0000035341-12-000146.txt : 20121221 0000035341-12-000146.hdr.sgml : 20121221 20121221133231 ACCESSION NUMBER: 0000035341-12-000146 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 EFFECTIVENESS DATE: 20121221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY DEVONSHIRE TRUST CENTRAL INDEX KEY: 0000035341 IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-24389 FILM NUMBER: 121280508 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY EQUITY INCOME FUND INC DATE OF NAME CHANGE: 19870304 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST FUND INC DATE OF NAME CHANGE: 19751117 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST INCOME FUND INC DATE OF NAME CHANGE: 19690420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY DEVONSHIRE TRUST CENTRAL INDEX KEY: 0000035341 IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01352 FILM NUMBER: 121280509 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY EQUITY INCOME FUND INC DATE OF NAME CHANGE: 19870304 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST FUND INC DATE OF NAME CHANGE: 19751117 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST INCOME FUND INC DATE OF NAME CHANGE: 19690420

0000035341 S000039216 Fidelity Series Equity-Income Fund

C000120650 Fidelity Series Equity-Income Fund

C000120651 Class F

0000035341 S000039217 Fidelity Advisor Series Equity-Income Fund

C000120652 Fidelity Advisor Series Equity-Income Fund

0000035341 S000039218 Fidelity Series Stock Selector Large Cap Value Fund

C000120653 Fidelity Series Stock Selector Large Cap Value Fund

C000120654 Class F

0000035341 S000039219 Fidelity Advisor Series Stock Selector Large Cap Value Fund

C000120655 Fidelity Advisor Series Stock Selector Large Cap Value Fund

485BPOS 1 main.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 002-24389)
		UNDER THE SECURITIES ACT OF 1933	[X]
		Pre-Effective Amendment No. ____	[ ]
		Post-Effective Amendment No. 142	[X]
and
REGISTRATION STATEMENT (No. 811-01352)
		UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
		Amendment No. 142	[X]

Fidelity Devonshire Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Scott C. Goebel, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
	(X)	immediately upon filing pursuant to paragraph (b).
	( )	on ( ) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
	( )	60 days after filing pursuant to paragraph (a)(1) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.
	( )	75 days after filing pursuant to paragraph (a)(2) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(2) of Rule 485 at 5:30 p.m. Eastern Time.

If appropriate, check the following box:
	( )	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXHIBIT INDEX

Exhibit	Exhibit No.
XBRL Instance Document	EX-101.INS
XBRL Taxonomy Extension Schema Document	EX-101.SCH
XBRL Taxonomy Extension Calculation Linkbase Document	EX-101.CAL
XBRL Taxonomy Extension Definition Linkbase Document	EX-101.DEF
XBRL Taxonomy Extension Labels Linkbase Document	EX-101.LAB
XBRL Taxonomy Extension Presentation Linkbase Document	EX-101.PRE

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 142 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 21st day of December 2012.

	Fidelity Devonshire Trust
	By	/s/Kenneth B. Robins
\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|		Kenneth B. Robins, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Signature)		(Title)	(Date)

/s/Kenneth B. Robins		President and Treasurer	December 21, 2012
Kenneth B. Robins		(Principal Executive Officer)

/s/Christine Reynolds		Chief Financial Officer	December 21, 2012
Christine Reynolds		(Principal Financial Officer)

/s/James C. Curvey	*	Trustee	December 21, 2012
James C. Curvey

/s/Dennis J. Dirks	*	Trustee	December 21, 2012
Dennis J. Dirks

/s/Alan J. Lacy	*	Trustee	December 21, 2012
Alan J. Lacy

/s/Ned C. Lautenbach	*	Trustee	December 21, 2012
Ned C. Lautenbach

/s/Joseph Mauriello	*	Trustee	December 21, 2012
Joseph Mauriello

/s/Ronald P. O'Hanley	*	Trustee	December 21, 2012
Ronald P. O'Hanley

/s/Robert W. Selander	*	Trustee	December 21, 2012
Robert W. Selander

/s/Cornelia M. Small	*	Trustee	December 21, 2012
Cornelia M. Small

/s/William S. Stavropoulos	*	Trustee	December 21, 2012
William S. Stavropoulos

/s/David M. Thomas	*	Trustee	December 21, 2012
David M. Thomas

/s/Michael E. Wiley	*	Trustee	December 21, 2012
Michael E. Wiley

*	By:	/s/Joseph R. Fleming
		Joseph R. Fleming, pursuant to a power of attorney dated December 1, 2011 and filed herewith.

POWER OF ATTORNEY

We, the undersigned Directors or Trustees, as the case may be, of the following investment companies:

Fidelity Advisor Series I

Fidelity Advisor Series VII

Fidelity Advisor Series VIII

Fidelity Beacon Street Trust

Fidelity Capital Trust

Fidelity Central Investment Portfolios LLC

Fidelity Commonwealth Trust

Fidelity Concord Street Trust

Fidelity Congress Street Fund

Fidelity Contrafund

Fidelity Covington Trust

Fidelity Destiny Portfolios

Fidelity Devonshire Trust

Fidelity Exchange Fund

Fidelity Financial Trust

Fidelity Hanover Street Trust

Fidelity Hastings Street Trust

Fidelity Investment Trust

Fidelity Magellan Fund

Fidelity Mt. Vernon Street Trust

Fidelity Puritan Trust

Fidelity Securities Fund

Fidelity Select Portfolios

Fidelity Summer Street Trust

Fidelity Trend Fund

Variable Insurance Products Fund

Variable Insurance Products Fund II

Variable Insurance Products Fund III

Variable Insurance Products Fund IV

in addition to any other investment company for which Fidelity Management & Research Company ("FMR") or an affiliate acts as investment adviser and for which the undersigned individuals serve as Directors or Trustees (collectively, the "Funds"), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving any investment company for which FMR or an affiliate acts as investment adviser and hereby constitute and appoint Thomas C. Bogle, Joseph R. Fleming, John V. O'Hanlon, Robert W. Helm and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after December 1, 2011.

WITNESS our hands on this first day of December 1, 2011.

/s/James C. Curvey	/s/Robert W. Selander
James C. Curvey	Robert W. Selander
/s/Ronald P. O'Hanley	/s/Cornelia M. Small
Ronald P. O'Hanley	Cornelia M. Small
/s/Dennis J. Dirks	/s/William S. Stavropoulos
Dennis J. Dirks	William S. Stavropoulos
/s/Alan J. Lacy	/s/David M. Thomas
Alan J. Lacy	David M. Thomas
/s/Ned C. Lautenbach	/s/Michael E. Wiley
Ned C. Lautenbach	Michael E. Wiley
/s/Joseph Mauriello
Joseph Mauriello

EX-101.PRE 3 fdt2-20121204_pre.xml EX-101.INS 4 fdt2-20121204.xml 0000035341 2011-12-06 2012-12-05 0000035341 fdt2:S000039218Member fdt2:SeriesMember 2011-12-06 2012-12-05 0000035341 fdt2:S000039217Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039218Member fdt2:SeriesMember fdt2:C000120653Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039219Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039218Member fdt2:FMember 2011-12-06 2012-12-05 0000035341 fdt2:S000039217Member fdt2:C000120652Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039216Member fdt2:FMember fdt2:C000120651Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039219Member fdt2:C000120655Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039216Member fdt2:FMember 2011-12-06 2012-12-05 0000035341 fdt2:S000039218Member fdt2:FMember fdt2:C000120654Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039216Member fdt2:SeriesMember fdt2:C000120650Member 2011-12-06 2012-12-05 0000035341 fdt2:S000039216Member fdt2:SeriesMember 2011-12-06 2012-12-05 pure iso4217:USD 485BPOS FIDELITY DEVONSHIRE TRUST 0000035341 2012-12-04 2012-12-05 2012-12-05 false 2012-12-04 Fund Summary Fund/Class: Fidelity® Series Stock Selector Large Cap Value Fund/Fidelity Series Stock Selector Large Cap Value Fund Investment Objective The fund seeks long-term growth of capital. Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) Annual class operating expenses (expenses that you pay each year as a % of the value of your investment) Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: Principal Investment Strategies <ul><li>Normally investing at least 80% of assets in stocks of companies with large market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 1000® Index or the S&P 500® Index).</li> <li>Investing in securities of companies that Fidelity Management & Research Company (FMR) believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry (stocks of these companies are often called "value" stocks).</li> <li>Investing in domestic and foreign issuers.</li> <li>Allocating the fund's assets across different market sectors (at present, consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, telecom services, and utilities), using different Fidelity managers.</li> <li>Using quantitative analysis to evaluate growth potential, valuation, liquidity, and investment risk, along with fundamental analysis of factors such as each issuer's financial condition, its industry position, and market and economic conditions to select investments.</li></ul> Principal Investment Risks <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.</li> <li>Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.</li> <li>Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.</li> <li>"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.</li> <li>Quantitative Investing. Securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factors' historical trends.</li></ul> An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. Performance Performance history will be available for the fund after the fund has been in operation for one calendar year. Based on estimated amounts for the current fiscal year. You could lose money by investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fund Summary Fund: Fidelity Advisor® Series Equity-Income Fund Investment Objective The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) Annual fund operating expenses (expenses that you pay each year as a % of the value of your investment) This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: 0 Portfolio Turnover 0.0056 The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. Fund Summary Fund: Fidelity Advisor® Series Stock Selector Large Cap Value Fund Principal Investment Strategies 0 Investment Objective <ul><li>Normally investing at least 80% of assets in equity securities. </li><li>Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks. </li> <li>Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities. </li><li>Investing in domestic and foreign issuers. </li> <li>Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments. </li></ul> 0.0024 Principal Investment Risks <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. </li> <li> Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease. </li> <li> Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. </li><li> Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. </li> <li> "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. </li></ul> An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. 0.008 Performance The fund seeks long-term growth of capital. Based on estimated amounts for the current fiscal year. You could lose money by investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fund Summary Fund/Class: Fidelity® Series Stock Selector Large Cap Value Fund/F Investment Objective Performance history will be available for the fund after the fund has been in operation for one calendar year. The fund seeks long-term growth of capital. Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) Fee Table Annual class operating expenses (expenses that you pay each year as a % of the value of your investment) 0 The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: Annual fund operating expenses (expenses that you pay each year as a % of the value of your investment) Portfolio Turnover Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. Principal Investment Strategies <ul><li>Normally investing at least 80% of assets in stocks of companies with large market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 1000® Index or the S&P 500® Index).</li><li>Investing in securities of companies that Fidelity Management & Research Company (FMR) believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry (stocks of these companies are often called "value" stocks). </li><li>Investing in domestic and foreign issuers. </li><li>Allocating the fund's assets across different market sectors (at present, consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, telecom services, and utilities), using different Fidelity managers.</li><li>Using quantitative analysis to evaluate growth potential, valuation, liquidity, and investment risk, along with fundamental analysis of factors such as each issuer's financial condition, its industry position, and market and economic conditions to select investments. </li></ul> This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: Principal Investment Risks Principal Investment Strategies <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. </li><li>Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. </li><li>Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. </li><li>"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. </li><li>Quantitative Investing. Securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factors' historical trends. </li></ul>An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. <ul><li>Normally investing at least 80% of assets in stocks of companies with large market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 1000® Index or the S&P 500® Index). </li><li>Investing in securities of companies that Fidelity Management & Research Company (FMR) believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry (stocks of these companies are often called "value" stocks). </li><li> Investing in domestic and foreign issuers. </li><li> Allocating the fund's assets across different market sectors (at present, consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, telecom services, and utilities), using different Fidelity managers. </li><li> Using quantitative analysis to evaluate growth potential, valuation, liquidity, and investment risk, along with fundamental analysis of factors such as each issuer's financial condition, its industry position, and market and economic conditions to select investments. </li></ul> Performance Principal Investment Risks <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. </li><li> Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. </li><li> Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. </li><li> "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. </li><li> Quantitative Investing. Securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factors' historical trends. </li></ul>An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. Performance Performance history will be available for the fund after the fund has been in operation for one calendar year. 0.0046 0 0.0032 Based on estimated amounts for the current fiscal year. Based on estimated amounts for the current fiscal year. You could lose money by investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance history will be available for the fund after the fund has been in operation for one calendar year. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 0.0078 0 You could lose money by investing in the fund. 0 0.0046 0 0.0004 0.005 82 255 0.0056 0 0.0032 80 51 249 160 0.0088 90 281 Fund Summary Fund/Class: Fidelity® Series Equity-Income Fund/F Investment Objective 0 The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) Annual class operating expenses (expenses that you pay each year as a % of the value of your investment) This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. Principal Investment Strategies <ul><li>Normally investing at least 80% of assets in equity securities.</li><li>Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.</li><li>Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.</li><li>Investing in domestic and foreign issuers.</li><li>Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.</li></ul> Principal Investment Risks <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.</li><li>Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.</li><li>Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.</li><li>Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.</li><li>"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.</li></ul>An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. Performance 0 0.0056 0 0.0004 0.006 You could lose money by investing in the fund. Performance history will be available for the fund after the fund has been in operation for one calendar year. Based on estimated amounts for the current fiscal year. 0.0046 0 0.0024 0.007 61 192 72 224 Fund Summary Fund/Class: Fidelity® Series Equity-Income Fund/Fidelity Series Equity-Income Fund Investment Objective The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) Annual class operating expenses (expenses that you pay each year as a % of the value of your investment) Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: Principal Investment Strategies <ul><li>Normally investing at least 80% of assets in equity securities.</li><li>Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.</li><li>Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.</li><li>Investing in domestic and foreign issuers.</li><li>Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.</li></ul> Principal Investment Risks <ul><li>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.</li><li>Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.</li><li>Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.</li><li>Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.</li><li>"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.</li></ul>An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund. Performance <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelitySeriesStockSelectorLargeCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelityAdvisorSeriesEquityIncomeFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelitySeriesStockSelectorLargeCapValueFundClassF column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelitySeriesStockSelectorLargeCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualFundOperatingExpensesFidelityAdvisorSeriesEquityIncomeFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelityAdvisorSeriesStockSelectorLargeCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelitySeriesEquityIncomeFundClassF column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelityAdvisorSeriesEquityIncomeFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualFundOperatingExpensesFidelityAdvisorSeriesStockSelectorLargeCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelityAdvisorSeriesStockSelectorLargeCapValueFund column period compact * ~</div> You could lose money by investing in the fund. <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelitySeriesEquityIncomeFundClassF column period compact * ~</div> An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualClassOperatingExpensesFidelitySeriesStockSelectorLargeCapValueFundClassF column period compact * ~</div> Performance history will be available for the fund after the fund has been in operation for one calendar year. <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelitySeriesStockSelectorLargeCapValueFundClassF column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleShareholderFeesFidelitySeriesEquityIncomeFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleExpenseExampleFidelitySeriesEquityIncomeFund column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualClassOperatingExpensesFidelitySeriesStockSelectorLargeCapValueFund column period compact * ~</div> An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualClassOperatingExpensesFidelitySeriesEquityIncomeFundClassF column period compact * ~</div> <div style="display:none">~ http://www.advisor.fidelity.com/role/ScheduleAnnualClassOperatingExpensesFidelitySeriesEquityIncomeFund column period compact * ~</div> Based on estimated amounts for the current fiscal year. Based on estimated amounts for the current fiscal year. 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Exhibit

Exhibit No.