0000704207-13-000141 Sample Contracts

SELLING DEALER AGREEMENT
Selling Dealer Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

We at Fidelity Distributors Corporation invite you (______________________________) to distribute shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on the following terms:

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FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this __th day of ______, ____, 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").

BANK AGENCY AGREEMENT
Bank Agency Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

We at Fidelity Distributors Corporation offer to make available to your customers shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and act as agent for the Portfolios. You (____________________________________) are a division or affiliate of a bank (____________________________________) and desire to make Portfolio shares available to your customers on the following terms:

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • November 25th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this __th day of _______, ____, 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 Event Driven Opportunities Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island ("Distributors").

FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY EVENT DRIVEN OPPORTUNITIES FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • November 25th, 2013 • Massachusetts

AGREEMENT made this __th day of ______, ___, 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 Event Driven Opportunities 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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