Fidelity Master Portfolios LLC Sample Contracts

FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF FIDELITY MASTER PORTFOLIOS LLC

Limited Liability Company Agreement • August 16th, 2017 • Fidelity Master Portfolios LLC • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  August 16th, 2017
• Company
  Fidelity Master Portfolios LLC
• Jurisdiction
  Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FIDELITY MASTER PORTFOLIOS LLC (the “Company”) is entered into and shall be effective as of [________] by and among the Company, FMR Co., Inc. (“FMRC”), a company organized under the laws of Massachusetts, and any other Persons who hereafter become Shareholders in the Company as provided herein.

FORM OF

Sub-Advisory Agreement • August 16th, 2017 • Fidelity Master Portfolios LLC • Massachusetts

• Contract Type
  Sub-Advisory Agreement
• Filed
  August 16th, 2017
• Company
  Fidelity Master Portfolios LLC
• Jurisdiction
  Massachusetts

AGREEMENT made this __ day of ____, ____, among Fidelity Master Portfolios LLC, a Delaware Limited Liability Company which may issue one or more series of limited liability company interests (the “Company”), on behalf of Fidelity International Enhanced Index Master Portfolio, a series of the Company (the “Fund”), FMR Co., Inc., a Massachusetts corporation (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

MANAGEMENT CONTRACT between FIDELITY MASTER PORTFOLIOS LLC: FIDELITY MID CAP ENHANCED INDEX MASTER PORTFOLIO and FMR CO., INC.

Management Contract • August 16th, 2017 • Fidelity Master Portfolios LLC • Massachusetts

• Contract Type
  Management Contract
• Filed
  August 16th, 2017
• Company
  Fidelity Master Portfolios LLC
• Jurisdiction
  Massachusetts

AGREEMENT made this __ day of ____, ____, by and between Fidelity Master 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 Mid Cap Enhanced Index Master Portfolio, a series of the Company (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

MANAGEMENT CONTRACT between FIDELITY MASTER PORTFOLIOS LLC: FIDELITY LARGE CAP VALUE ENHANCED INDEX MASTER PORTFOLIO and FMR CO., INC.

Agreement • August 16th, 2017 • Fidelity Master Portfolios LLC • Massachusetts

• Contract Type
  Agreement
• Filed
  August 16th, 2017
• Company
  Fidelity Master Portfolios LLC
• Jurisdiction
  Massachusetts

AGREEMENT made this __ day of ____, ____, by and between Fidelity Master 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 Large Cap Value Enhanced Index Master Portfolio, a series of the Company (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.