0001364923-08-000003 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 30th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

Agreement made this 11th day of December, 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 International 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 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.

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

This 62 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 International Enhanced Index Fund (the "Fund"), and Strategic Advisers, Inc., a Massachusetts corporation (the "Manager").

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").

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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