0001364923-07-000006 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • October 2nd, 2007 • Fidelity Commonwealth Trust II • Massachusetts

Agreement made this 12th day of April, 2007, 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 Large Cap Growth Enhanced Index 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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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY LARGE CAP VALUE ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Management Contract • October 2nd, 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 Value 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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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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FORM OF SUB-ADVISORY AGREEMENT among STRATEGIC ADVISERS, INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF FIDELITY SMALL CAP ENHANCED INDEX FUND
Sub-Advisory Agreement • October 2nd, 2007 • Fidelity Commonwealth Trust II • Massachusetts

This Agreement is entered into as of the ___ day of _________, 200_, 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"), Strategic Advisers, Inc., a Massachusetts corporation ("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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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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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY LARGE CAP CORE ENHANCED INDEX FUND and STRATEGIC ADVISERS, INC.
Management Contract • October 2nd, 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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