0000205323-04-000004 Sample Contracts

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • January 29th, 2004 • 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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY NASDAQ COMPOSITE INDEX TRACKING STOCK
Sub-Advisory Agreement • January 29th, 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 Fidelity Nasdaq Composite Index Tracking Stock, 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 • January 29th, 2004 • 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.

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