0000205323-05-000020 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 28th, 2005 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 19th day of May, 2005, 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 Spartan 500 Index Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 28th, 2005 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 19th day of May, 2005, 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 Small Cap Stock Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 28th, 2005 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this 19th day of May, 2005, 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 Small Cap Retirement Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • July 28th, 2005 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this __ day of ______ , 20__, 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.

FORM OF 7 BASIS POINT EXPENSE CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND: FIDELITY ADVANTAGE CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • July 28th, 2005

This 7 Basis Point Expense Contract, dated as of _______, 20__ (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").

FORM OF 10 BASIS POINT EXPENSE CONTRACT between FIDELITY COMMONWEALTH TRUST SPARTAN 500 INDEX FUND: INVESTOR CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • July 28th, 2005

AGREEMENT AMENDED and RESTATED as of ___day of _____, 20__, 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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