0001364923-18-000005 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 26th, 2018 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of the 1st day of April, 2017, among Fidelity Commonwealth Trust II, a Delaware statutory trust (the “Trust”), on behalf of Fidelity Small Cap 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 • April 26th, 2018 • 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 Small 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.

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