0000035341-01-500002 Sample Contracts

FORM OF MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST SPARTAN TAX-FREE BOND FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 17th, 2001 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this __ day of _____ 200__, by and between Fidelity Devonshire Trust, a Massachusetts or Delaware business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Spartan Tax-Free Bond Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • January 17th, 2001 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this___ day of________, 200__, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at Contra Way, P.O. Box 9600, Merrimack, New Hampshire (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").

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • January 17th, 2001 • Fidelity Devonshire Trust • Massachusetts

Agreement made this ___ day of , 200 , 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 Spartan Tax-Free Bond 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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