0000035341-02-000004 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY DEVONSHIRE TRUST ON BEHALF OF FIDELITY STRUCTURED LARGE CAP VALUE FUND
Sub-Advisory Agreement • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of October 2001, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Devonshire 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 Structured Large Cap Value Fund (hereinafter called the "Portfolio").

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GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 18th day of October 2001, between Fidelity Devonshire 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 Structured Mid Cap Value Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY STRUCTURED MID CAP GROWTH FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of October 2001, by and between Fidelity Devonshire 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 Structured Mid Cap Growth 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 • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of October 2001, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 18th day of October 2001, between Fidelity Devonshire 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 Structured Mid Cap Growth 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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