0001379491-17-002122 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DEVONSHIRE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 18th, 2017 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of January, 2017, 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”).

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

AGREEMENT made this 18th day of January, 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”).

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”).

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY FLEX MID CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 18th, 2017 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of January, 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 Flex Mid 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.

MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST FIDELITY MID CAP VALUE K6 FUND
Management Contract • April 18th, 2017 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT made this 18th day of January, 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 Mid Cap Value K6 Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of January 18, 2017, between Fidelity Management & Research Company and FMR Investment Management (UK) Limited
Fidelity Devonshire Trust • April 18th, 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)

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