0000894579-07-000110 Sample Contracts

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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FORM OF SUB-ADVISORY AGREEMENT among STRATEGIC ADVISERS, INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST II ON BEHALF OF FIDELITY LARGE CAP CORE ENHANCED INDEX FUND
Sub-Advisory Agreement • March 9th, 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 [Name of 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”).

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.

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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