0001141980-05-000109 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC FIDELITY TACTICAL INCOME CENTRAL INVESTMENT PORTFOLIO and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Management Contract • May 31st, 2005 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 16th day of September 2004, 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 Tactical Income Central Investment Portfolio, 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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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC ON BEHALF OF FIDELITY HIGH INCOME CENTRAL INVESTMENT PORTFOLIO 1
Sub-Advisory Agreement • May 31st, 2005 • Fidelity Central Investment Portfolios LLC • Massachusetts

AGREEMENT made this 16th day of September, 2004, by and between FMR Co., Inc., a Massachusetts corporation (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (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 High Income Central Investment Portfolio 1, a series of the Fund (hereinafter called the "Portfolio").

LIMITED LIABILITY COMPANY AGREEMENT OF FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC
Limited Liability Company Agreement • May 31st, 2005 • Fidelity Central Investment Portfolios LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Fidelity Central Investment Portfolios LLC (the "Company") is entered into and shall be effective as of September 16, 2004 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.

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