0001141980-06-000117 Sample Contracts

GENERAL RESEARCH SERVICES AGREEMENT
General Research • June 29th, 2006 • Fidelity Commonwealth Trust • Massachusetts

This AGREEMENT is effective as of January 20, 2006, by and among Fidelity Management & Research Company ("FMR"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, FMR Co., Inc. ("FMR Co"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, Fidelity Investments Money Management Inc. ("FIMM"), a New Hampshire corporation with its principal offices at One Spartan Way, Merrimack, New Hampshire and Fidelity Research & Analysis Company ("FRAC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

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MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 29th, 2006 • 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 • June 29th, 2006

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 • June 29th, 2006

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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