Exhibit (d)(5)

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY DEVONSHIRE TRUST:

FIDELITY MID CAP VALUE FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

	AGREEMENT AMENDED and RESTATED as of****this 1st day of August 2013, by and between Fidelity DevonshireTrust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter calledthe "Fund"), on behalf of Fidelity Mid 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.

            Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and theAdviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract inthe manner set forth below.  The**Amended**and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

	1.	(a)	Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio andshall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with theinvestment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, asamended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the"1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shallalso furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicingthe investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund whoare "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing servicesrelating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investmentinstruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all timesbe subject to the control and direction of the Fund's Board of Trustees.

		(b)	Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) themanagement and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of thePortfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents,accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessaryor desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance thevalue or convenience of the Portfolio as an investment vehicle.

	The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board ofTrustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by theTrustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall fromtime to time determine to be necessary or useful to perform its obligations under this Contract.

		(c)	The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  TheAdviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio andat commission rates which are reasonable in relation to the benefits received.  In selecting brokers or dealers qualified toexecute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (asthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accountsover which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealerwho provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio whichis in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if theAdviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage andresearch services provided by such broker or dealer.  This determination may be viewed in terms of either that particulartransaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which theyexercise investment discretion.  The Trustees of the Fund shall periodically review the commissions paid by the Portfolio todetermine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

	The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

	2.	It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested inthe Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be orbecome similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder orotherwise.

	3.	The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  TheAdviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composedof a Basic Fee and a Performance Adjustment.  Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the "Index").  The Performance Adjustment is not cumulative.  An increased fee will result eventhough the performance of the Portfolio over some period of time shorter than the performance period has been behind that of theIndex, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index.  The Basic Fee and the Performance Adjustmentwill be computed as follows:

	(a)	Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Ratecalculated to the nearest millionth decimal place as follows:

		(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registeredinvestment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth inthe fund's Declaration of Trust or other organizational document) determined as of the close of business on each business daythroughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contractswith Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the followingschedule: