0001379491-19-004679 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • October 28th, 2019 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2019, 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 International Enhanced Index Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 28th, 2019 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2019, among Fidelity Commonwealth Trust II, a Delaware statutory trust (the “Trust”), on behalf of Fidelity Mid Cap Enhanced Index Fund, a series portfolio of the Trust (the “Portfolio”), Fidelity Management & Research Company, a Massachusetts corporation (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Sub-adviser”).

AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • October 28th, 2019 • Fidelity Commonwealth Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2019, 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 Large Cap Core Enhanced Index Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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