Fidelity Devonshire Trust Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • March 27th, 2020 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Mid Cap Value K6 Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY SERIES EQUITY-INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 1st, 2014 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of August, 2013, 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 Equity-Income 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 FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Sub-Advisory Agreement • April 1st, 2009 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 29th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Advisor").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • July 12th, 2001 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this___day of______, 200_, 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").

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY SERIES ALL-SECTOR EQUITY FUND and
Management Contract • March 27th, 2020 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 “Trust”), on behalf of Fidelity Series All-Sector Equity Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 29th, 2007 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 1st day of May, 2006, 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 Real Estate Investment Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY MID CAP VALUE FUND and
Management Contract • March 27th, 2020 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Mid Cap Value Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (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 • March 28th, 2013 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 19th day of September, 2012, 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").

AMENDED and RESTATED MANAGEMENT CONTRACT BETWEEN FIDELITY DEVONSHIRE TRUST: FIDELITY EQUITY-INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Devonshire Trust • January 16th, 2014 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013, 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 Equity-Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser"), as set forth in its entirety below.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 4th, 2009 • 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").

Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY DEVONSHIRE TRUST ON BEHALF OF FIDELITY STRUCTURED LARGE CAP GROWTH FUND
Fidelity Devonshire Trust • July 12th, 2001 • Massachusetts

AGREEMENT made this ___ day of ____, 200_, 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 Large Cap Growth Fund (hereinafter called the "Portfolio").

Form of RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • July 12th, 2001 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this ___day of ____, 200_, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 2nd, 2001 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 15th day of March, 2001, 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").

FORM OF SELLING DEALER AGREEMENT (for Bank Related Transactions)
Selling Dealer Agreement • November 29th, 2006 • Fidelity Devonshire Trust • Massachusetts

We at Fidelity Distributors Corporation invite you to distribute shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A and B attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on the following terms:

Form of FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • July 12th, 2001 • Fidelity Devonshire Trust • New York

AGREEMENT dated as of ______, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

AMENDED AND RESTATED MANAGEMENT CONTRACT WITH FIDELITY MANAGEMENT & RESEARCH COMPANY LLC, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC AND FIDELITY SERVICE COMPANY, INC.
Management Contract • March 26th, 2024 • Fidelity Devonshire Trust

This CONTRACT AMENDED and RESTATED as of this 1st day of March, 2024 (this “Contract”), by and among Fidelity Management & Research Company LLC, a Delaware limited liability company (“FMR” or the “Adviser”), with respect to the services described in Section I, Fidelity Investments Institutional Operations Company LLC, a Massachusetts limited liability company (“FIIOC” or the “Transfer Agent”), with respect to the services described in Section II, Fidelity Service Company, Inc., a Massachusetts corporation (“FSC”), with respect to the services described in Section III, and Fidelity Devonshire Trust, a Massachusetts business trust (the “Trust”), which may issue one or more series of shares of beneficial interest, on behalf of Fidelity Equity-Income Fund (the “Fund”).

AMENDED AND RESTATED
Sub-Advisory Agreement • March 29th, 2018 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

CUSTODIAN AGREEMENT Dated as of August 4, 2004 Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Northern Trust Company
Custodian Agreement • September 28th, 2004 • Fidelity Devonshire Trust

AGREEMENT made as of the 4th day of August, 2004 between each of the Investment Companies Listed on Appendix "A" hereto, as the same may be amended from time to time, (each a "Fund" and collectively the "Funds") and The Northern Trust Company (the "Custodian").

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY EQUITY-INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • March 27th, 2020 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Equity-Income Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY ADVISOR SERIES STOCK SELECTOR LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 29th, 2018 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 1st day of June, 2017, 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 “Trust”), on behalf of Fidelity Advisor Series Stock Selector Large Cap Value Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 18th, 2017 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of January 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Japan) Limited (hereinafter called the “Sub-Advisor”).

FORM OF MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY SERIES LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Devonshire Trust • October 3rd, 2008 • 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.

AMENDED AND RESTATED MANAGEMENT CONTRACT BETWEEN FIDELITY DEVONSHIRE TRUST: FIDELITY EQUITY–INCOME FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 12th, 2018 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, 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 Equity–Income 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 JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Custody Agreement • July 12th, 2001 • Fidelity Devonshire Trust

AGREEMENT dated as of ___________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF BANK AGENCY AGREEMENT
Bank Agency Agreement • November 29th, 2006 • Fidelity Devonshire Trust • Massachusetts

We at Fidelity Distributors Corporation offer to make available to your customers shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and act as agent for the Portfolios. You (____________________________________) are a division or affiliate of a bank (____________________________________) and desire to make Portfolio shares available to your customers on the following terms:

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • September 29th, 2008 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • March 22nd, 2002 • Fidelity Devonshire Trust • Massachusetts

Agreement made this 18th day of October 2001, 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 Structured Mid Cap Growth Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

GENERAL RESEARCH SERVICES AGREEMENT
General Research • September 29th, 2006 • Fidelity Devonshire Trust • Massachusetts

This AGREEMENT is effective as of January 20, 2006, by and among Fidelity Management & Research Company ("FMR"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, FMR Co., Inc. ("FMR Co"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, Fidelity Investments Money Management Inc. ("FIMM"), a New Hampshire corporation with its principal offices at One Spartan Way, Merrimack, New Hampshire and Fidelity Research & Analysis Company ("FRAC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • September 29th, 2008 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").

FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • October 18th, 2001 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 1st day of August, 2001, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

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