0000320351-13-000043 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY ADVISOR SERIES STOCK SELECTOR LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 28th, 2013 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 19th day of September, 2012, 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 Advisor Series Stock Selector 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.

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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").

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY ADVISOR SERIES EQUITY-INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 28th, 2013 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 19th day of September, 2012, 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 Advisor 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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