0000744822-14-000033 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY SERIES EQUITY-INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 16th, 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.

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AMENDED AND RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY SERIES LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 16th, 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 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
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.

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