Fidelity Central Investment Portfolios II LLC Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Sub-Advisory Agreement • December 1st, 2008 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 29th 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 (Japan), Inc. (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 • August 1st, 2008 • Fidelity Central Investment Portfolios II 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 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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MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC FIDELITY INFLATION-PROTECTED BOND INDEX CENTRAL FUND and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Agreement • October 30th, 2012 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 19th day of January 2012, 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 Investments Money Management, Inc., a New Hampshire corporation (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.

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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”).

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AMENDED AND RESTATED MASTER INTERNATIONAL FIXED-INCOME RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Research Agreement • December 1st, 2008 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 1st day of August, 2007 by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at Contra Way, P.O. Box 9600, Merrimack, New Hampshire (hereinafter called the "U.S. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Advisor").

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AMENDED AND RESTATED FIXED-INCOME SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Fixed-Income Sub-Research Agreement • October 30th, 2008 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 1st 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 "Foreign Sub-Advisor").

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC (AMENDED AND RESTATED AS OF NOVEMBER 20, 2008)
Limited Liability Company Agreement • October 30th, 2017 • Fidelity Central Investment Portfolios II LLC • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Fidelity Central Investment Portfolios II LLC (the “Company”) is entered into and shall be effective as of November 20, 2008 by and among the Company, Fidelity Investments Money Management, Inc. (“FIMM”), a company organized under the laws of New Hampshire, as the initial shareholder of each Series of the Company listed on Schedule I hereto, and any other Persons who hereafter become Shareholders in the Company as provided herein.

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FORM OF CUSTODIAN AGREEMENT Dated as of Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and JPMORGAN CHASE BANK, N.A.
Custodian Agreement • June 29th, 2007 • Fidelity Central Investment Portfolios II LLC
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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 BANK OF NEW YORK
Custodian Agreement • June 29th, 2007 • Fidelity Central Investment Portfolios II LLC
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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
Sub-Advisory Agreement • June 1st, 2015 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of April 2015, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and FMR Investment Management (U.K.) Limited (hereinafter called the "Sub-Advisor").

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AMENDED AND RESTATED MASTER INTERNATIONAL RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Agreement • August 1st, 2008 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 1st day of August, 2007, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at Contra Way, P.O. Box 9600, Merrimack, New Hampshire (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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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").

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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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MANAGEMENT CONTRACT between FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC FIDELITY INTERNATIONAL CREDIT CENTRAL FUND and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Agreement • June 9th, 2017 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 19TH day of April, 2017, 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 Investments Money Management, Inc., a New Hampshire corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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FORM OF MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC FIDELITY 1-3 YEAR DURATION SECURITIZED BOND CENTRAL FUND and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Fidelity Central Investment Portfolios II LLC • June 29th, 2007 • Massachusetts

AGREEMENT made this day of 200 , 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 1-3 Year Duration Securitized Bond Central Fund, a series of the Fund (hereinafter called the "Portfolio"), and Fidelity Investments Money Management, Inc., a New Hampshire corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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Schedule A Limited Liability Companies and Portfolios Covered by the Sub- Advisory Agreement, dated as of December 1, 2014, between Fidelity Investments Money Management, Inc. and Fidelity Management & Research (Japan) Limited
Limited Liability • November 29th, 2017 • Fidelity Central Investment Portfolios II LLC
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Trusts and Portfolios Covered by the Master International Fixed-Income Research Agreement, dated as of October 1, 2003 between Fidelity International Investment Advisors and Fidelity Investments Money Management, Inc.
Fidelity Central Investment Portfolios II LLC • October 30th, 2008
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Schedule A Limited Liability Companies and Portfolios Covered by the Sub- Advisory Agreement, dated as of September 9, 2008, between Fidelity Investments Money Management, Inc. and Fidelity Management & Research (Hong Kong) Limited
Limited Liability • November 29th, 2017 • Fidelity Central Investment Portfolios II LLC
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Schedule A Limited Liability Companies and Portfolios Covered by the Sub- Advisory Agreement, dated as of April 1, 2015, between Fidelity Investments Money Management, Inc. and FMR Investment Management (U.K.) Limited
Limited Liability • November 29th, 2017 • Fidelity Central Investment Portfolios II LLC
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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 9th, 2017 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 19th day of April, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ‘‘Sub-Adviser”) and Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 245 Summer Street, Boston, Massachusetts, (hereinafter called the ‘‘Adviser”).

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