Fidelity Commonwealth Trust Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • January 27th, 2020 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Commonwealth Trust, a Massachusetts business 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 Nasdaq Composite Index Tracking Stock, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY STRATEGIC REAL RETURN FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 27th, 2006 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 21st day of July, 2005, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Strategic Real Return Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
Sub-Advisory Agreement • December 30th, 2008 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 17th day of July, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 29th, 2001 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 1st day of January, 2001, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY NASDAQ COMPOSITE INDEX TRACKING STOCK and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • January 27th, 2020 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Nasdaq Composite Index Tracking Stock (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 26th, 2007 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 1st day of May, 2006, between Fidelity Commonwealth Trust, a Massachusetts business 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 Real Return Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY LARGE CAP STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Large Cap Stock Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SERIES 100 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 5th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED this 1st day of October, 2013, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Series 100 Index Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 28th, 2007 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 15th day of March, 2007, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY NASDAQ COMPOSITE INDEX ETF
Sub-Advisory Agreement • January 25th, 2022 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2021, among Fidelity Commonwealth Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity Nasdaq Composite Index ETF, a series portfolio of the Trust (the “Fund”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

Exhibit 5(e) MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SMALL CAP STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 19th day of February 1998, by and between Fidelity Commonwealth Trust, a Massachusetts...
Management Contract • April 2nd, 1998 • Fidelity Commonwealth Trust

Exhibit 5(e) MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SMALL CAP STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 19th day of February 1998, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Small Cap Stock Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below. 1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Comp

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY 100 INDEX FUND
Sub-Advisory Agreement • March 25th, 2009 • Fidelity Commonwealth Trust • Massachusetts

This Agreement is entered into as of the 15th day of March, 2007, among Fidelity Commonwealth Trust, a Massachusetts business trust (the "Trust"), on behalf of Fidelity 100 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 ("Subadviser").

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 26th, 2007 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 1st day of May, 2006, between Fidelity Commonwealth Trust, a Massachusetts business 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 Small Cap Stock Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • June 29th, 2001 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 20th day of July, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 18th, 2000 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 20th day of July, 2000, between Fidelity Commonwealth Trust, a Massachusetts business 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 Small Cap Retirement Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

SELLING DEALER AGREEMENT
Selling Dealer Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

We at Fidelity Distributors Corporation invite you (______________________________) to distribute shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on the following terms:

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FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • June 16th, 2005 • Fidelity Commonwealth Trust • New York

AGREEMENT dated as of ________, among CHEMICAL BANK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), GREENWICH CAPITAL MARKETS, INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 hereto acting on behalf of itself or (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 13th day of November, 2013, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

CUSTODIAN AGREEMENT Dated as of: ____ __, 200_ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and MELLON BANK, NA
Custodian Agreement • June 16th, 2005 • Fidelity Commonwealth Trust

AGREEMENT made as of the __ day of _____, 200_ 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").

BANK AGENCY AGREEMENT
Bank Agency Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

We at Fidelity Distributors Corporation offer to make available to your customers shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and act as agent for the Portfolios. You (____________________________________) are a division or affiliate of a bank (____________________________________) and desire to make Portfolio shares available to your customers on the following terms:

FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Joint Trading Account Custody Agreement • June 16th, 2005 • Fidelity Commonwealth Trust

AGREEMENT dated as of ___________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 21st, 2009 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2005, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Spartan 500 Index Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 30th, 2008 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 27th, 2003 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this____ day of , 200 , between Fidelity Commonwealth Trust, a Massachusetts business 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 Nasdaq Composite Index Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

GENERAL RESEARCH SERVICES AGREEMENT
Services Agreement • June 29th, 2006 • Fidelity Commonwealth Trust • Massachusetts

This AGREEMENT is effective as of January 20, 2006, by and among Fidelity Management & Research Company ("FMR"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, FMR Co., Inc. ("FMR Co"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, Fidelity Investments Money Management Inc. ("FIMM"), a New Hampshire corporation with its principal offices at One Spartan Way, Merrimack, New Hampshire and Fidelity Research & Analysis Company ("FRAC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 30th, 2008 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SERIES SMALL CAP DISCOVERY FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 18th day of September, 2013, by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of Fidelity Series Small Cap Discovery 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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