0001379491-20-000674 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC: FIDELITY INVESTMENT GRADE BOND CENTRAL FUND and
Management Contract • February 28th, 2020 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Central Investment Portfolios II 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 Investment Grade Bond Central Fund, a series of the Fund (hereinafter called the “Portfolio”), 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 MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC: FIDELITY INTERNATIONAL CREDIT CENTRAL FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • February 28th, 2020 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Central Investment Portfolios II 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 International Credit 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.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios II 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 Fidelity Management & Research (Japan) Limited (hereinafter called the “Sub-Advisor”).

AMENDED AND RESTATED
Sub-Advisory Agreement • February 28th, 2020 • Fidelity Central Investment Portfolios II 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").

AMENDED and RESTATED MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC: FIDELITY INFLATION-PROTECTED BOND INDEX CENTRAL FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • February 28th, 2020 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Central Investment Portfolios II 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 Inflation-Protected Bond Index Central Fund, a series of the Fund (hereinafter called the “Portfolio”), 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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