0001141980-03-000010 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY DEVONSHIRE TRUST ON BEHALF OF FIDELITY EQUITY-INCOME FUND
Sub-Advisory Agreement • April 1st, 2003 • Fidelity Devonshire Trust • Massachusetts

AMENDMENT made this 1st day of December, 2002, 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 (Far East) 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 Equity-Income Fund (hereinafter called the "Portfolio").

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