0001379491-17-005522 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

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.

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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

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.

FORM OF
Sub-Advisory Agreement • August 16th, 2017 • Fidelity Master Portfolios LLC • 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”).

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