Fidelity Commonwealth Trust II Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • April 24th, 2020 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Commonwealth Trust II, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Fidelity Large Cap Core Enhanced Index Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II:
Management Contract • April 26th, 2022 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2022, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Small Cap Enhanced Index Fund (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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GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 19th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

Agreement made this December 4, 2008, between Fidelity Commonwealth Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Strategic Advisers Value Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC AND FIDELITY COMMONWEALTH TRUST II
Investment Sub-Advisory Agreement • July 30th, 2010 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT, made this 3rd day of December, 2009 among Fidelity Commonwealth Trust II ("Trust"), a Delaware statutory trust, on behalf of Fidelity Strategic Advisers Value Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Brandywine Global Investment Management, LLC ("Sub-Adviser"), a Delaware Limited Liability Company.

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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY INTERNATIONAL ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 30th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made this 11th day of December, 2007, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity International Enhanced Index Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 9th, 2007 • Fidelity Commonwealth Trust II • Massachusetts

Agreement made this ___ day of , 200 , between Fidelity Commonwealth Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of [Name of Fund], a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts (“Distributors”).

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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF
Sub-Advisory Agreement • April 24th, 2020 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Fidelity Commonwealth Trust II, a Delaware statutory trust (the “Trust”), on behalf of Fidelity Large Cap Value Enhanced Index Fund, a series portfolio of the Trust (the “Portfolio”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

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CUSTODIAN AGREEMENT Dated as of April 12, 2007 Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and Mellon Bank, N.A.
Custodian Agreement • October 2nd, 2007 • Fidelity Commonwealth Trust II
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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF
Sub-Advisory Agreement • April 24th, 2020 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Fidelity Commonwealth Trust II, a Delaware statutory trust (the “Trust”), on behalf of Fidelity Small Cap Enhanced Index Fund, a series portfolio of the Trust (the “Portfolio”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Sub-adviser”).

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FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY MID CAP ENHANCED INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust II • October 2nd, 2007 • Massachusetts

AGREEMENT made this __ day of ______, 200_, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Mid Cap Enhanced Index Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II: FIDELITY LARGE CAP CORE ENHANCED INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • April 24th, 2020 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Large Cap Core Enhanced Index Fund (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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FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II Fidelity Large Cap Growth Enhanced Index Fund and STRATEGIC ADVISERS, INC.
Fidelity Commonwealth Trust II • March 9th, 2007 • Massachusetts

AGREEMENT made this __ day of ______, 20__, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of [Name of Fund] (hereinafter called the “Portfolio”), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the “Adviser”), as set forth in its entirety below.

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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY STRATEGIC ADVISERS VALUE FUND and STRATEGIC ADVISERS, INC.
Management Contract • July 30th, 2009 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made December 4, 2008 by and between Fidelity Commonwealth Trust II, a Delaware statutory trust, which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Strategic Advisers Value Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY MID CAP ENHANCED INDEX FUND and FMR CO., INC.
Management Contract • April 28th, 2016 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2015, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Mid Cap Enhanced Index Fund (hereinafter called the “Portfolio”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY SMALL CAP ENHANCED INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Agreement • October 2nd, 2007 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made this __ day of ______, 200_, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Small Cap Enhanced Index Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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Contract
Fidelity Commonwealth Trust II • April 26th, 2012

This 45 Basis Point Expense Contract, dated as of 12th day of April, 2007 (the "Agreement"), is made and entered into by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Fidelity Large Cap Core Enhanced Index Fund (the "Fund"), and Strategic Advisers, Inc., a Massachusetts corporation (the "Manager").

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FORM OF CUSTODIAN AGREEMENT Dated as of Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and STATE STREET BANK AND TRUST COMPANY
Custodian Agreement • December 19th, 2008 • Fidelity Commonwealth Trust II
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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY LARGE CAP CORE ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Management Contract • October 30th, 2007 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made this 12th day of April, 2007, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Large Cap Core Enhanced Index Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser"), as set forth in its entirety below.

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AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • October 27th, 2017 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of April, 2017, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Large Cap Core Enhanced Index Fund (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • October 27th, 2017 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of April, 2017, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Large Cap Growth Enhanced Index Fund (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II: FIDELITY INTERNATIONAL ENHANCED INDEX FUND and FMR CO., INC.
Management Contract • October 27th, 2017 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of April, 2017, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity International Enhanced Index Fund (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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between FIDELITY COMMONWEALTH TRUST II FIDELITY MID CAP ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Expense Contract • April 30th, 2008 • Fidelity Commonwealth Trust II

This 60 Basis Point Expense Contract, dated as of December 11, 2007 (the "Agreement"), is made and entered into by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Fidelity Mid Cap Enhanced Index Fund (the "Fund"), and Strategic Advisers, Inc., a Massachusetts corporation (the "Manager").

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FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II Fidelity Large Cap Value Enhanced Index Fund and STRATEGIC ADVISERS, INC.
Fidelity Commonwealth Trust II • March 9th, 2007 • Massachusetts

AGREEMENT made this __ day of ______, 20__, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of [Name of Fund] (hereinafter called the “Portfolio”), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the “Adviser”), as set forth in its entirety below.

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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY LARGE CAP GROWTH ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Management Contract • October 30th, 2007 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made this 12th day of April, 2007, by and between Fidelity Commonwealth Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Large Cap Growth Enhanced Index Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser"), as set forth in its entirety below.

Sample 1
CUSTODIAN AGREEMENT Dated as of April 12, 2007 Between Each of the Investment Companies Listed on Appendix “A” Attached Hereto and Mellon Bank, N.A.
Custodian Agreement • April 30th, 2008 • Fidelity Commonwealth Trust II

AGREEMENT made as of the 12th day of April, 2007 between each of the Investment Companies Listed on Appendix “A” hereto, as the same may be amended from time to time, (each a “Fund” and collectively the “Funds”) and Mellon Bank, N.A. (the “Custodian”).

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CUSTODIAN AGREEMENT Dated as of [________], 2007 Between Each of the Investment Companies Listed on Appendix “A” Attached Hereto and Mellon Bank, N.A.
Custodian Agreement • March 9th, 2007 • Fidelity Commonwealth Trust II

AGREEMENT made as of the [__] day of [________], 2007 between each of the Investment Companies Listed on Appendix “A” hereto, as the same may be amended from time to time, (each a “Fund” and collectively the “Funds”) and Mellon Bank, N.A. (the “Custodian”).

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