0000205323-05-000028 Sample Contracts

Form of GENERAL DISTRIBUTION AGREEMENT between COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • August 30th, 2005 • Fidelity Commonwealth Trust • Massachusetts

Agreement made this ____ day of ___, 200_, 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 Strategic Real Return 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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Form of MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY STRATEGIC REAL RETURN FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Commonwealth Trust • August 30th, 2005 • Massachusetts

AGREEMENT made 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 Fidelity Strategic Real Return 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 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
Fidelity Commonwealth Trust • August 30th, 2005 • Massachusetts

This Agreement is entered into as of the ___ day of ____, 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").

SHEARMAN & STERLING LLP
Fidelity Commonwealth Trust • August 30th, 2005
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