0001401097-24-000060 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC: FIDELITY INVESTMENT GRADE BOND CENTRAL FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • November 29th, 2024 • Fidelity Central Investment Portfolios II LLC

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, 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 SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FMR INVESTMENT MANAGEMENT (UK) LIMITED
Sub-Advisory Agreement • November 29th, 2024 • Fidelity Central Investment Portfolios II 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").

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 • November 29th, 2024 • Fidelity Central Investment Portfolios II LLC

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, 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.

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