0000880195-07-000358 Sample Contracts

SUB-ADVISORY AGREEMENT among STRATEGIC ADVISERS, INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF FIDELITY LARGE CAP VALUE ENHANCED INDEX FUND
Sub-Advisory Agreement • October 30th, 2007 • Fidelity Commonwealth Trust II • Massachusetts

This Agreement is entered into as of the 12th day of April, 2007, 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"), Strategic Advisers, Inc., a Massachusetts corporation ("Manager"), and Geode Capital Management, LLC, a Delaware limited liability company ("Sub-adviser").

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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.

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.

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