0000880195-09-000095 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • May 29th, 2009 • 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 • May 29th, 2009 • 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").

MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND and FMR CO., INC.
Management Contract • May 29th, 2009 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 17th day of September, 2008, 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 Emerging Markets Equity Central Fund, 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.

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 • May 29th, 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.

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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