0000035341-08-000029 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • October 3rd, 2008 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 17th day of September, 2008, 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 Series All-Sector Equity 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 DEVONSHIRE TRUST: FIDELITY SERIES LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • October 3rd, 2008 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 17th day of September, 2008, 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 Series Large Cap Value 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 FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • October 3rd, 2008 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this17th day of September, 2008, 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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