0000081205-07-000022 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC FIDELITY CORPORATE BOND 1-5 YEAR CENTRAL FUND and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Management Contract • October 31st, 2007 • Fidelity Central Investment Portfolios II LLC • Massachusetts

AGREEMENT made this 29th day of June, 2007, 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 Corporate Bond 1-5 Year 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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LIMITED LIABILITY COMPANY AGREEMENT OF FIDELITY CENTRAL INVESTMENT PORTFOLIOS II LLC
Limited Liability Company Agreement • October 31st, 2007 • Fidelity Central Investment Portfolios II LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Fidelity Central Investment Portfolios II LLC (the "Company") is entered into and shall be effective as of March 2, 2007 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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