0001379491-17-000872 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION

General Distribution Agreement • February 17th, 2017 • Fidelity Devonshire Trust • Massachusetts

• Contract Type
  General Distribution Agreement
• Filed
  February 17th, 2017
• Company
  Fidelity Devonshire Trust
• Jurisdiction
  Massachusetts

AGREEMENT made this [__ day of _____, ____], 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 Flex Mid Cap Value Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and

Sub-Advisory Agreement • February 17th, 2017 • Fidelity Devonshire Trust • Massachusetts

• Contract Type
  Sub-Advisory Agreement
• Filed
  February 17th, 2017
• Company
  Fidelity Devonshire Trust
• Jurisdiction
  Massachusetts

AGREEMENT made this [__ day of _____, ____], 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”).

FORM OF Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of [______], between Fidelity Management & Research Company and FMR Management & Research (Japan) Limited

Fidelity Devonshire Trust • February 17th, 2017

• Company
  Fidelity Devonshire Trust
• Filed
  February 17th, 2017

Name of Trust Name of Portfolio Type of Fund Effective Date Annual Sub-Advisory Fee Rate (bp) 0.5 x (individual fund fee rate + group fee rate)

FORM OF MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY FLEX LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY

Fidelity Devonshire Trust • February 17th, 2017 • Massachusetts

• Company
  Fidelity Devonshire Trust
• Filed
  February 17th, 2017
• Jurisdiction
  Massachusetts

AGREEMENT made this [__ day of ___, ___], 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 Flex 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.