0000205323-07-000001 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • January 11th, 2007 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this ___ day of , 200 , 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 100 Index Fund, 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 MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY 100 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 11th, 2007 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this __ day of _______, 20__, 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 100 Index Fund (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 SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • January 11th, 2007 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this ___day of ______, 200_, 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").

Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY 100 INDEX FUND
Sub-Advisory Agreement • January 11th, 2007 • Fidelity Commonwealth Trust • Massachusetts

This Agreement is entered into as of the ___ day of _________, 200_, among Fidelity Commonwealth Trust, a Massachusetts business trust (the "Trust"), on behalf of Fidelity 100 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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