0000205323-05-000033 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY STRATEGIC REAL RETURN FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • September 26th, 2005 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 21st day of July, 2005, 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 Strategic Real Return 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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and COMMONWEALTH TRUST ON BEHALF OF FIDELITY STRATEGIC REAL RETURN FUND
Sub-Advisory Agreement • September 26th, 2005 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 21st day of July, 2005, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Strategic Real Return Fund (hereinafter called the "Portfolio").

GENERAL DISTRIBUTION AGREEMENT between COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 26th, 2005 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 21st day of July, 2005, 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 Strategic Real Return Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • September 26th, 2005 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 21st day of July, 2005, 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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