0001379491-19-001397 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY DEVONSHIRE TRUST: FIDELITY FLEX LARGE CAP VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 28th, 2019 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2019, 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.

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AMENDED AND RESTATED MANAGEMENT CONTRACT between
Management Contract • March 28th, 2019 • Fidelity Devonshire Trust • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of February, 2019, 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.

SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • March 28th, 2019 • Fidelity Devonshire Trust • New York

This Securities Lending Agency Agreement (the “Agreement”), dated as of April 1, 2019, is entered into by and between each investment company identified on Schedule A (severally and not jointly), as such schedule may be amended from time to time (each a “Trust”), and National Financial Services LLC (“NFS”), a Delaware limited liability company.

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