0001364923-08-000017 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 19th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

Agreement made this December 4, 2008, 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 Strategic Advisers Value 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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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY COMMONWEALTH TRUST II
Investment Sub-Advisory Agreement • December 19th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT, made this 4th day of December 2008, among Fidelity Commonwealth Trust II ("Trust"), a Delaware statutory trust, on behalf of Fidelity Strategic Advisers Value Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Pyramis Global Advisors, LLC ("Sub-Adviser"), a Delaware limited liability company.

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST II FIDELITY STRATEGIC ADVISERS VALUE FUND and STRATEGIC ADVISERS, INC.
Management Contract • December 19th, 2008 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT made December 4, 2008 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 Strategic Advisers Value 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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