0000205323-03-000014 Sample Contracts

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • August 11th, 2003 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 17th day of July, 2003, 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").

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FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • August 11th, 2003 • Fidelity Commonwealth Trust • New York

AGREEMENT dated as of _____________, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company 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").

FORM OF CUSTODIAN AGREEMENT Dated as of: ___________ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Chase Manhattan Bank
Custodian Agreement • August 11th, 2003 • 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 The Chase Manhattan Bank, N.A. (the "Custodian").

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF SPARTAN 500 INDEX FUND
Fidelity Commonwealth Trust • August 11th, 2003 • Massachusetts

This Agreement is entered into as of the ___ day of _____, 2003, 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 Geode Capital Management, LLC, a Delaware limited liability company ("Subadviser").

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY NASDAQ COMPOSITE INDEX TRACKING STOCK and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 11th, 2003 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 17th day of July 2003, 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 Nasdaq Composite Index Tracking Stock (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • August 11th, 2003 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this ___ day of ____, 2003, 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 Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS
Custody Agreement • August 11th, 2003 • 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").

FORM OF FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Fidelity Commonwealth Trust • August 11th, 2003

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of ________, by and between THE BANK OF NEW YORK ("Custodian") and each of the entities listed on SchedulesA-1, A-2, A-3 and A-4 hereto 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 SchedulesA-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").

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