0000205323-01-500005 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY SMALL CAP RETIREMENT FUND
Sub-Advisory Agreement • June 26th, 2001 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 20th day of July, 2000, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and 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 Small Cap Retirement Fund (hereinafter called the "Portfolio").

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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 26th, 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").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • June 26th, 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").

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