Exhibit (d)(8)

AMENDED AND RESTATED

MANAGEMENT CONTRACT

between

FIDELITY DEVONSHIRE TRUST:
FIDELITY SERIES LARGE CAP VALUE FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as ofthis 1st day of August, 2013, by and between Fidelity Devonshire
Trust, aMassachusetts 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.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in
the manner set forth below.  TheAmendedand Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1.	(a)	Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and
shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the
investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the
"1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall
also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing
the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who
are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services
relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times
be subject to the control and direction of the Fund's Board of Trustees.

(b)	Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the
management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the
Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents,
accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary
or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the
value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of
Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the
Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from
time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)	The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The
Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and
at commission rates which are reasonable in relation to the benefits received.  In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which
is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer.  This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion.  The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.	It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in
the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or
become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or
otherwise.

3.	The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each
month, composed of a Basic Fee and a Performance Adjustment.  Except as otherwise provided in sub-paragraph (e) of this
paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio
experienced better or worse performance than an appropriate index (the "Index").  The Performance Adjustment is not cumulative.  An increased fee will result even though the performance of the Portfolio over some period of time shorter than the
performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even
though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that
of the Index.  The Basic Fee and the Performance Adjustment will be computed as follows:

(a)	Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund
Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the
registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the
manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business
on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and
Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a
cumulative basis pursuant to the following schedule:

|Average GroupAssets | AnnualizedRate
|------------------- | --------------
|0 - $3 billion      | .5200%        
|3 - 6               | .4900         
|6 - 9               | .4600         
|9 - 12              | .4300         
|12 - 15             | .4000         
|15 - 18             | .3850         
|18 - 21             | .3700         
|21 - 24             | .3600         
|24 - 30             | .3500         
|30 - 36             | .3450         
|36 - 42             | .3400         
|42 - 48             | .3350         
|48 - 66             | .3250         
|66 - 84             | .3200         
|84 - 102            | .3150         
|102 - 138           | .3100         
|138 - 174           | .3050         
|174 - 210           | .3000         
|210 - 246           | .2950         
|246 - 282           | .2900         
|282 - 318           | .2850         
|318 - 354           | .2800         
|354 - 390           | .2750         
|390 - 426           | .2700         
|426 - 462           | .2650         
|462 - 498           | .2600         
|498 - 534           | .2550         
|534 - 587           | .2500         
|587 - 646           | .2463         
|646 - 711           | .2426         
|711 - 782           | .2389         
|782 - 860           | .2352         
|860 - 946           | .2315         
|946 - 1,041         | .2278         
|1,041 - 1,145       | .2241         
|1,145 - 1,260       | .2204         
|1,260 - 1,386       | .2167         
|1,386 - 1,525       | .2130         
|1,525 - 1,677       | .2093         
|1,677 - 1,845       | .2056         
|over     1,845      | .2019         

(ii) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

(b)	Basic Fee.  One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of
the close of business on each business day throughout the month.  The resulting dollar amount comprises the Basic Fee.

(c)	Performance Adjustment Rate:  Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the
Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being
calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse
than the record of the Index as then constituted.  The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will
be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment.  Starting with the twelfth month of the performance period, the performance adjustment will take effect.  Following the twelfth month a new month will be added to the performance period until the performance period equals
36 months.  Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share
of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of
one share of the retail class of the Portfolio as of the last business day of such period.  In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the
value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end
of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under
the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)	Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the
average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance
period.

(e)	The Index shall be the Russell 1000 Value Index. Subject to the requirements of the Investment Company
Act of 1940 and the Investment Advisers Act of 1940, as modified by or interpreted by any applicable order or orders of the
Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of,
the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance
Adjustment (the "Successor Index") as provided in this sub-paragraph. For the 35 month period commencing on the first day
of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the "Transition Period"), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment
performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio's
Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the
retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the
investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the
Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index's performance and one less month of the Prior Index's performance. This calculation
methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for
purposes of calculating the Performance Adjustment.

(f)	In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month.  The Basic Fee Rate will be
computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this
Contract is in effect.  The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of
time during which it has been in effect.

4.	It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or
sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are
"interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees
and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders,
including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information
and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5.	The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render
services to others and engage in other activities, provided, however, that such other services and activities do not, during the
term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to
rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6.	(a)	Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)	This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as
modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or
interpretative releases or no-action letters of, the Commission or its staff.

(c)	In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance
or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not
parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on
such approval.

(d)	Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract,
without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the
Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.	The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's
Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this
Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that
the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and
distinct from those of any and all other Portfolios.

8.	This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used
herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to
such orders or no-action letters as may be granted by the Commission or its staff.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.



| | FIDELITY DEVONSHIRE TRUST                        
| | -------------------------------------------------
| | on behalf of Fidelity Series Large Cap Value Fund
| |                                                  
| | By                                               
| |                                                  
| |                                                  
| |                                                  
| | FIDELITY MANAGEMENT & RESEARCH COMPANY           
| |                                                  
| | By                                               
| |                                                  
| |