0001379491-17-007013 Sample Contracts

FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT among FMR CO., INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF FIDELITY LARGE CAP GROWTH ENHANCED INDEX FUND
Sub-Advisory Agreement • October 27th, 2017 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this __ day of _____, among Fidelity Commonwealth Trust II, a Delaware statutory trust (the “Trust”), on behalf of Fidelity Large Cap Growth Enhanced Index Fund, a series portfolio of the Trust (the “Portfolio”), FMR Co., Inc., a Massachusetts corporation (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Sub-adviser”).

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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 Mid Cap 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.

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.

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.

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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