0000205323-07-000015 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • June 28th, 2007 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 15th day of March, 2007, 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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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY 100 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 28th, 2007 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 15th day of March, 2007, 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.

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 28th, 2007 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 15th day of March, 2007, 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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