0000035341-02-000007 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 MID CAP GROWTH FUND
Sub-Advisory Agreement • April 1st, 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 Mid Cap Growth Fund (hereinafter called the "Portfolio").

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MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY STRUCTURED LARGE CAP GROWTH FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 1st, 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 Large 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 • April 1st, 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").

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