0000205323-01-500012 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SMALL CAP STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 28th, 2001 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of November 1999, 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.

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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 28th, 2001 • Fidelity Commonwealth Trust • Massachusetts

This Agreement is entered into as of the 1st day of May, 2001, among Fidelity Commonwealth Trust, a Massachusetts business trust (the "Trust"), on behalf of Spartan 500 Index Fund, a series portfolio of the Trust (the "Portfolio"), Fidelity Management & Research Company, a Massachusetts corporation ("Manager"), and Deutsche Asset Management, Incorporated, a Delaware corporation ("Subadviser").

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