0000205323-14-000075 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY LARGE CAP STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Large Cap Stock 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 FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 13th day of November, 2013, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SERIES SMALL CAP DISCOVERY FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 27th, 2014 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 18th day of September, 2013, 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 "Trust"), on behalf of Fidelity Series Small Cap Discovery Fund (hereinafter called the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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