0000205323-13-000129 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COMMONWEALTH TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • November 5th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 18th day of September, 2013, 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 Series Small Cap Discovery 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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AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SERIES 100 INDEX FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 5th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT AMENDED and RESTATED this 1st day of October, 2013, 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 Series 100 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.

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 5th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 18th day of September, 2013, 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").

MANAGEMENT CONTRACT between FIDELITY COMMONWEALTH TRUST: FIDELITY SERIES SMALL CAP DISCOVERY FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 5th, 2013 • Fidelity Commonwealth Trust • Massachusetts

AGREEMENT made this 18th day of September, 2013, 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 Series Small Cap Discovery Fund (hereinafter called the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

between FIDELITY COMMONWEALTH TRUST FIDELITY SERIES 100 INDEX: FIDELITY SERIES 100 INDEX ("RETAIL CLASS") and FIDELITY MANAGEMENT & RESEARCH COMPANY
Expense Contract • November 5th, 2013 • Fidelity Commonwealth Trust

This 10 Basis Point Expense Contract, dated as of October 1, 2013, (the "Agreement"), is made and entered into by and between Fidelity Series 100 Index, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Fidelity Series 100 Index Fund (the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Manager").

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