0001379491-17-000879 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY CAPITAL TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 17th, 2017 • Fidelity Capital Trust • Massachusetts

AGREEMENT made this [__ day of _____, ____], between Fidelity Capital 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 Flex Small Cap Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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FORM OF
Sub-Advisory Agreement • February 17th, 2017 • Fidelity Capital Trust • Massachusetts

AGREEMENT made this [__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”).

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 17th, 2017 • Fidelity Capital Trust • Massachusetts

AGREEMENT made this [__ day of ______ ____], by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and FMR Investment Management (UK) Limited (hereinafter called the “Sub-Advisor”).

FORM OF MANAGEMENT CONTRACT between FIDELITY CAPITAL TRUST: FIDELITY FLEX SMALL CAP FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 17th, 2017 • Fidelity Capital Trust • Massachusetts

AGREEMENT made this [__ day of ___, ____], by and between Fidelity Capital 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 Flex Small Cap Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

FORM OF Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of [______], between Fidelity Management & Research Company and FMR Management & Research (Hong Kong) Limited
Fidelity Capital Trust • February 17th, 2017

Name of Trust Name of Portfolio Type of Fund Effective Date Annual Sub-Advisory Fee Rate (bp) 0.5 x (individual fund fee rate + group fee rate)

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