0000356173-05-000049 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY STRATEGIC REAL RETURN FUND
Sub-Advisory Agreement • November 29th, 2005 • Fidelity Commonwealth Trust • Massachusetts

This Agreement is entered into as of the 21st day of July, 2005, among Fidelity Commonwealth Trust, a Massachusetts business trust (the "Trust"), on behalf of Strategic Real Return 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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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 29th, 2005 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 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 Spartan 500 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.

between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND: Fidelity Advantage Class and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • November 29th, 2005

This 7 Basis Point Expense Contract, dated as of October 1, 2005 (the "Agreement"), is made and entered into by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Spartan 500 Index Fund (the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Manager").

between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND: Investor Class and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • November 29th, 2005

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2005, this 10 Basis Point Expense Contract (the "Agreement"), is made and entered into by and between Fidelity Commonwealth Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Spartan 500 Index Fund (the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Manager").

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