging Markets Equity Central Fund, a series of the Fund (hereinafter called the "Portfolio").

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Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of September 9, 2008, between FMR Co., Inc. and Fidelity Management & Research (Hong Kong) Limited
Sub-Advisory Agreement • October 30th, 2019 • Fidelity Central Investment Portfolios LLC
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Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of April 1, 2015, between FMR Co., Inc. and FMR Investment Management (U.K.) Limited
Sub-Advisory Agreement • October 30th, 2019 • Fidelity Central Investment Portfolios LLC
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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC FIDELITY HIGH INCOME CENTRAL FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • August 29th, 2024 • Fidelity Central Investment Portfolios LLC

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Central Investment Portfolios LLC, a Delaware Limited Liability Company which may issue one or more series of limited liability company interests (hereinafter called the “Company”), on behalf of Fidelity High Income Central Fund, a series of the Company (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

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Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of December 1, 2014, between FMR Co., Inc. and Fidelity Management & Research (Japan) Limited
Sub-Advisory Agreement • October 30th, 2019 • Fidelity Central Investment Portfolios LLC
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Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of April 1, 2015, between FMR Co., Inc. and FMR Investment Management (U.K.) Limited
Sub-Advisory Agreement • October 1st, 2015 • Fidelity Central Investment Portfolios LLC
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Form of
Sub-Advisory Agreement • September 24th, 2008 • Fidelity Central Investment Portfolios LLC
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SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FMR CO., INC. and FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC ON BEHALF OF FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND
Sub-Advisory Agreement • May 29th, 2009 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 17th day of September, 2008, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda, (hereinafter called the "Sub-Advisor"); and Fidelity Central Investment Portfolios LLC, a Delaware limited liability company which may issue one or more series of limited liability company interests (hereinafter called the "Fund") on behalf of Fidelity Emerging Markets Equity Central Fund, a series of the Fund (hereinafter called the "Portfolio").

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Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of April 1, 2015, between FMR Co., Inc. and FMR Investment Management (U.K.) Limited
Sub-Advisory Agreement • October 1st, 2015 • Fidelity Central Investment Portfolios LLC
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Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of July 17, 2008, between FMR Co., Inc. and Fidelity Management & Research (U.K.), Inc.
Sub-Advisory Agreement • September 24th, 2008 • Fidelity Central Investment Portfolios LLC
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Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of September 9, 2008, between FMR Co., Inc. and Fidelity Management & Research (Hong Kong) Limited
Sub-Advisory Agreement • October 30th, 2008 • Fidelity Central Investment Portfolios LLC
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