0000205323-04-000002 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF SPARTAN 500 INDEX FUND
Sub-Advisory Agreement • January 28th, 2004 • Fidelity Commonwealth Trust • Massachusetts

This Agreement is entered into as of the 4th day of August, 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").

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FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • January 28th, 2004 • 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).

AGENCY SERVICES AGREEMENT
Agency Services Agreement • January 28th, 2004 • Fidelity Commonwealth Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the 24th day of September, 2003 by and between Fidelity Commonwealth Trust, a Massachusetts business trust and registered investment company under the Investment Company Act of 1940, as amended, with offices at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trust") and JPMorgan Chase Bank, a New York banking corporation with its principal place of business at 270 Park Avenue, New York, New York 10017 ("Bank").

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