0000205323-03-000018 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 5th, 2003 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 17th day of July, 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").

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FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 5th, 2003 • Fidelity Commonwealth Trust • New York

This Authorized Participant Agreement (the "Agreement") is entered into by and between Fidelity Distributors Corporation (the "Distributor") and __________________ (the "Participant"), and is subject to acceptance by JP Morgan Chase Bank as index receipt agent (the "Index Receipt Agent") for Fidelity Nasdaq Composite Index Tracking Stock (the "Fund"), a series of Fidelity Commonwealth Trust ("the Trust", a Massachusetts business trust).

SHEARMAN & STERLING LLP
Fidelity Commonwealth Trust • September 5th, 2003
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